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Sarine Technologies Ltd.

Annual Report Apr 3, 2025

7033_rns_2025-04-03_aa89544b-8daa-44a2-8d86-45077069a5be.pdf

Annual Report

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THE DIAMOND INDUSTRY, REIMAGINED™

CONTENTS CONTENTS

01 CAUTIONARY STATEMENT 01 CAUTIONARY STATEMENT COMPANY SECRETARY

JOINT AUDITORS OF THE GROUP

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(appointed with effect from 1 January, 2019)

(appointed with effect from 1 January, 2022)

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Fahn Kanne Control Management Ltd. Subsidiary of

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Israel

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Israel

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Hamasger 32, Tel Aviv 6721118 Israel

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Singapore

CORPORATE INFORMATION

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KPMG Millennium Tower 17 Ha'arba'a Street Tel Aviv 6473917 Israel Partner-in-charge: Guy Anavi

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COMPANY SECRETARY

Amir Jacob Zolty (Adv.) SHARE REGISTRAR

B.A.C.S. Private Limited 77 Robinson Road #06-03 Robinson 77 Singapore 068896

ÄĖĦÝŌĽ-

ăÙÄúƕ-

(Isr.) Kiryat Atidim Building No. 4 Tel Aviv 6158002 Israel Partner-in-charge: Ilan Chaikin

;úĦÄĖú§ĦÝăú§ò-

PRINCIPAL BANKERS

Bank Leumi Le-Israel Ltd. Dan Business Center 7 Menachem Begin Street Ramat Gan 5268102

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ŘŚśŖřŚŚ

Bank Hapoalim Ltd.

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INTERNAL AUDITOR

Doron Cohen (CPA, CIA)

Fahn Kanne and Co.

Ʀ;ĝĖƚƧ

JOINT AUDITORS OF THE GROUP

ÄĖĦÝŌĽ-

oĬ¶òÝ·-

rĬ¶Ýú-

(appointed with effect from 1 January, 2019)

(appointed with effect from 1 January, 2022)

··ăĬúĦ§úĦĝ-

Ʀ;ĝĖƚƧ

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Fahn Kanne Control Management Ltd. Subsidiary of

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ÄúĦÄĖ

yĦĖÄÄĦ

Hamasger 32, Tel Aviv 6721118 Israel

oĬ¶òÝ·-

CORPORATE INFORMATION

;úĦÄĖú§ĦÝăú§ò-

··ăĬúĦ§úĦĝ-

ÄĖĦÝŌĽ-

;úĦÄĖú§ĦÝăú§ò-

Ʀ;ĝĖƚƧ

oĬ¶òÝ·-

··ăĬúĦ§úĦĝ-

Amir Jacob Zolty (Adv.) SHARE REGISTRAR

B.A.C.S. Private Limited 77 Robinson Road #06-03 Robinson 77 Singapore 068896

Ù§ÝïÝú-

KPMG Millennium Tower 17 Ha'arba'a Street Tel Aviv 6473917 Israel Partner-in-charge: Guy Anavi

ăÙÄúƕ-

INTERNAL AUDITOR

Doron Cohen (CPA, CIA)

oĬ¶òÝ·-

PRINCIPAL BANKERS

Bank Leumi Le-Israel Ltd. Dan Business Center 7 Menachem Begin Street Ramat Gan 5268102

ĬĝÝúÄĝĝ-

ŘŚśŖřŚŚ

Bank Hapoalim Ltd.

7§ùÄúăŌù-

ŌĖùăÒ-1˧úĦ-

Fahn Kanne and Co.

ÄĖĦÝŌĽ-

UÄù¶ÄĖ-

Israel

7ÄĖŇòÝŁ§-

7ÄĖŇòÝŁ§-

Israel

ŕř-

(Isr.) Kiryat Atidim Building No. 4 Tel Aviv 6158002 Israel Partner-in-charge: Ilan Chaikin

ŌĖùăÒ-KoU1-

Singapore

BOARD OF DIRECTORS

Executive Director and Chairman of the Board

BOARD OF DIRECTORS

Executive Director and Chairman of the Board

Daniel Benjamin Glinert

Non-Executive Director

Lead Independent Director

AUDIT COMMITTEE

Neta Zruya Hashai – Chairperson

NOMINATING COMMITTEE

REMUNERATION COMMITTEE

Israel Registration Number: 51-133220-7

Sin Boon Ann – Chairperson Daniel Benjamin Glinert Neta Zruya Hashai Lim Yong Sheng Varda Shine

Varda Shine – Chairperson Neta Zruya Hashai

REGISTERED OFFICE

Sarine Technologies Ltd. 4 Haharash Street Hod Hasharon 4524075

Tel: +972-9-7903500 Fax: +972-9-7903501 www.sarine.com

Avraham Eshed Non-Executive Director

Uzi Levami

Varda Shine

Neta Zruya Hashai Independent Director

Lim Yong Sheng Independent Director

Sin Boon Ann Independent Director

Lim Yong Sheng Varda Shine Sin Boon Ann

Daniel Benjamin Glinert

Non-Executive Director

Lead Independent Director

AUDIT COMMITTEE

Neta Zruya Hashai – Chairperson

NOMINATING COMMITTEE

REMUNERATION COMMITTEE

ŇÝ-

Israel

MÄĺ§ùÝ-

Sin Boon Ann

Israel Registration Number: 51-133220-7

Sin Boon Ann – Chairperson Daniel Benjamin Glinert Neta Zruya Hashai Lim Yong Sheng Varda Shine

Varda Shine – Chairperson Neta Zruya Hashai

REGISTERED OFFICE

Sarine Technologies Ltd. 4 Haharash Street Hod Hasharon 4524075

Tel: +972-9-7903500 Fax: +972-9-7903501 www.sarine.com

ŇÝ-

Israel

MÄĺ§ùÝ-

Sin Boon Ann

Avraham Eshed Non-Executive Director

Uzi Levami

Varda Shine

Neta Zruya Hashai Independent Director

Lim Yong Sheng Independent Director

Sin Boon Ann Independent Director

Lim Yong Sheng Varda Shine Sin Boon Ann

yăùÄïÙ-

UÄù¶ÄĖ-

Ù§ÝïÝúƕ-

  • 02 CORPORATE PROFILE 02 CORPORATE PROFILE
  • 03 OUR MILESTONES 03 OUR MILESTONES
  • 04 CHAIRMAN'S STATEMENT 04 CHAIRMAN'S STATEMENT
  • 06 BOARD OF DIRECTORS 06 BOARD OF DIRECTORS
  • 08 KEY MANAGEMENT 08 KEY MANAGEMENT
  • 15 FINANCIAL HIGHLIGHTS 15 FINANCIAL HIGHLIGHTS
  • 16 MANAGEMENT'S BUSINESS, OPERATION & FINANCIAL REVIEW 16 MANAGEMENT'S BUSINESS, OPERATION & FINANCIAL REVIEW
  • 24 ESG REPORT 24 ESG REPORT
  • 54 GRI CONTENT INDEX 54 GRI CONTENT INDEX
  • 56 GROUP STRUCTURE 56 GROUP STRUCTURE
  • 57 FINANCIAL CONTENTS 57 FINANCIAL CONTENTS
  • IBC CORPORATE INFORMATION IBC CORPORATE INFORMATION

CAUTIONARY STATEMENT

This Annual Report may contain "forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and typically contain words such as "anticipate", "believe", "forese", "hope", "intend", "may", "might", "plan", "seek", "target", "will" or "would". Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as expected revenues, margins, expenses and profits; cash flows, return on capital expenditures, capital allocation or capital structure and dividends. Actual results may differ materially. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements in law, regulations and regulatory requirements; global economic and financial conditions, interest and exchange rate volatility, commodity and equity prices and the value of financial assets; diamond industry condition rough and polished diamond prices and conditions in the financial and credit markets for the industry in which we operate; the impact of potential information technology or data security breaches and our exposure to counterparties; the impact of investigative and legal compliance risks; the adequacy of our cash flows and earnings and other conditions which may affect our ability to pay dividends at the planned level or to repurchase shares at planned levels; our capital allocation plans may change including with respect to the timing and size of share repurchases, acquisitions, joint ventures, dispositions and other strategic actions; our success in integrating acquired businesses and operating joint ventures; our ability to realise anticipated earnings from announced transactions, acquired businesses and joint ventures, global pandemics, and other factors that are described in "Risk Factors" in this Annual Report for the year ended December 31, 2024. These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not under to ward-looking statements in accordance with actual developments.

CORPORATE PROFILE

FOR OVER 35 YEARS, SARINE HAS BEEN AT THE FOREFRONT OF DIAMOND INDUSTRY INNOVATION – DEVISING ADVANCED SOLUTIONS USED ACROSS THE ENTIRE DIAMOND VALUE CHAIN, FROM MINE TO RETAIL, REDEFINING DIAMOND OPTIMISATION, SUSTAINABILITY AND TRADE AND RESHAPING THE INDUSTRY'S FUTURE.

Sarine Technologies Ltd. ("Sarine" and the "Company", and with its global subsidiaries, the "Group"), established in 1988, is a global leader in developing advanced technologies for the modeling, analysis, evaluation, planning, processing, grading and tracking of diamonds. Sarine has been listed on the Main Board of Singapore Stock Exchange since April 8, 2005, and on the Tel-Aviv Stock Exchange since July 5, 2021.

With an operational presence in key diamond centres worldwide, Sarine draws on decades of R&D expertise and the development of cutting-edge patented technologies, comprising both hardware and software – robotics, optics, electronics and mechanical systems driven by unique software based on algorithmic innovations, §ĖĦÝŌ·Ý§ò intelligence (AI), big data, cloud computing and GPU-based methodologies. We have repeatedly delivered revolutionary inventions for natural and lab-grown diamonds alike, ĖĽÄŌúÝúÓ yields §ú½ĝĬĝĦ§Ýú§¶ÝòÝĦŁƕĝĦĖħùòÝúÝúÓù§úĬÒ§·ĦĬĖÝúÓƕ-ÄúÙ§ú·ÝúÓ-Ħ˧úĝē§ĖÄú·Łƕ-§ú½-¶ăăĝĦÝúÓ-·ăúĝĬùÄĖ-·ăúŌ½ence.

Over the past decade, Sarine's business has pivoted to deriving mostly recurring revenues from its proprietary AI-based cloud-implemented software and services, centred on data derived from its cuttingedge solutions. By providing advanced software-centric technologies, Sarine has enabled the industry to optimise resources, streamline rough stone polishing and ĖĽÄŌúÄ consumer transparency. Miners have been provided with tools that can optimise production value and guarantee sourcing traceability. Manufacturers today ¶ÄúÄŌĦ from cutting-edge AI-driven automation and planning tools that enhance yield, minimise waste and boost overall ÄÒŌ·ÝÄú·Łƚ For retailers and consumers Sarine's solutions enhance transparency, enable consistent grading standards and empower engaging retail experiences that foster consumer loyalty. By promoting trustworthy sustainable practices Sarine fosters a more responsible, forward-thinking industry.

Sarine remains dedicated to adapting and ĖÄŌúÝúÓ its solutions to meet evolving market demands and integrating new technologies that promote ÄÒŌ·ÝÄú·Łƕ sustainability and trust. Backed by strategic partnerships across the value chain, the Group is poised to shape the future of diamond-related innovations for decades to come.

BENEFITS ACROSS THE VALUE CHAIN

MINERS

  • rĽÄŌúĽ-ĖăĬÓÙĝĦăúÄ evaluation with higher return from each mined rough carat. ĬĦăù§ĦĽ POLISHERS
  • ĬĦăù§ĦĽĺÄĖÝŌ§¶òÄ data-driven source registration.

  • Revolutionised rough stone yield.

  • Automated processes ĝĦĖħùòÝúÝúÓ-ÄÒŌ·ÝÄú·Łƕ consistency, sustainability and transparency.

  • Sustainable and transparent sourcing. Automated RETAILERS Sustainable

    • Consistent objective grading.
    • Engaging customercentric retail tools on digital media.

MINERS POLISHERS RETAILERS CONSUMERS

  • Objective consistent transparent valuation of proposed purchase.
  • Ethically minded sustainable purchase – fewer resources used, less environmental impact. tools purchase.

OUR MAJOR MILESTONES

THE DIAMOND INDUSTRY, REIMAGINED™ SARINE TECHNOLOG IES LTD. ANNUAL REPORT 2024 03

CHAIRMAN'S STATEMENT

"The adoption of our Most Valuable Plan™ (MVP) for optimising the planning of natural rough diamonds up to 90 points has progressed well. More and more midstream polishers are using this revolutionary initiative, which both increases yield and automates the process."

Dear Fellow Shareholders,

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During 2024, the economic situation in China, typically the second largest market for diamond jewellery after the U.S., continued to weigh on consumer demand in general, and on diamond jewellery sales in particular. Additionally, the disruption to the natural diamond segment stemming from the expansion of the Lab Grown Diamonds (LGD) market continued into 2024. These dampeners drove rough natural diamond production down significantly, with prices declining both for rough and polished natural diamonds. LGD prices also eroded significantly in 2024, particularly at the B2B level, but also at the B2C level. On the positive side, this has helped to further differentiate between the two products. However, it has also intensified competition for potential customers' spending, indirectly adding pressure on natural diamond prices. Currently, the retail diamond trade is seemingly at a significant crossroads, where retailers need to carefully strategise their focus - whether on higher-priced natural diamonds, with the inherent issue of consumers having to entertain higher price points, or on lowerpriced LGD, which, with further price erosion, may not prove viable for their business in the longer term.

Notwithstanding the above, Sarine's new strategic initiatives gained traction throughout the year:

The adoption of our Most Valuable Plan™ (MVP) for optimising the planning of natural rough diamonds up to 90 points has progressed well. More and more midstream polishers are using this revolutionary initiative, which both increases yield and automates the process. For smaller

rough diamonds the issue of automation can be as important, or even more important, than the increase in yield our bestever algorithms provide. We are already doing preliminary testing of MVP's application to larger natural rough stones. with initial results positive. We expect further expansion of MVP's adoption by small stone polishers in 2025, as well as the initial roll-out, most likely later in the second half of the year of the technology for stones over 2 carats. The overall industry economics will, of course, impact the rate of adoption expansion.

  • The adaptation of our rough planning technologies to LGD has also proven to be technologically sound and has, indeed, created a new revenue stream. However, the rapid decline in LGD rough prices to less than US\$ 100 per carat has made the pricing of this service more challenging, despite the efficiencies generated, and the adoption has been less broad-based than had initially been expected.
  • The opening of the GCAL by Sarine lab in India has enabled us to offer LGD grading at more competitive pricing. Given the aforementioned dynamics of the LGD segment, this is of the utmost importance. In fact, as a result of the lab's opening, not only have we acquired new customers and are in the process of acquiring additional ones, but we are strengthening our relationships with our existing customers. With the maturing of our Color and Clarity grading technologies for the LGD market, we will be able to be even more aggressive in our marketing efforts. We expect 2025 to see additional growth in our grading business.

CHAIRMAN'S STATEMENT

Finally, traceability did not generate substantial revenues in ŖŔŖŘƕ- §ĝ- ĦÙÄ- ÝĝĝĬÄ ăÒ ĝăĬĖ·Ä ĺÄĖÝŌ·§ĦÝăú ĺÝĝƪƪĺÝĝrĬĝĝݧú- sanctions was, in effect, put on hold. Both the U.S. and the E.U. continue to advance regulations requiring disclosure of a diamond's country of origin, though the dates of implementation remain unclear (in the U.S. from an initially ù§ú½§ĦĽēĖÝòŕƕ-ŖŔŖřúăĻĝÄÄùÝúÓòŁò§ĦÄĖ-Ýú-ŖŔŖřƟ-Ýú-ĦÙÄ- E.U. on January 1, 2026). We believe our recently signed and announced collaboration with DeBeers' Tracr™ platform a distinctively scalable cost-effective means to meet any newly mandated disclosures regarding diamond origin and provenance.

Through aggressive business streamlining and cost cutting ùħĝĬĖÄĝƕ- ĻÄ- Ù§ĺÄ- ÄúÙ§ú·Ä½ ăĬĖ- Ōú§ú·Ý§ò ēÄĖÒăĖù§ú·Äƕ- §ĝ- ĖÄōÄ·ĦĽ-ÝúăĬĖ-Ōú§ú·Ý§òĝƚ-Ä-Ù§ĺÄ-ĖÄ·ă˽Ľ-§úÄĦēĖăŌĦăÒyƺ- 1.1 million in FY2024, reversing the loss of US\$ 2.8 million in FY2023. We have also reduced our receivables and inventories to free up more cash in our debt free balance sheet. In line with our streamlining efforts, the Group will migrate its manufacturing activities to India in 2025. This step will take avail of both the lower costs associated with the manpower employed in India §ú½- ĦÙÄ- ÄŀÝĝĦÄú·Ä ăÒ- § ĕĬ§òÝŌĽ- Ħħù ăÒ ĝĬēēăĖĦ ēÄĖĝăúúÄòƕ- who can relatively easily be trained to perform the necessary assembly steps entailed in the production processes. Our new strategic initiatives, coupled with our operational streamlining, Ù§ĺÄēăĝÝĦÝăúĽ-ĦÙÄ-1ĖăĬēĝĦĖăúÓÄĖ-Ħă-¶ÄúÄŌĦĕĬÝ·ïòŁ-ÒĖăù-§úŁ- improvement in the natural diamond industry.

In accordance with our strategy of recent years, the Group's business continues to pivot to deriving mostly recurring revenues from its proprietary services, including the Gal3D inclusion mapping software (which processes the Galaxy® platforms' output), the Advisor® rough diamond planning and MVP cloud-based solutions, as well as other pay-per-use services, such as the LGD planning solution. Our LGD-related recurring revenue alone has exceeded 15% of overall revenue in FY2024. Along with our Group's grading and traceability reports, all our recurring revenue initiatives now constitute about 77% of the Group's revenues whereas 15 years ago, close to 97% of group revenue was derived from the sale of capital equipment, with only annual maintenance service agreements generating recurring revenue.

I am also excited by our signing of a non-binding LOI Term Sheet to purchase, subject to the usual due diligence reviews and to Ėħ·ÙÝúÓ- §ú½- ÄŀÄ·ĬĦÝúÓ- §- ½ÄŌúÝĦÝĺÄ- §ÓĖÄÄùÄúĦƕ- § ù§ìăĖÝĦŁ- share in Kitov.AI against an all-cash consideration. Kitov.AI has developed a very sophisticated inline quality assurance and control (QA/QC) system with the unique advantage of applying ;-Ħă-ĦÙÄēĖă·ÄĝĝăÒ-½ÄŌúÝúÓ-ĦÙÄ-ÝúĝēÄ·ĦÝăúēĖă·Äĝĝƚ-ÙÝĝ-·ĬĦĝ- ĦÙÄ-ÝùēòÄùÄúĦ§ĦÝăú- ĦÝùÄ ĝÝÓúÝŌ·§úĦòŁƚ-UăĖÄăĺÄĖƕ- ĦÙÄ ĝŁĝĦÄùƴĝ- ;- Ýĝ- ½ÄĝÝÓúĽ- Ħă- §ĝĝÝĝĦ- Ýú- ĖÄ·ăÓúÝĝÝúÓ- §- ½ÄĝÝÓú ō§Ļ- Ýú- ĦÙÄ- ÝúĝēÄ·ĦĽē§ĖĦƕ-¶Ł-·ăòò§ĦÝúÓ-ĖÄēÄĦÝĦÝĺÄō§Ļĝƚ-;ú-§½½ÝĦÝăú-Ħă-¶ÄÝúÓ- a company engaged in technologies similar to those employed by Sarine (optical inspection, AI, software, etc.), thus "speaking" the same language, Kitov.AI provides the Group with the means Ħă-½ÝĺÄĖĝÝÒŁ-ÝúĦăúÄĻ-ŌÄò½ĝĝÄē§Ė§ĦÄ-ÒĖăù-ĦÙÄ-½Ý§ùăú½-Ýú½ĬĝĦĖŁƚ Kitov.Ai's parent company, RTC executed the image processing development work on Sarine's Galaxy system and participated in the development of our Clarity grading system.

On behalf of the Board of Directors, I would like to again thank our management and employees for their ongoing commitment to the Group. We would also like to thank our loyal customers and business partners. Lastly, I thank our loyal shareholders for their continued trust in Sarine and its management.

Respectfully Yours,

Daniel Benjamin Glinert Executive Chairman of the Board

BOARD OF DIRECTORS

DANIEL BENJAMIN GLINERT

Executive Director and Chairman of the Board

Daniel Benjamin Glinert has been an Executive Director and the Chairman of the Board of the Group since 1999 and is a member of the Nomination Committee. He is also a Director in the Group's subsidiaries Galatea, Sarine Color Technologies, Sarine Polishing Technologies, Sarin India, Sarin Hong Kong, Sarine Holdings USA, Sarine North America, GCAL USA LLC, Sarine IGT 10H, Sarine IGT 101 and Sarine IGT 10JKL. Mr. Glinert holds a Bachelor's degree in Computer Sciences (cum laude) from the Technion - Israel Institute of Technology. He has over 50 years experience in various hightechnology industries (military, semiconductor, medical and industrial applications) in research, development and management positions in Israel and the USA. Mr. Glinert founded Interhightech Ltd. (originally named TIC) Software Systems. Ltd.), a founding shareholder of the Sarine Group. in 1982 and was its CEO and then Chairman since its inception till its sale in 2000. Prior to that, from 1977 through 1982 Mr. Glinert worked for E-Systems Inc. (now a division of Raytheon) in the U.S. on a development programme for the Israel Air Force, which was awarded the prestigious Israel Defence Award. From 1972 to 1977 Mr. Glinert served in the Israel Air Force and attained the rank of Major.

AVRAHAM ESHED Non-Executive Director

Avraham Eshed is a Non-Executive Director of the Group, having been appointed to the Board in April 2006. Between 2010 and 2014 Mr. Eshed was an Executive Director of the Group. Mr. Eshed has over 50 years of experience in the diamond and gemstone industries. He is the founder of Gemstar Ltd. and Eshed Diam Ltd., and serves as the President of both companies. Mr. Eshed is also a founding member of the International Colored Gemstone Association (ICA), where he served as a Director. He was President of the Israel Emerald Cutters Association and the Vice President of the Israel Diamond Manufacturers Association (IsDMA) as well as a member of its Executive Committee. Mr. Eshed has been recognised as an outstanding exporter by the State of Israel and was presented with awards by President Ephraim Katzir in 1977 and again in 1989 by President Chaim Herzog. In 2011 he was recognised and cited as an outstanding exporter to Asia. In 2019 he was recognised as an Israel Diamond Industry Dignitary by the Israel Diamond Manufacturers Association for his life-long contribution to the industry. In 2022, Mr. Eshed became the owner of the largest uncut single crystal emerald, recognised by the Guinness Book of World Records - this unique high quality rough stone weighs an astounding 7,525cts.

UZI LEVAMI

Non-Executive Director

Uzi Levami is a Non-Executive Director of the Group, as of January 2018, and is a member of the Remuneration Committee. Prior to that he had been an Executive Director since December 2008 and was CEO of the Group from February 2009 through April 2017. He is also a Director in the Group's subsidiary Sarin Hong Kong. Mr. Levami completed his studies towards a Master's degree in Computer Sciences from the Weizmann Institute of Science and holds a Bachelor's degree in Electrical Engineering (cum laude) from the Technion - Israel Institute of Technology. He is one of the original founders of Sarine and has a long history of founding high-tech companies - Compulite Ltd., Shalev Computer Systems Ltd. and EquipNet Ltd., a start-up spin-off of Interhightech (1982) Ltd. Prior to serving as CEO of the Group. Mr. Levami held the position of Director of Business Development at MKS Instruments Inc., a publicly-traded US company supplying in excess of \$700M of capital equipment to the semiconductor industry, after the company he founded, EquipNet Ltd., was acquired by MKS. In 1992, while at Shalev Computer Systems, Mr. Levami was personally awarded the prestigious Israel Defence Award by then President Chaim Herzog for his endeavours on a development project for the Israel Defence Forces. From 1973 to 1980 Mr. Levami served in the Israel Army Intelligence Corps and attained the rank of Major.

BOARD OF DIRECTORS

VARDA SHINE Lead Independent Director

Ms. Varda Shine is an Independent Director of the Group, having been appointed to the Board in April 2017. Ms. Shine also serves as the Lead Independent Director and is the Chairperson of the Remuneration Committee and a member of the Audit and Nomination Committees. Ms. Shine has had a career spanning over 30 years in the diamond industry at De Beers, culminating with her serving from 2006 through 2014 as the CEO of De Beers' Diamond Trading Company, De Beers trading arm, responsible for the sale of the majority of its rough diamonds (US\$ 5-6 billion annually) through the sightholder paradigm. During her tenure at DeBeers, she attended courses in Advanced Management at Templeton, Oxford, and Marketing Channels at Insead. Ms. Shine currently serves as a Senior Independent Director and the Remuneration Committee chairperson on the board of Ecora-Resources PLC. She is also an executive mentor at Merryck & Co., working with C-suite executives of listed companies (and holds a Master of Science in Executive Coaching by Hult Business School). In addition, Ms. Shine is a Trustee of the Teenage Cancer Trust (UK).

NETA ZRUYA HASHAI Independent Director

Ms. Hashai was elected to our Board of Directors as an Independent Director in April 2023. She was appointed Chairperson of the Audit Committee and Member of the Remuneration Committee upon her initial election to the Board in June 2020. Prior to joining our Board, Ms. Hashai served, commencing 2000, as an Audit Partner at Price Waterhouse Coopers (PWC) Israel and audited firms publicly traded on the U.S. and Israeli exchanges, as well as Israeli subsidiaries of international companies and domestic private firms from many varied sectors, including bio-technology and life sciences, industrial manufacturing, retail, finance and holding companies. Ms. Hashai has performed these audits in accordance with IFRS, US GAAP and US / Israel SOX standards. Ms. Hashai has also worked on IPOs of equity and debt issuances. From 2012 through 2018, Ms. Hashai also served as the CEO of PWC Israel's Trust Company. From 2021 through 2022 Ms. Hashai served as the Chief Financial Officer of Raphael Hospitals Ltd., a new private hospital organisation in Israel specialising in surgical procedures in various disciplines. As of January 2023, Ms. Hashai has been appointed the CEO of ESOP Management and Trust Services Ltd., a subsidiary of the Israeli Phoenix Investment House, wholly owned by the Phoenix Group. Ms. Hashai holds a BA in Accounting and Communications and an MBA in Finance Management, both from Tel Aviv University, and is a Certified Public Accountant (Israel).

LIM YONG SHENG Independent Director

Mr. Lim was elected to our Board of Directors as an Independent Director in April 2023. He was appointed a Member of the Audit and Nominating Committees upon his initial election to the Board in June 2020. Mr. Lim is Group Chief Executive Officer and an Executive Director of SK Jewellery Group Ltd., a leading Singaporean retail jewellery chain with over 70 branches across Singapore and Malaysia. Mr. Lim Yong Sheng is one of the group's founders, and has been the group's CEO since 2015. Since the group's establishment, Mr. Lim has been a critical contributor to the group's growth and continued success. As group CEO, he is responsible for the overall strategic planning, management, and business development of the group, monitoring the development and performance of the group's operations, driving the operational efficiency of the group's work processes, and identifying new opportunities for the group's expansion. In particular, the group's brand management and marketing strategy are spearheaded by Mr. Lim. Mr. Lim is also a non-executive director of the MoneyMax Financial Group, which is listed on the Catalist Board of the Singapore Exchange. Mr. Lim holds a Bachelor of Science in Electrical Engineering from the National University of Singapore.

SIN BOON ANN Independent Director

Mr. Sin was elected to our Board of Directors as an Independent Director in April 2023. He was appointed Chairperson of the Nominating Committee and Member of the Audit and Remuneration Committees upon his initial election to the Board in June 2020. Mr. Sin has had a legal career in Singapore spanning over 30 years. From 1992 through 2018 he was with Drew & Napier, one of Singapore's leading legal firms, becoming a partner in 1994. Prior to his retirement in 2018, he was the Deputy Managing Director of the Corporate & Finance Department and the Co-head of the Capital Markets Practice in Drew & Napier LLC. He has been prolific in handling corporate finance transactions, particularly in the area of initial public offerings in Singapore. He has also acted as counsel to listed companies on secondary equity offerings and debt offerings and has advised companies on regulatory compliance. He also specialised in mergers and acquisitions. Mr. Sin is recognised in industry publications as an industry leader and for his expertise in capital markets. Between 1996 and 2011 Mr. Sin was a member of the Singapore Parliament representing the Tampines GRC. Principle 4 of the Corporate Governance Sections lists all of Mr. Sin's other directorships. Mr. Sin holds a Bachelor of Arts and a Bachelor of Law (Cum Laude) both from the National University in Singapore, and a Masters of Law from the University of London. He is admitted to practice law in Singapore.

DAVID BLOCK is the Group's CEO. He is a Director in the Group's subsidiaries, Galatea, Sarin India, Sarine Color Technologies, Sarine Polishing Technologies, Sarine Hong Kong, Sarine Holdings USA, Sarine North America, GCAL USA LLC, Sarine IGT 10H, Sarine IGT 10I and Sarine IGT 10JKL. Prior to his appointment as CEO in 2017, he was Deputy CEO and Chief Operating Officer (COO) as of 2012, with responsibility for worldwide operations, worldwide sales, including the network of distributors / resellers, and customer care. Prior to that appointment, from June 2009, Mr. Block was Deputy CEO and VP of Sales responsible for overseeing the Group's worldwide sales, including its network of distributors / resellers and subsidiaries. Beginning January 2006, for a period of three years, Mr. Block was the CEO of Sarin India in charge of the overall management of the operations and business in India, responsible for over 70% of the Group's revenues and the supervision of over 200 employees. Before being assigned to Sarin India, Mr. Block was a Product Manager responsible for all the products aimed at the diamond manufacturing market, commencing 2001. Prior to ioining the Group. Mr. Block worked at several major Israeli high technology companies in the management of large-scale development projects, computer programming, quality assurance and technical writing positions. Mr. Block holds a Master of Business Administration (MBA) from the Kellogg-Recanati School of Business, a joint degree from Northwestern University in the USA and Tel Aviv University in Israel, and a Bachelor's degree in Computer Science from the Tel Aviv-Jaffa Academic College in Israel.

RON BEN-ARI is the Group's Deputy CEO (as of 2018) and Vice President of Product Management, responsible for all of the Group's products' definition, marketing and timely development since 2016. From 2013 through 2016 he was first the Director, and then Vice President, of Diamond Manufacturing Activities for the diamond industry midstream, including the Galaxy® family of inclusion scanning solutions, rough diamond planning products, laser sawing and shaping systems, polishing quality aids and polished diamond Cut finishing and grading solutions. From 2005 to 2013 Mr. Ben-Ari acted as the Product Manager of the rough diamond planning group of products (the DiaExpert® and Advisor® product lines). He managed the Galaxy® family of products during their first two years and spearheaded their launch, initial marketing drive and acceptance, ongoing development, etc. Prior to that, since joining Sarine in 2003, Ron Ben-Ari managed the Quality Assurance team in Sarine, responsible for testing all of Sarine's products. Mr. Ben-Ari holds an MBA from the Kellog-Recanati School of Business, a joint degree from Northwestern University in the USA and Tel Aviv University, and a Bachelor's degree in Computer Science from the IDC College in Israel.

YOUVAL ZOHAR joined Sarine as the Group's Chief Financial Officer (CFO) in July 2023. He is also a Director in the Group's subsidiaries, Galatea, Sarine Color Technologies, Sarine Polishing Technologies, Sarine Holdings USA, Sarine North America, GCAL USA LLC, Sarine IGT 10H. Sarine IGT 101 and Sarine IGT 10JKL. He has over 25 years of experience as a CFO. working with companies in Israel and the United Kingdom. From 2020 until 2023 Mr. Zohar served as the Chief Executive Officer (CEO) of Ship2U Ltd. an e-commerce freight forwarding company serving renowned worldwide brands. During this period Mr. Zohar also led a private equity investment in Ship2U's parent company, the Mentfield Group - Israel's third largest freight forwarding entity. From 2016 through 2020, he served as the CFO of Levanon & Kogan Ltd. Israel's leading advanced purchasing and supply chain solutions provider. Following Levanon & Kogan's acquisition by the Fritz group. Mr. Zohar took responsibility of the entire group's financials and led a private equity exit. From 2014 through 2016, Youval served as the CFO of the LR Group, a worldwide large-scale infrastructure projects company in developing countries. From 2007 through 2014, he served as the CFO of the Fritz Group, mentioned above. Prior to that Mr. Zohar served as Deputy CFO for Agrexco, an international agricultural export company. During his tenure at Agrexco he served as Agrexco UK's CFO, relocating to London for 7 years. Mr. Zohar is a Charted Public Accountant (CPA lsr.) and holds a Bachelor's degree in accounting and economics from the Hebrew University of Jerusalem.

ABRAHAM MEIR KERNER is the Group's Chief Technology Officer (CTO) since 2004. Prior to August 2021, from 2009 through 2021, Mr. Kerner was also the Vice President of Research and Development. He is primarily responsible for developing our technological base, as well as overseeing the development of new solutions. Prior to 2004, Mr. Kerner was our R&D manager for nearly a decade, having joined the Group in 1995. Prior to ioining the Group Mr. Kerner worked for companies related to the Group, where he accumulated 15 years of engineering experience and was involved for ten of those vears in the development of precision motion control systems and accurate measuring machines for diamonds. Avi has been the inventor behind many of Sarine's patented innovations through the years, including the rough diamond concave mapping and laser marking technologies, key to our automated diamond planning, which essentially revolutionsed diamond production. Between 1989 and 1995 Mr. Kerner worked for Shalev (founded by Mr. Levami, the Group's non-executive director) and then Interhightech (founded by Mr. Glinert, the Group's current Chairman, into which Shalev was merged in 1993) and developed the original DiaMension® the first-ever high-accuracy polished diamond measuring system. which enabled automated Cut grading adopted by most major diamond gemmological institutes, and the firstever automated computerised centering system for the bruting of rough diamonds. From 1986 through 1989 while at Shalev. Mr. Kerner participated in the Group's original development project - the Robogem", an automated system for planning and shaping non-diamond gemstones. Before that, from 1980 through 1986 Mr. Kerner worked for another of Mr. Levami's start-ups - Compulite. Mr. Kerner holds a Bachelor's degree in Electrical Engineering from the Technion - Israel Institute of Technology.

ZEEV COPEL joined Sarine in 2021 as Vice President, Research & Development (R&D). He leads the development of cutting-edge technologies and Al-driven solutions, positioning Sarine at the forefront of innovation in the diamond industry. Zeev is deeply focused on integrating advanced methodologies, enhancing R&D efficiencies, and fostering top-tier talent to drive continuous improvement and technological breakthroughs. With strong ties to the global market and extensive expertise in Al and advanced imaging systems, Zeev brings a forward-looking perspective to Sarine's growth. Prior to ioining Sarine, he spent over a decade at Philips Medical (Nasdag: PHG). where he advanced from a software domain expert to Global R&D Director for advanced imaging products. In this role, he successfully led large, multinational R&D teams in India and Israel, delivering next-generation technologies. From 2005 through 2008 Zeev was a Senior Software Engineer in the Missile Division of Rafael Advanced Defense Systems, where he contributed to the initiation of the Iron Dome project. Earlier, from 2003 to 2005, he gained experience at Marvell Semiconductors (Nasdaq:MRVL), focusing on networking and storage technologies as part of his engineering studies. Zeev holds an MBA from Haifa University, a Bachelor's degree in Software Engineering from Ort Braude Karmiel, and a degree in Electronics Practical Engineering from the Technion in Haifa.

TZAFRIR YEHUDA ENGELHARD has been the Group's Vice President of Business Development since 2017, responsible for development of new business lines and strategic cooperation with other parties. Tzafrir earlier served as the Group's Vice President of Business Development Polished Diamonds Trade from 2013 through 2016, and the Director of Business Development since 2010. During 2009 (cut short for personal reasons), Mr. Engelhard was the CEO of Sarin India in charge of the overall management of the operations and business in India, and, specifically, the launch of Sarine's first Galaxy® inclusion mapping service centre there. Prior to that, Mr. Engelhard served as a Product Manager, responsible for several of the Group's products. Prior to joining Sarine, from 2007 to 2008, Mr. Engelhard worked at eTouchware, a software company that provides solutions for secure and efficient file transfers over the Internet, and, from 2004 to 2007, at Cognitens Ltd. (later purchased by Hexagon Metrology Inc.), a company that developed and sold high precision non-contact measurement devices to the worldwide automotive market. Mr. Engelhard holds an MBA from the Hebrew University of Jerusalem, with specialisation in marketing strategy, and a Bachelor's degree in Optomechanics Engineering from the Technion - Israel Institute of Technology.

EFI GOREN ioined Sarine in 2021 as Vice President. Global Operations and is responsible for Sarine's operational aspects, including procurement, production, information technology (IT) and customer care. Efi's focus is on enhancing Sarine's global operations to support global rollout of new product and service solutions, including software-as-a-service (SaaS), driven by a holistic customer-centric culture. Prior to joining Sarine, Mr. Goren worked for Philips Medical (Nasdaq:PHG) from 2018 starting as a New Product Introduction (NPI) & Services Director and then as an Operations & Services Manager of a BIU (Business Unit) that sold the company's advanced imaging products in India, Holland, the United States and Israel. From 2010 through 2018, Efi worked for Hewlett Packard (Nasdaq: HPQ) starting as a Regulation Manager ensuring that HP's large format digital printing products meet international regulations such as CE, UL, EMC and overall environmental compliance. In 2014 he led the customer support team in building the support plan, tooling and infrastructure for new machines while continuing to support current products and customer care for the entire installed base. Mr. Goren holds a BSc degree in Electrical Engineering from Ben Gurion University.

WILLIAM WEISEL is the Group's General Counsel, having joined the Company in mid-2016. In his role, Mr. Weisel is responsible for the Group's legal matters, with an emphasis on its core business transactions, new business development, intellectual property protection and employment issues. Prior to his employment by Sarine, Mr. Weisel served in Israel from 2007 to 2014 as VP & General Counsel of Lumenis Ltd. (Nasdag: LMNS), a global medical device manufacturing company, from 2001 to 2004 as VP & General Counsel of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a global satellite telecommunications company, from 1999 to 2001 as General Counsel of ADC Teledata lsrael Ltd., a telecommunications hardware manufacturer and from 1992 to 1999 as General Counsel of Scitex Corporation Ltd. (Nasdaq: SCIX), an innovator and manufacturer of digital printing graphics equipment. From 1982 to 1986 William practiced law as a litigator in Los Angeles, California at the firm of Jeffer, Mangels, Butler & Marmaro. In addition, from 2013 to 2023 Mr. Weisel was a lecturer at the Haifa University Graduate School of Management and taught a course called "Business & Law Convergence" to MBA students. Mr. Weisel is the author of an article entitled "Deal Breaker to Deal Maker" published in 2015 by The Legal 500 in its publication, GC-General Counsel Magazine. Mr. Weisel holds a Bachelor of Arts degree in political science from the University of California, Los Angeles (UCLA) and a Juris Doctor (JD) degree from Loyola University School of Law in Los Angeles. Mr. Weisel is admitted to practice law in California and Israel.

ADI FRIED joined Sarine as the Human Resources Manager in July 2019. She oversees all HR activities in Israel while providing professional and strategic guidance to Sarine's global operations. Her responsibilities include formulating and implementing HR policies, leading organisational change initiatives, recruiting and retaining top talent, and fostering employee development to support the company's long-term growth. With over 20 years of experience in human resources, driving organisational growth and transformation across diverse industries, Ms. Fried has demonstrated a consistent ability to navigate complex challenges and deliver impactful results. Before ioining Sarine, she led HR operations for a nationwide hotel chain in Israel, overseeing the HR activities of approximately 1.000 employees across eight hotels. She was instrumental in policy creation, talent management, and successfully managing the HR processes associated with the sale and closure of the business. From 2005 to 2016, Ms. Fried served as the Human Resources Manager at Zap Group, a pioneering company in the fields of commerce and consumerism. She contributed to the company's transition from a traditional Yellow Pages model to a digital leader through significant mergers and acquisitions. She supported the management of complex organisational changes and aligned HR strategies with corporate objectives. Ms. Fried holds a Bachelor's degree in Nutritional Sciences from the Hebrew University of Jerusalem and a Master's degree in Law from Bar-llan University.

BEN FINKELSTEIN has been a Director of Sarin India since 2021 and has been the Managing Director of Sarin India as of March 2023. Prior to this assignment Mr. Finkelstein served for four years as a Product Manager, responsible for Sarine's polished diamonds wholesale and retail traderelated solutions and services. During this period, Mr. Finkelstein garnered a wealth of knowledge relating to polished diamonds and their retail branding. Prior to joining Sarine, from 2013 to 2016, Mr. Finkelstein was a Project Manager at Signature-IT, where he defined and managed e-commerce and product-line projects. Mr. Finkelstein also has experience as a professional Olympic coach from 2009 through 2013 he was part of Israel's team to the London 2012 Olympic Games. During this period the professional athlete he coached in windsurfing won the world championship three times! Mr. Finkelstein holds a Bachelor's degree in Computer Engineering from the Ruppin College in Israel.

BEENITA RITESH CHAURASIA is the Vice President of Sales, Sarin India, having been appointed to this position in 2010. Ms. Chaurasia is responsible for all pre- and post-sale activities relating to the Group's products in India. Prior to this appointment. Ms. Chaurasia had been employed by Sarin India since 2004, initially as a junior sales person and over time with ever increasing managerial responsibilities. Prior to her employment with Sarin India, from 2001 through 2003 she was employed by Pyramid Exports in various positions pertaining to business administration, manufacturing administration and exports of cosmetics, skin care and personal care and perfumery products to international markets. She holds an MBA with distinction, having finished first in her class, from the Jamnalal Bajaj Institute of Management Studies (Mumbai University), with a specialisation in marketing. She also holds a Master's degree in Commerce from Mumbai University, also with distinction. Ms. Chaurasia holds a Bachelor's degree in Commerce from K.P.B Hinduja College in Mumbai.

SUDHIR NARASINGA RAO has been Vice President of Finance, Sarin India, since July 2012. He has over 30 years of corporate finance experience, working with local conglomerates and multinational companies in India. From January 2000 through June 2012, Mr. Rao served as Director of Finance (and on the Board of Directors) of Firmenich Aromatics (India) Private Limited, an Indian subsidiary of a Swiss multinational company in the flayour and fragrance industry, where he led the finance and accounting team. He was part of the core team which set up the first chemical plant in India for the Firmeinch group in the special export zone in the state of Guiarat (where Surat. India's primary diamond manufacturing industry hub, is also located). Prior to that, from 1998 through 1999 he served as General Manager of Finance for Mphasis (India) Limited, a software development company, in which Blackstone Private Equity holds a majority stake, and was part of the core team which set up the start-up company in India. From mid-1987 through 1998 Mr. Rao served as Divisional Manager of Finance for KEC International Limited, a tower manufacturer and transmission line turnkey project contractor, where he began his career as a management trainee. Mr Rao is a qualified Chartered Accountant from the Institute of Chartered Accountants of India and holds a Bachelor's degree in Commerce from Mumbai University.

ANGELO PALMIERI is the President of GCAL by Sarine, a strategic partnership between Sarine Technologies and Gem Certification & Assurance Lab, Inc. With more than 19 years of experience in the gems and jewelry industry, Mr. Palmieri has played a pivotal role in steering various corporations towards growth and innovation. As the chief architect behind the GCAL 8X Cut Grade, he has influenced the diamond cut grading field, introducing innovative services, and setting new standards in precision and quality. In his career, Mr. Palmieri has been instrumental in leading GCAL to prestigious achievements. In 2008, he took on the role of ISO Management Representative for GCAL, guiding the company to become the first ISO 17025 Laboratory Accredited gems and jewelry laboratory in the Western Hemisphere. In 2012, under his stewardship, GCAL also earned the distinction of being the World's only ISO 17025 Accredited Forensic Laboratory in the field of Diamond, Gemstone, and Jewelry testing, A Cornell University alumnus with a business major. Mr. Palmieri furthered his education with an MBA from New York University's Stern School of Business. Mr. Palmieri has made significant contributions in litigation support, including serving as an expert witness in Federal Court. He has also been featured in national TV interviews on major networks, discussing various aspects of the jewelry industry, and as a featured speaker at global jewelry and insurance conferences. Bevond his professional endeavors. Mr. Palmieri has completed marathons for charitable causes, showcasing his dedication to both professional success and community involvement.

NOY ELRAM is the Managing Director of Sarin Hong Kong as of June 2018, with responsibility for expanding the penetration of Sarine's polished diamond solutions for retailers and suppliers in the Asia-Pacific region excluding India. Mr. Elram has over 20 years of experience in development, integration and providing customer support and service for complex solutions in various industries in various territories globally. Between 2014 and 2018 Noy served as Head of Professional Services for Verint (Nasdaq:VRNT), stationed in Singapore, providing pre- and post- sales support to the Singaporean law enforcement authorities, while building and training the local teams to provide on-site services. Prior to that, from 2012 to 2014, Noy worked in Israel as Lead Software Engineer analysing and implementing security protocols at Verint. From 2006 to 2011 Noy managed the R&D at Marvell Semi-Conductors (Nasdaq: MRVL), developing full system solutions for the mobile cellular industry. Noy started his career at Intel Corporation (Nasdaq: INTC) in 2001, as a real-time, embedded, mobile network protocol developer. Mr. Elram holds a Bachelor's degree in Computer Science from the Academic College of Tel Aviv-Yafo in Israel.

For over 30 years , Sarine has pioneered breakthrough technologies across the entire diamond pipeline. Today, Sarine's solutions empower the industry's sustainability and transparency for natural and lab -grown diamonds (LGD) alike. Our innovations , including the newly introduced MVP sof tware, optimise precision and efficiency in diamond planning and polishing. Concurrently we are enabling the next level of consumer transparency with the world's first AI- driven diamond grading, providing unparalleled objectivity and consistency.

Our natural diamonds' grading solutions are being extended to LGD diamonds , embodied in our GCAL by Sarine grading lab in India and New-York , renowned for its strict standards and the industr y's only consumer guarantee. Our Labs provide the diamond's grading information in an industr y-leading interactive digital format that is transforming the retail experience. Sarine solutions are trusted worldwide and utilised by major rough miners , in leading diamond manufacturing plants , wholesalers' facilities, gem grading labs and jewelry retail stores.

FINANCIAL HIGHLIGHTS

(US\$ '000) 2024 2023 2022 2021 2020
Revenues 39,201 42,944 58,763 62,116 40,968
Gross Profit 22,996 27,371 40,623 45,827 27,070
Net Profit 1,074 (2,802) 8,798 16,456 2,365
Gross Profit Margin 58.7% 63.7% 69.1% 73.8% 66.1%
Net Profit Margin 2.7% -6.5% 15.0% 26.5% 5.8%
Cash and Investments 26,300 22,985 35,991 36.413 27,555
EPS (US cents, fully diluted) 0.31 (0.80) 2.51 4.69 0.68
Dividend Per Share (US cents) 0.75 1.25 3.00 2.50 0.50
Net Cash from (used in)
Operating Activities
9,481 (a56) 12,898 21,129 (1,796)
FRITDA 4,116 1,537 13.571 22,206 8,794

Revenues (US\$ '000) 100,000 80,000 60,000 40,000 20,000 0 2024 2023 2022 2022 2021 2020

Dividend Per Share (US cents)

Net Profit (US\$ '000)

Net Cash from (used in) Operating Activities (US\$ '000)

EBITDA (US\$ '000)

SARINE TECHNOLOGIES LTD. ANNUAL REPORT 2024 15

MANAGEMENT'S BUSINESS, OPERATION & FINANCIAL REVIEW

BUSINESS REVIEW

The global diamond industry operates across three primary segments-Upstream, and Downstream-each of which plays a distinct role in the journey of a diamond from mine to market. Sarine's technological solutions address the needs of each segment, enhancing productivity and overall value creation throughout the supply chain.

Upstream

Upstream activities begin at the mine rough diamonds enter the supply chain. Sarine's cutting-edge technologies provide rough diamond producers and traders with the tools needed to evaluate, track and market their stones, ensuring seamless registration, sorting and valuation.

  • The DiaExpert® family of platforms accurately model a rough diamond's external geometry and map its surface, while the Galaxy® family of platforms provide high-resolution, automated mapping to detect internal imperfections, termed "inclusions".
  • These outputs feed into Advisor® rough planning software, which calculates the optimal polished stones are then priced in accordance with current price lists, generating the rough stone's realistic potential value, allowing producers to maximise profitability and traders to make informed purchasing decisions.
  • Sarine's AutoScan™ Plus enhances traceability and compliance, enabling high-speed source registration of rough diamonds at mining sites. The rough source registration, coupled with subsequent scans and documentation throughout the diamond's polishing process, empowers the Sarine Diamond traceability offering, a robust, data-driven and scalable solution, further described in the Downstream section below. The AutoScan" Plus may also be implemented for internal inventory control purposes. Registering the rough diamonds at source, rather than at the producer's central sorting facility days later, following and shipping stations, may significantly reduce inventory loss. The system's low cost, minimal footprint and high speed, enable its utilisation virtually anywhere, including customs gateways and government offices. Additionally, our recently announced collaboration with De-Beers' subsidiary, Trace" Limited ("Tracr""), will also enable Sarine to integrate rough diamonds' origin information registered on Trace""s diamond blockchain platform into our Diamond Journey" traceability system, ensuring an unbroken trail of verification from source to market.

By leveraging our solutions, Sarine empowers the upstream segment with data-driven decision-making, digital tendering capabilities, and enhanced market transparency.

Midstream

The midstreamserment of the diamonds are transformedinto polished rems through a meticulously prescribed series of processes. This transformation begins with evaluation, based on external and internal characteristics, followed by planning, sawing (cutting), shaping (bruting, for round diamonds), polishing, Traditionally, these processes were carried out manually by highly skilled artisans. Today, advanced computer-centric technologies have revolutionised the industry, automating much of this highly specialised expertise.

The midstream segment is primarily concentrated in India, which accounts for approximately 90% of all polished diamonds by volume and 80% by value. While diamond polishing also takes place in China. Vietnam, and several Southern African countries. including Botswana (the second-largest polishing centre globally), Angola, Namibia, and South Africa, India is the dominant global manufacturing hub.

Sarine has a strong market presence across all diamond manufacturing centres. Our installed base of tens of thousands of planning systems and workstations is used in the midstream segment to process over 100 million diamonds annually. A key strategic foothold

in this segment is Sarin Technologies India Private Limited, Sarine's wholly owned subsidiary in India, which has strengthened our direct engagement with customers in the crucial Mumbai and Surat diamond hubs. To support our customers further, we operate an advanced service centre in Surat.

Beyond India, Sarine has a significant presence in southern Africa, with service centres and dedicated agents in Botswana, South Africa and Namibia to support the growing polishing industry in these regions.

Evaluation & Planning Solutions

Our industry-leading automated solutions and services enhance every stage of the cutting and polishing process, for both natural diamonds and lab grown diamonds (LGD). With the launch of our Most Valuable Plan™ ("MVP") in 2024, we have further revolutionised the planning process by introducing our most sophisticated yet algorithmic application that enhances vield, precision and automation. By reducing manual involvement in the processes, our solutions enable midstream customers to manage high volumes of even the smallest rough diamonds profitably, while maintaining the highest standards of craftsmanship.

MANAGEMENT'S BUSINESS. OPERATION & FINANCIAL REVIEW

Our solutions and services optimise two key aspects of rough diamond processing, including:

  • Optimal Planning Maximising the value of each rough diamond by determining the best possible polished outcome, based on true dollar value, market trends and polisher-defined criteria. This is enabled by our high-precision modeling of the rough diamond's geometry and external surface features as well as its internal characteristics inclusions, cracks and other flaws. Our DiaExpert® and Galaxy® platforms, integrated with our Advisor® software, set the industry standard for ootimising rough diamond utilisation based on the 4Cs (Carat, Clarity, Color, and Cut) and light performance parameters, Qur new MVP takes rough diamond (currently up to 90 points but to be expanded to over 2 carats in 2025) optimisation to an unprecedented level of automation and sophistication.
  • Real-Time Quality Control The Instructor® software supports inline quality control throughout the faceting process, allowing for real-time monitoring and corrective actions from optimal polishing and suggests remedial polishing steps, including the application of unique asymmetrical solutions to ensure the highest gem.

Grading

With polished diamonds commanding high value, adherence to established quality standards—as defined by the 4Cs is essential. However, manual inspection and grading can lead to inconsistencies, as results may vary based on the gemologist's individual expertise. Sarine's advanced grading techninate this subjectivity, delivering unparalleled objectivity, consistency and efficiency.

Sarine offers a comprehensive suite of grading solutions applicable to both natural and lab-grown diamonds, enhancing industrywide standardisation. Sarine pioneered technological grading with the introduction of Cut grading over 30 years ago. Today, Sarine's grading capabilities cover all the key quality parameters. Our unique Sarine Color" leverage Aldriven technology to deliver objective and repeatable Clarity and Color grading human subjectivity, ensuring that diamonds are evaluated against well-defined, data-based standards. By leveraging cutting-edge Al technology, automation and data-driven insights. Sarine is redefining standards, ensuring greater consistency and efficiency across the midstream segment.

Beyond conventional 4Cs grading, Sarine Light" provides a scientific measurement of a polished diamond's light performance, providing an additional criterion for evaluativ. It has become the most widely used system for light performance analysis and grading in the Asia Pacific (APAC) market - virtually serving as a fifth "C" in Japan.

Further strengthening our grading capabilities the GCAL acquisition in 2023 has expanded our operations with a new 'GCAL by Sarine 'lab in India, allowing for faster turnanced grading services in the key Surat diamond manufacturing hub. In addition to Sarine's conventional lab-based grading" will offer on-site Al-driven grading, streamlining operations for manufacturers by reducing logistics, accelerating production cycles and improving cost efficiency.

Downstream

The downstream segment of the diamond pipeline encompasses the wholesale and retail trade of polished diamonds, where quality assurance, transparency and consumer confidence are of the utmost importance. In an evolving landscape shaped by regulatory requirements, ethical sourcing expectations and digital data delivery, Sarine provides advanced digital solutions that empower wholesalers and retailers to meet these challenges while enhancing customer engagement and confidence.

Sarine Profile Reports: Elevating Transparency and Consumer Confidence

Sarine's Profile Reports provide a detailed digital representation of a diamond's attributes in an interactive format, seamlessly integrating into retailer' digital platforms. These reports deliver experience, helping brands differentiate themselves while delivering trust and transparency to consumers. Key features include:

  • Grading Data A detailed evaluation of a diamond's 4Cs based on Al-derived assessments, ensuring consistent and objective grading.
  • Light Performance Analysis and Grade A scientific measurement of a polished diamond's light performance. Sarine Light" evaluates four critical parameters: brilliance, fire, sparkle, and light symmetry, offering an additional dimension bevond the traditional 4Cs.
  • 3D Visualisations High-resolution imaging and interactive models that allow retailers and consumers to explore a diamond's features intuitively.

Rough Diamond Scanning and Planning Sequence

MANAGEMENT'S BUSINESS, OPERATION & FINANCIAL REVIEW

Traceability and The Sarine Diamond Journey™

With heightened regulatory scruting consumer expectations, diamond traceability is becoming a business necessity rather than an option. Wholesalers and retailers require comprehensive, verifiable solutions while reinforcing their commitment to responsible sourcing.

Our Solutions

Evolving regulatory requirements, including the U.S. and E.U. planned regulations mandating country-of-origin disclosure, underscore the increasing importance of robust traceability systems throughout the diamond supply chain.

Sarine's traceability process begins at the mine or at the producer's central sorting facility, where rough diamonds are recorded and registered. This information can be continuously traced throughout the supply chain via our Sarine Diamond Journey™, creating a digital record of each diamond's transformation from rough to polished. The benefits include:

  • Brand Protection & ESG Validation Reinforcing ethical sourcing commitments while enhancing consumer confidence.
  • Regulatory Compliance & Market Access Enabling wholesalers and retailers to meet global provenance verification requirements to ensure uninterrupted market access.

Additionally, Sarine's just signed collaboration agreement with De Beers Tracr™ will also enable Sarine to integrate rough diamonds' origin information registered on Tracr™'s diamond blockchain platform into our Diamond Journey™ traceability system, ensuring an unbroken trail of verification from source to market.

Industry Segment Technological Solution Core Functionality
Upstream AutoScan™ Plus Rough diamond scanning for traceability
source registration and inventory control
(Producers and Rough Diamond
Wholesalers)
DiaExpert® Family
Galaxy® Family
Advisor®
Rough diamond evaluation
DiaExpert® Family
Galaxy® Family
Advisor® and MVP
Planning optimal cutting and polishing of
rough diamonds into polished ones
Midstream
(Manufacturer)
DiaMension®
DiaMark®
Instructor®
Optimal polishing of diamonds for best
Carat / Cut trade-offs
DiaMension®
DiaScan®
Instructor®
Diamond finishing optimisation
Midstream/Downstream
(Manufacturer/ Gemmological Lab/
DiaMension®
DiaScan®
Sarine Light™
Sarine Clarity™
Sarine Color™
Instructor®
Polished diamond grading according to
the 4Cs and light performance
Polished Wholesaler & Retailer) Sarine Light™
Sarine Loupe™
Sarine Profile™
Sarine Diamond Journey™
3-D Origin™
Polished diamond branding and
wholesale / retail trade online and in-
store

Note: The majority of Sarine's technologies, with the exception of AutoScan" Plus, Sarine Color", which are undergoing adaptation, either support or have been adapted for LGD.

For further details on our full range of solutions and our services, please visit our website at: https://sarine.com

18

MANAGEMENT'S BUSINESS. OPERATION & FINANCIAL REVIEW

Intellectual Property

Our proprietary hardware and software are protected through numerous registered patents and trademarks in key markets, with additional applications pending. In 2024, several of our pending patents were granted in various countries. We continue to strengthen and expand our IP portfolio, filing new patents to protect our latest technological advances.

Over the years, we have pursued litigation in India against competitors alleged to have infringed or fraudulently used our Galaxy® inclusion mapping technology and Advisor® planning software. In 2024, we amicably resolved many of these cases, along with various pre- and post-grant patent oppositions. However, a few remain active and will continue into 2025.

In addition to our patent applications, copyright protection, and legal enforcement actions, we integrate advanced security features into our systems using cloud computing technology. The Galaxy® family of inclusion scanning systems, Advisor® rough planning software (Advisor® 6.0+), Sarine Light™, Sarine Loupe™, Sarine Profile™, Sarine Color™, 4Cs e-Grading™ and Sarine Diamond Journey" all incorporate cloud-based self-developed software protection to prevent unauthorised use. Our in-

house cyber protection offers a higher level of defence than commercially available solutions, which are frequently targeted by hackers per se. The Advisor® 8.0 release (2022) further reinforced IP protection through more sophisticated cloud-based security technologies. Launched in early 2024. our MVP software includes robust security both Amazon Web Services cloud infrastructure and Sarine's proprietary safeguards to protect its inherent intellectual property.

Objectives

In 2025, Sarine aims to advance its strategic initiatives across key areas:

  • MVP Accelerate adoption of MVP by expanding its applicability to rough diamonds of 2 carats and above, reinforcing its 1. role as a transformative planning solution.
    1. enhancing accessibility, efficiency, and market penetration.
    1. ကံ Traceability Solutions - Strengthen sa leading provider of scalable, cost-effective diamond traceability solutions by collaborating with Tracr", thus empowering regulatory requirements, including the U.S. and E.U. planned regulations mandating country-of-origin disclosure.
    1. activities to India, positioning the Group closer to its key customers while leveraging lower manpower costs and an existing team of qualified support personnel.

By focusing on these objectives, Sarine continues to lead the diamond industry's technological evolution, offering cutting-edge digital solutions that drive efficiency, transparency and sustain. These objectives are aimed at significantly increasing our recurrent revenue stream, as detailed below:

Strategy

To realise the aforementioned objectives, the Group plans to:

    1. Leverage MVP's proven value proposition, its enhanced yield and process automation, to accelerate adoption among manufacturers. Expand its applicability to larger rough diamonds, ensuring broader market adoption. Maintain a per-stone/ per-carat fee model. This approach will drive a scalable, recurring revenue stream, reinforcing Sarine's long-term revenue growth.
    1. -Drive the growth of our LGD grading business by leveraging the cost-effectiveness and strategic location of the 'GCAL by Sarine' lab in Surat, attracting new customers while reinforcing with existing clients. We will enhance efficiencies and reduce operational costs by integrating technology into the lab's workflow, ensuring a scalable and competitive service offering in the evolving LGD market.
    1. Leverage our recently signed collaboration agreement with Tract" and our continued deployment of AutoScan" Plus to enhance our Diamond Journey" traceability system and further establish Sarine's leadership in diamond provenance assurance. The collaboration will enable Sarine to integrate rough diamonds' origin information registered on Tract" directly at the source, ensuring an unbroken trail of verification from source to market. By strengthening our traceability framework. the Sarine Diamond Journey" will deliver a seamless, scalable and cost-effective compliance solution. This offering supports adherence to regulatory mandates, minimises operational disruptions and reduces overhead costs for stakeholders across the diamond value chain. Embedded traceability solutions will reinforce our recurring revenue stream.
  • Execute a relocation of our manufacturing operations to India, leveraging the cost savings and skilled local workforce to enhance efficiency and profitability. This move aligns with strategy by reducing overhead costs, while enabling the Group to reinvest in tiatives that expand recurring revenue streams, such as our Al-driven initiatives and our Software as a Service (SaaS) based solutions.

Performance Indicators

Non-financial Indicators

We use the following non-financial indicators to assess our Group's performance year-on-year:

Technological Leadership

Our technological leadership, as measured by the innovations embodied in our new and enhanced products and services, as well as by our existing and pending patents worldwide, remains solid. No other company in our field offers a wider range of products and services or owns a broader portfolio of intellectual property (patents and copyrights) across the entire value chain of the diamond industry.

MANAGEMENT'S BUSINESS, OPERATION & FINANCIAL REVIEW

Product and Service Offerings

In 2024 we furthered the adaptation of our technologies for planning to the LGD segment and continued to advance our Al-based grading solutions for LGD. In 2025 we will continue integrating our Al-driven grading technology into the 'GCAL by Sarine' lab's workflow, bolstering our service so that it meets the expanding demand for LGD grading cost effectively. We also launched our completely new MVP technology for the highly automated plannonds with improved yields. In 2025 we will adapt MVP to rough diamonds of 2 carats and above. Sarine remains committed to innovation and automation, delivering advanced solutions to support the evolving diamond industry.

Brand Strength

Our brand strength allows us to leverage our industry recognition to market and sell complementary products to our existing customers, as well as to acquire new customers. The launch of our state-of-the-art MVP offering in 2024 further enhanced our brand strength in the midstream segment of the value chain. Our brand strengthened in the opening of our 'GCAL by Sarine' lab in India, which affords us a cost-effective channel into the U.S. retail market, in general, and, most importantly, into its expanding LGD segment. We intend to continue strengthening our brand in 2025 with traceability initiatives in collaboration with Tracr™.

Financial Indicators

The natural diamond manufacturing industry, from which the Group still derives most of its revenues, faced ongoing headwinds for the second year running. Weakened consumer demand in China and the continuing disruption by LGD continue to negatively impact natural diamond demand and prices, consequently slowing midshing activity. The LGD segment itself is also experiencing disruptive issues stemming from oversupply driving declining wholesale prices. This, coupled with intensifying competition among retailers, has driven down retail profits, with retailers accordingly pondering their course of action - focus on higher-priced natural diamonds or on LGD with constantly eroding prices.

Revenues

Revenues for FY2024 decreased by 9% to US\$39.2 million in FY2023. The overall decline in sales resulted from impaired business conditions in the entire diamond jewellery value chain, offset slightly by the introduction of our LGD rough planning solution.

Gross Profit

Gross profit for FY2024 decreased by 16% to US\$ 23.0 million and our gross profit margin was 59%, as compared to US\$ 27.4 million and a margin of 64% for FY2023, primarily due to decreased overall sales and inventory write-offs in accordance to Group policy.

Revenue by Geographic Segment

Profit from Operations

For FY2024 the Group reported a zero profit from operations, as compared to a loss of US\$1.8 million in FY2023. The decrease in sales and in gross profit was offset by significant cost reduction steps implemented by the Group.

Net Profit

For FY2024 the Group reported a net profit of US\$ 1.1 million, as compared to a net loss of US\$ 2.8 million in FY2023. A financing income from options fair value adjustment and tax savings from consolidated tax reporting initiatives taken by the Group contributed to net profit increase.

MANAGEMENT'S BUSINESS. OPERATION & FINANCIAL REVIEW

OPERATING REVIEW

Market-driven Opportunities:

The demand for verifiable diamond traceability continues to grow. driven by ESG considerations and evolving regulations. including the U.S. and E.U. planned regulations mandating country-of-origin disclosure. Retailers are prioritising ethical sourcing to meet consumer expectations and compliance requirements. Sarine's AutoScan™ Plus enables on-site source registration of rough diamonds and is coupled with subsequent verifiable tracing through the polishing process by our Sarine Diamond Journey".

Company-driven Opportunities:

Sarine continues to identify and pursue growth opportunities by leveraging technological innovation, and changing consumer demands. Looking ahead to 2025, the Group intends to capitalise on the following strategic areas:

  • Enhanced MVP for Broader Stone will extend MVP's automation features to help its manufacturing customers cut costs in the growingly competitive natural stone environment. Furthermore, we will extend MVP's benefits to larger diamonds above 2 carats to increase a polisher's yield from the natural stones and abet higher profitability. These enhancements are expected to create significant added value for customers, further solidifying our leadership in the midstream segment and improving overall yield and efficiency, concurrently bolstering our recurring revenue streams.

  • Scaling 'GCAL by Sarine' Lab Operations: Building on the foundation laid by our 'GCAL by Sarine' lab in India, we plan to expand our LGD grading capacity throughout 2025 to meet growing industry demand. These expansions will include additional throughput capacity and integration of our core automated Color and Clarity technologies, enabling us to deliver consistent grading at lower costs.
  • Traceability Solutions: Our collaboration with De Beers' Tracr" further enhances compliance capabilities. With increasing government and industry focus on traceability, Sarine and Tracr" are well-positioned to provide a cost-effective, scalable solution, ensuring regulatory compliance while maintaining operational efficiency and boosting consumer trust.

Risk Factors

China still faces considerable economic from the real-estate crisis and its possible ripple effect on the banking system.

Our success and ability to compete are substantially dependent on our intellectual property (IP) - our proprietary patented technology and copyrighted software. In addition to ongoing legal proceedings, as noted above under Intellectual Property, we may in the future be involved in additional proceedings, initiated either by us or in response to claims by third parties. The steps that we have taken and are taking to protect our IP rights may not be adequate, and we might not prevent others from using what we regard as our proprietary technology. We already have significant legal expenditures in this regard, and, if we have to resort to more extensive legal proceedings to enforce our IP rights, for instance in the U.S., the proceedings could be even more costly, and we may not be able to recover our expenses. We may be subject to claims by others regarding infringement of their proprietary technology.

We provide retailers with reports and depictions of certain diamond qualities and parameters, including, but not limited to, light performance, the diamond's provenance, its 4Cs, etc. If a retailer's end customer, or another third party, even if we are not contractually bound to such end customer or third party, alleges that our report is incorrect, or it is improperly relied upon, and we are held responsible, we could be subject to monetary damages. Our acquisition of a majority stake in the U.S. GCAL lab increases our exposure to these issues due to their industry unique money-back guarantee issued on the certificates. Appropriate insurance is in place to cover for such contingencies.

We are and may continue to be subject to product liability and/or other claims, if people are harmed or ther properties damaged by the products we sell or the services we offer.

Disruptions, failures or breaches of our information technology and cloud computing infrastructure could have a negative impact on our operations and sales.

As part of our business plan, we are developing new industry segments and new products and services in our existing productlines. We are also expanding our marketing market segments and geographical areas. There is no assurance that such expansion plans will be commercially successful. If we fail to active a sufficient level of revenue, or if we fail to manage our costs effectively, we may not be able to recover our expenditures, and our future financial position and performance may be materially and adversely affected.

Israel has been involved in a war with the Hamas terrorist group in the Gaza strip, following its brutal 7 October 2023 attack, Hostilities also commenced with the Hezbollah terrorists in Lebanon and other Iranian-affiliated terrorist groups, along with Iran itself. Currently a cease fire has been achieved on all fronts. To date, the Group's activities has been minimal.

Risk Management & Internal Control

The Audit Committee and Managementhave, through the years, analysed the forementioned and many other risk factors and have compled a matrix of risks pertaining to the Group's business and performance, financial management, information technology (IT) and regulatory compliance. This risk matrix captures both the severity of potential negative impacts on the likelihood of their occurrence. In 2021, with the assistance of our Internal Auditor, we reassessed a comprehensive, weighted, and prioritised risk factor matrix, which continues to serve as the basis for our ongoing review of internal controls and audit planning.

MANAGEMENT'S BUSINESS, OPERATION & FINANCIAL REVIEW

ÙÄ- Ĭ½ÝĦ ăùùÝĦĦÄÄ ēÄĖÝă½Ý·§òòŁ- ĖÄĺÝÄĻĝ- ĦÙÄ- 1ĖăĬēƴĝ- ÝúĦÄĖú§ò- ·ăúĦĖăòĝ- Ħă- ÄúĝĬĖÄ- ĦÙÄŁ- §½ÄĕĬ§ĦÄòŁ- §½½ĖÄĝĝ- ĦÙÄ- ݽÄúĦÝŌĽ- ĖÝĝïĝƚ- The Audit Committee engages an independent third-party Internal Auditor to perform in-depth analyses of selected key areas ăú- §- ĖăĬĦÝúÄ- ¶§ĝÝĝƚ- "§·Ù- ŁÄ§Ėƕ- ¶§ĝĽ ăú- ĦÙÄ- ŖŔŖŕ- ĖÝĝï- §ĝĝÄĝĝùÄúĦƕ- ĦÙÄ-;úĦÄĖú§ò- Ĭ½ÝĦăĖ- ĖÄ·ăùùÄú½ĝ ĝēÄ·ÝŌ·- §Ėħĝ- ÒăĖ- §Ĭ½ÝĦ- Ħă- the Audit Committee. The Audit Committee considers these recommendations based on the level of risk, after which the Internal Ĭ½ÝĦăĖ ēĖă·ÄĽĝ- ĻÝĦÙ- ĦÙÄ- §ēēĖăĺĽ- §Ĭ½ÝĦĝƚ ēăú- ·ăùēòÄĦÝăúƕ- ĦÙÄ- ;úĦÄĖú§ò- Ĭ½ÝĦăĖ ĝĬ¶ùÝĦĝ- Ōú½ÝúÓĝ- §ú½- ĖÄ·ăùùÄú½§ĦÝăúĝ- Ħă- both Management and the Audit Committee, which then reviews them. The Audit Committee oversees the implementation of the necessary corrective actions.

The Board of Directors, with the concurrence of the Audit Committee, remains of the opinion that the current internal controls §ú½- ĖÝĝïù§ú§ÓÄùÄúĦ ĝŁĝĦÄù- §ĖÄ- §½ÄĕĬ§ĦÄ- §ú½-ÄÒÒÄ·ĦÝĺÄ-ÝúùÝĦÝÓ§ĦÝúÓ- ĦÙÄ-Ōú§ú·Ý§òƕăēÄ˧ĦÝăú§òƕ- ·ăùēòݧú·Ä- §ú½-;- ĖÝĝïĝƕ-ĻÙÝòÄ- acknowledging that no system of internal control can provide absolute assurance against all errors, cyber-attacks, fraud or other ÝĖĖÄÓĬò§ĖÝĦÝÄĝƚ-ÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-·ăúĦÝúĬÄĝ-ĦăùăúÝĦăĖ-§ú½-ĖÄŌúÄ-ĦÙÄ-ÝúĦÄĖú§ò-·ăúĦĖăòĝ-§ú½-ĖÝĝïù§ú§ÓÄùÄúĦĝŁĝĦÄù-§ĝúÄĽĽƕ ensuring alignment with evolving best practices and regulatory requirements.

FINANCIAL REVIEW

Cash Flow

As at 31 December 2024, cash, cash equivalents, short-term investments (bank deposits) ("Cash Balances") increased to US\$ 26.3 million as compared to US\$ 23.0 million as of December 31, 2023. The increase in Cash Balances was primarily due to cash generated by operating activities, offset by a US\$ 1.3 million buyback of the Company's shares and a US\$2.6 million interim dividend distributed in September 2024.

Cash Management and Liquidity

ÙĖăĬÓÙăĬĦ-ŖŔŖŘ-ĦÙÄ-1ĖăĬēù§ÝúĦ§ÝúĽ-·§ĝÙ-ĖÄĝÄĖĺÄĝ-ÙÝÓÙÄĖ-ĦÙ§úúÄĽĽ-ÒăĖ-ĦÙÄ-Ōú§ú·ÝúÓăÒăúÓăÝúÓăēÄ˧ĦÝúÓ-§·ĦÝĺÝĦÝÄĝƚ-ÙÄ- policy dictated by the Board of Directors for the management of these cash surpluses is to invest them in low-risk short-term interest-bearing accounts and instruments with high liquidity, in our working currencies- primarily US Dollars, but also New Israeli yÙÄïÄòĝ-§ú½-;ú½Ý§úrĬēÄÄĝƚ-0Ýú§ú·Ý§ò-ÝúĝĦĖĬùÄúĦĝ-ÙÄò½-§ĖÄ-·ò§ĝĝÝŌĽ-§ĝ-·ĬĖĖÄúĦ-§ĝĝÄĦĝƚ-ÙÄú-ĦÙÄ-·§ĝÙ-§ú½-ÝúĺÄĝĦùÄúĦ-ƦĝÙăĖĦƪĦÄĖù- ½ÄēăĝÝĦĝƧ-¶§ò§ú·Äĝ-§ĖÄ-§ú§òŁĝĽ-§ú½-·ăùē§ĖĽ-Ħă-ĦÙÄ-§úúĬ§ò-·§ĝÙ-ĖÄĕĬÝĖÄùÄúĦĝúÄĽĽ-ÒăĖ-ĦÙÄ-Ōú§ú·ÝúÓăÒ-ĦÙÄăúÓăÝúÓ-¶ĬĝÝúÄĝĝ- activities of the Group, it is apparent that the Group has strong liquidity.

Accounting Policies

ÙÄ- ·ăúĝăòݽ§ĦĽ-Ōú§ú·Ý§ò ĝĦ§ĦÄùÄúĦĝ- §ĖÄ ēĖÄē§ĖĽ- Ýú- §··ă˽§ú·Ä-ĻÝĦÙ- ĦÙÄ-;úĦÄĖú§ĦÝăú§ò- 0Ýú§ú·Ý§òrÄēăĖĦÝúÓyĦ§ú½§Ė½ĝ ƪ-;0ryƚ- ÙÄēĖÄē§Ė§ĦÝăúăÒ-Ōú§ú·Ý§ò ĝĦ§ĦÄùÄúĦĝƕ-Ýú- ·ăúÒăĖùÝĦŁ-ĻÝĦÙ- ĦÙÄ-;0ryƕ- ĖÄĕĬÝĖÄĝù§ú§ÓÄùÄúĦ- Ħăù§ïÄ ìĬ½ÓùÄúĦĝƕ- ÄĝĦÝù§ĦÄĝ- §ú½- assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-§ĖÄēĖÄĝÄúĦĽ-ÝúúÝĦĽyĦ§ĦÄĝăòò§Ėĝƕ-ĻÙÝ·Ù-Ýĝ-ĦÙÄăùē§úŁƴĝ-ÒĬú·ĦÝăú§ò-·ĬĖĖÄú·Łƕ-ĖăĬú½Ä½-Ħă-ĦÙÄúħĖÄĝĦ ĦÙăĬĝ§ú½ƚ-ÙÄ-§··ăĬúĦÝúÓēăòÝ·ÝÄĝĝÄĦăĬĦ-ÝúăĬĖ-ŁÄ§ĖòŁ-Ōú§ú·Ý§ò-ĖÄēăĖĦĝ-Ù§ĺÄ-¶ÄÄú-§ēēòÝĽ-·ăúĝÝĝĦÄúĦòŁ-Ħă-§òòēÄĖÝă½ĝēĖÄĝÄúĦĽ-Ýú- ĦÙÄĝÄ-·ăúĝăòݽ§ĦĽ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-§ú½-Ù§ĺÄ-¶ÄÄú-§ēēòÝĽ-·ăúĝÝĝĦÄúĦòŁ-Ħă-§òò-1ĖăĬē-ÄúĦÝĦÝÄĝƚ

Shareholder Return

y§ĖÝúÄ-ĖÄ·ă˽Ľ-§ēĖăŌĦăÒyƺŕƚŕùÝòòÝăú-Ýú-0ŖŔŖŘ-·ăùē§ĖĽ-Ħă-§òăĝĝăÒyƺ-ŖƚŜùÝòòÝăú-Ýú-0ŖŔŖŗƕ-ÄĕĬÝĺ§òÄúĦ-Ħă-¶§ĝÝ·ēĖăŌĦēÄĖ- share of US cents 0.31 (US cents (0.80) (loss) per share in FY2023) and fully diluted earnings per share of US cents 0.31 (US cents (0.80)(loss) per share in FY2023). 0 3.1 ( US (0.80) p er share a nd f luly e arnings p er US cents 0 3.1 ( US (0.80)(loss) s hare i n F Y2023).

1ăÝúÓ-ÝúĦă-ŖŔŖŘƕ- ĦÙÄ-1ĖăĬēƴĝ-½ÝĺݽÄú½ēăòÝ·ŁēĖăĺݽĽ- ÒăĖ- ĦÙÄ-½ÝĝĦĖݶĬĦÝăúăÒ-ŜŔǖăÒ- ĦÙÄ-1ĖăĬēƞĝúÄĦēĖăŌĦĝƚ-Äē§Ý½-§ú-ÝúĦÄĖÝù- ½ÝĺݽÄú½ăÒy-·ÄúĦĝ-Ŕƚśř-ÝúyÄēĦÄù¶ÄĖ-ŖŔŖŘƕùăĖÄ-ĦÙ§ú-ĦÙÄĝĦ§ĦĽ-½ÝĺݽÄú½ēăòÝ·ŁăÒ-ŜŔǖăÒúÄĦēĖăŌĦăÒ-ĦÙÄ-1ĖăĬēƕ-§ĝ-ĦÙÄă§Ė½- ½Ä·Ý½Ä½- Ħă- ĖÄĦĬĖú- §ùăĖÄƪĝÝҧ¶òÄ ēăĖĦÝăú ăÒ- ĦÙÄ- 1ĖăĬēƴĝ- ĖÄĦ§ÝúĽ- ·§ĝÙ- Ħă ĝÙ§ĖÄÙăò½ÄĖĝƚ- Vă- Ōú§ò- ½ÝĺݽÄú½- ÒăĖ- 0ŖŔŖŘ- Ù§ĝ- ¶ÄÄú- recommended by the Board of Directors. The Board of Directors' did not alter the dividend policy at its meeting on 23 February 2025. ŖŔŖŘƕ-ĦÙÄăÒ 1ĖăĬēƞĝ ēĖăŌĦĝƚ ē§Ý½ §ú ½ÝĺݽÄú½ y Ŕ śƚř Ýú-ĦÙ§ú ĝĦ Ħ§Ä½ ½ÝĺݽÄú½ ēăòÝ·Ł ăÒ úÄĦ ĦÙÄ §ĝ Ħ-ÙÄ ă§Ė½ ½Ä·Ý½Ä½ Ħă Ė-ÄĦĬĖú § ùăĖÄƪĝÝҧ¶òÄ ēăĖĦÝăú ă-Ò-1ĖăĬēƴĝ Ė-ÄĦ§ÝúĽ-·§ĝÙ Ħă ĝÙ§ĖÄÙăò½ÄĖĝƚ Vă Ōú§ò ½-ÝĺݽÄú½-0ŖŔŖŘ ¶ÄÄú recommended by the Board of Directors. The Board of Directors' did a lter dividend policy at its meeting on 23 February

SARINE DIAMOND JOURNEY TM TRACEABILITY

BOARD STATEMENT

On behalf of the Board of Directors, I am pleased to present our Environmental, Social and Governance ("ESG") Report for Sarine Technologies Ltd. ("Sarine" or the "Company" and along with its subsidiaries the "Group") for the year ended 31 December 2024.

This ESG report ("Report" or "ESG Report") outlines our commitment to ESG matters, highlighting the Group's efforts to enhance its sustainability performance and promote responsible business practices and corporate transparency. Our sustainability strategy, built on the ESG pillars, guides our actions. We continuously strive to improve our impact on customers, employees and the broader community by integrating ESG considerations into our operations and decision-making processes.

In this Report, we present details of the progress we have made in 2024 in key ESG areas, while recognising that our sustainability journey is an evolving process. This year we focused on refining the Group's ESG framework to align more closely with internationally accepted reporting standards as well as strengthening data collection and tracking processes across the Group. To reinforce our internal controls on ESG matters, we have implemented two new policies, namely the Group Sustainability Policy and the Human Rights Workplace Policy.

The Board, guided by the ESG Committee, is confident in our ability to effectively steer our ESG priorities and advance our objectives. Looking ahead, we remain committed to navigating through the complex landscape of global disclosure requirements, particularly on the demands of complying with mandatory climate-related reporting.

We welcome feedback from our stakeholders and encourage open dialogue on ESG-related matters. Together, we aim to strengthen our sustainability efforts and drive meaningful progress in the years ahead.

We also take this opportunity to thank our employees, customers, partners and other stakeholders for their continued support and engagement.

Daniel Benjamin Glinert April 2, 2025

SUSTAINABILITY HIGHLIGHTS 2024

ABOUT THE REPORT

The "Group" is a technology-based solutions provider to the diamond industry with its headquarters in Hod-Hasharon, Israel.

This is the Company's eighth environmental, social and governance ("ESG") report"). The Report outlines the Group's commitment to sustainable business practices and efforts to integrate into our strategic framework to align with our regulatory obligations and address our stakeholders' priorities.

For a thorough understanding of the Group' business performance in 2024, it is recommended to read this Report together with the other sections of the Company's 2024 Annual Report ("2024 Annual Report").

Reporting Period

We have published sustainability reports annually since 2018, with the most recent report having been published on 30 April 2024. This Report reflects the Group's performance for the period commencing 1 January 2024, and where required, historical data is provided for comparison purposes.

Scope and Boundary

The scope of this Report maintains its focus on the business activities over which Sarine has financial and operational control. The data and information provided refers to the Group, including its operations in Israel, India, the United States of America ("USA") and Hong Kong, unless otherwise stated. The data and information reported does not include independent service or sales representative locations or activities outside the Sarine Group.

The table below provides details of our operations by location.

Location Operations
lsrael · Group headquarters including management, finance, research and development, production, etc.
· Service centres that provide customers with:
- inclusion and tension detection
- mapping for rough diamonds
-
India • Pre/post sales and technical support for the Group's products in India, Sri Lanka and other
territories.
· Service centres that provide customers with:
- inclusion and tension detection
- mapping services for rough diamonds
- grading of the 4Cs and light performance
-
USA · Pre/post sales and technical support for the Group's products in North America
· New York based gemmological laboratory
· Real estate holding companies
Hong Kong · Pre/post sales and technical support for the Group's products in the Asia Pacific region.

No significant changes to the Group were implemented in 2024 with regards to its locations, operations or supply chain.

In this Report, all monetary figures are quoted in United States Dollars (US\$), unless otherwise stated.

Further details of the Company's corporate structure, business information and products are outlined on in the "Management's Business. Operation & Financial Review" and "Group Structure" of the 2024 Annual Report.

Reporting Standards

This Report has been prepared in accordance with the Singapore Stock Exchange Securities Trading Limited ("SGX-ST") Listing Rules 711A and 711B and Practice Note 7.6. Our disclosures are guided by the Singapore Stock Exchange's ("SGX") Core ESG Metrics and the Global Reporting Initiative ("GRI") Universal Standards 2021 ("GRI Standards"). The Company has continued to apply the GRI Standards as they are globally recognised as a set of standards for sustainability reporting. The GRI Content Index on page 54 of this Report outlines the selected GRI standards applied in this Report.

Internal Review and Assurance

The Group relies on internal processes to verify the ESG performance data and information presented in this Report.

Feedback

We value any feedback on this Report to further improve our performance and reporting practices in our sustainability journey. Please send your comments by e-mail to [email protected].

SUSTAINABILITY IN THE GROUP

As a global leader in high-technology solutions for the diamond industry, the Group is committed to driving sustainability across its operations, guided by our strong sense of responsibility towards our stakeholders and our adherence to core values. We believe that inclusive business practices are key to our continued success, fuelling innovation, strengthening supply chain relationships, building trust with our customers and fostering a better workplace for our employees.

Our Vision

Sarine's ESG efforts are aligned with our Group's vision and strive to nurture success through long-term sustainable growth.

Sustainability Governance

Having an effective governance framework is central to our sustainability framework. Sarine's Board of Directors ("Board") has the overall responsibility on sustainability matters for the Group, with support from its ESG Committee, designated key management team members ("Management") and relevant business units, who are all responsible for advancing the implementation of the Group's ESG strategy and initiatives.

Information on the Board structure is available on the "Board of Directors" section of the 2024 Annual Report. Details on Sarine's Management as at 31 December 2024 are outlined in the "Key Management" section of the 2024 Annual Report.

The Board has established an ESG Committee to assess the performance and provide guidance on sustainability-related initiatives. The Board's ESG Committee, headed by Sarine's General Counsel, is comprised of two Board members and Sarine's General Counsel. At a Board meeting held in May 2024, the Board discussed the duties of the ESG Committee. It was resolved, among other things, that the ESG Committee should convene twice a year to discuss any new ESG regulations, standards and frameworks and at the beginning of each calendar year, to review the performance of the ESG goals during the previous calendar year and to consider additional ESG goals. The ESG Committee considers and oversees the Group's ESG activities and practices, submits recommendations and updates to the Board on relevant issues on a periodic basis. The Committee also reviews the Group's ESG strategies and is involved in the annual review of the material topics to ensure alignment with the Group's corporate values and monitors compliance with the evolving regulatory landscape.

At the ESG Committee meetings convened in July 2024 and in January 2025, the Committee deliberated and focused on the following sustainability-related matters:

  • appointment of new ESG consultant
  • assessment of material topics for 2024 to comply with reporting standards
  • proposed structure of the ESG report
  • updates on the ESG reporting requirements
  • proposed ESG goals and targets
  • proposed policies to enhance the ESG framework

Following the ESG Committee's recommendations, the Board approved the Group Sustainability Policy and the Human Rights Workplace Policy at its recent Board meeting held in February 2025.

The Board's responsibilities are embedded in the Board Charter and further described in the Corporate Governance Report in the 2024 Annual Report. All of our Directors attended the mandatory ESG training in 2022 as prescribed by SGX.

The Group aims to foster a culture that prioritises sustainability and drives accountability across all levels within it, ensuring that our sustainability goals are met while also creating long-term value for our stakeholders.

Risk Management

Risk management is an important aspect of the Group's ESG strategy, which enables us to identify, assess and mitigate potential challenges relating to economic, environmental and social factors. The Group has in place a robust risk management framework and internal controls that incorporates elements of ESG risks into our overall enterprise risk management processes. The Board considers sustainability issues arising from Group-wide risk management assessment that addresses strategic, financial and operational risks in all aspects of the organisations' operations, including potential impacts of the Group's activities.

The Board, via the Audit Committee, oversees the Group's sustainability-related risk management and performance pertaining to the Group's business and performance, financial management information technology ("IT") and regulatory compliance issues, and to assess any potential negative impacts to determine the likelihood and severity of each risk. The Audit Committee supports the Board annually by reviewing, on an ongoing basis, the adequacy and effectiveness of the Group's risk management and internal control systems. In 2024, Sarine's internal auditor completed reviews in the following key areas:

  • ¾ Security of payment methods, including bank accounts, supplier and payroll payments, cheques, bank transfers, credit cards, standing orders and bank reconciliations.
  • ¾ Debt collection processes, including collection management, debt aging, problematic debts, doubtful debt provisions, payment terms and credit limits.

Additionally, an ongoing audit initiated in 2024 and scheduled for completion in 2025, focuses on Sarine's majority owned entity, GCAL USA LLC ("GCAL"), covering revenue procedures, authorised signatory documentation, payroll processes, customer engagement, and the operations of the 'GCAL by Sarine' lab in Surat, India.

This year, we conducted a review and identified the following risks and opportunities of the material topics discussed in this Report that may have potential impacts on or from our operations:

ENVIRONMENT

Material Topics Risks Opportunities
Use of Resources –
Energy

Water ࢒
Ineffective resource management may result
in increased costs or resource depletion.
Enhance energy efficiency and optimise resource
utilisation.
Waste –
Paper ࢒
Inefficient waste management may lead
to environmental impact, potential health
and safety concerns, and regulatory non
compliance penalties.
Continually review and enhance waste management
practices and explore recycling initiatives.
Climate Change Physical climate-related factors, such as
floods or extreme weather events, may
affect the Group's operations and assets.
Transitional factors, including evolving
regulations like carbon taxes or potential
increases in cost of insurance, could impact
the Group's business.
Incorporate climate-related considerations into
ĖÝĝï
ù§ú§ÓÄùÄúĦƟ
§ĝĝÄĝĝ
§ú½
§½§ēĦ
Ħă
ēÙŁĝÝ·§ò
§ú½
Ħ˧úĝÝĦÝăú§ò
·òÝù§ĦÄ
ĖÝĝïĝ
Ħă
ĝĦĖÄúÓĦÙÄú
ĖÄĝÝòÝÄú·ÄƟ
expand the use of cloud-based services and
leverage on-site technologies to reduce the need
for offsite diamond grading, thereby minimising
transportation-related emissions.

SOCIAL

Material Topics Risks Opportunities
Employee Engagement
and Talent
Management
Low employee engagement and job
dissatisfaction may contribute to higher
turnover rates, reduced productivity and skill
gaps within the workforce.
Foster a workplace environment conducive to
career growth, skills enhancement and employee
well-being.
Health & Safety Potential health and safety risks associated
with business operations.
Safeguard occupational health and safety by
fostering a workplace culture that prioritises safety
in all aspects of the Group's operations.
Community Investment Limited understanding of community needs
and expectations may lead to less effective
community engagement initiatives.
Strengthen engagement with local communities
to better understand their needs and foster
meaningful, long-term collaboration.
Economic Performance Failing to meet budgeted targets may impact
Ōú§ú·Ý§ò
ĝĦ§¶ÝòÝĦŁ
§ú½
¶ĬĝÝúÄĝĝ
ÓĖăĻĦÙƚ
"úÙ§ú·Ä
ĖÄĺÄúĬÄ
ÓÄúÄ˧ĦÝăú
§ú½
ēĖăŌĦ§¶ÝòÝĦŁ
through strategic business initiatives and
ăēÄ˧ĦÝăú§ò
ÄÒŌ·ÝÄú·ÝÄĝƚ
Product Quality and
Customer Safety
Low customer satisfaction and potential loss
of customers due to poor product and service
quality.
Innovative products and services leveraging on
AI technology to provide consistent and excellent
product and service quality.
Supply Chain
Management
oăĦÄúĦݧò
·ăúōÝ·Ħĝ
ăÒ
ÝúĦÄĖÄĝĦƕ
·ăĖĖĬēĦÝăú
§ú½
unethical practices.
Strengthen procurement procedures to promote
transparency and accountability.

GOVERNANCE

Material Topics Risks Opportunities
Ethical Business
Practices
Non-compliance with anti-bribery laws may
undermine stakeholder confidence, potentially
leading to reputational and financial loss.
Ensure compliance with relevant local laws; foster
an ethical corporate culture and enhance trust with
business partners and customers.
Data Privacy and
Cyber Security
Non-compliance with data protection laws,
data breaches and low customer trust
may result in reduced information sharing,
customer attrition, regulatory fines and
increased vulnerability to cyber attacks.
Ensure compliance with relevant laws and
regulations while continuously monitoring and
enhancing the integrity of internal cyber security
systems.
Intellectual Property Infringement of the Group's patents,
trademarks, or copyrighted material may lead
to legal disputes and potential financial losses.
Drive innovation and develop distinctive intellectual
property to strengthen the Group's market position
and competitive advantage.

Further details on Sarine's risk management's Business, Operation & Financial Review" section of the 2024 Annual Report.

Materiality Assessment

As we strive to create long-term value for our stakeholders, we recognise the need to better understand both the impact of the Group's sustainability issues on our business as well as the impacts of our business practices on our stakeholders.

The materiality assessment process helps to evaluate the material ESG issues that are significant to our stakeholders and our business to ensure they are being managed effectively. The Group undertook a materiality assessment in 2023 for the ESG Report covering the financial year end of 2022. No formal materiality assessment was conducted for the previous report covering the financial year end of 2023.

For this Report, the Group engaged an independent to undertake a limited scale material assessment to review the identified ESG issues relevant to the Group. This exercise aimed to validate the Group's relevant to enhance alignment with the GRI Standards and the SGX reporting obligations. The material matters are also considered based on the latest trends related to global sustainability issues. Based on the review considered, the Group, with the approval from the Board, concluded that the previously identified matters remain relevant. However, for clarity and easier reading, we have renamed the material issues topics with more will continue to focus will continue to focus and conduct periodic reviews to reassess and revalidate the material issues based on the Group's business and stakeholder needs.

Sustainability Framework

The Group's sustainability framework is intented to address our ESG matters clearly and to progressively integrate our sustainability strategy across our organisation and business activities. The new material topic headers referenced in this Report are grouped under the following ESG pillars to cover each ESG component across our key areas of operations:

ENVIRONMENT

  • Use of Resources
  • Waste
  • Climate Change

SOCIAL

  • Employee Engagement . and Talent Management
  • Health and Safety
  • Community Investment
  • Economic Performance Product Quality and
  • Customer Safety
  • Supply Chain Management

GOVERNANCE

  • Ethical Business Practices
  • Data Privacy and Cyber Security
  • Intellectual Property

Please refer to pages 31 to 52 of this Report for details on the topics that the Group has identified as material.

28

United Nations ("UN") Sustainable Development Goals ("SDGs")

The Group is committed to the sustainable development of our business and contributing to the environment and communities around us. Our sustainability approach is guided by our alignment of key material UN SDGs. We will continue to track the Group's performance in relation to these goals and where relevant, actively promote their progress.

The table below provides an overview of the Group's contributions to promote the relevant UN SDGs.

UN SDGs Material Matters Group's Contributions in 2024
Achieve gender
5 GENDER
equality and
empower all women
and girls
Employee Engagement
and Talent
Management
Encouraged female representation in the

workplace in all positions and leadership roles
Accommodated working mothers through

flexible working hours, thus, providing equal
opportunities at the workplace
Complied with all applicable legal mandates
regarding maternity leave
Promote sustained,
DECENT WORK AND
O ECONOMIC GROWTH
inclusive and
sustainable
economic growth,
full and productive
employment, and
decent work for all
Employee Engagement
and Talent
Management
Health and Safety
Supply Chain
Management
Honoured labour rights and promoted safe and
secure working environments
Addressed health and safety measures across
the Group
Medical insurance options available tor
C
employees across the Group
Recruited employees and engaged suppliers
from local communities, thus helping to drive
the local economy
Maintained zero fatality rate in 2024.
C
Build resilient
INDUSTRY, INNOVATION
AND INFRASTRUCTUR
infrastructure,
promote inclusive
and sustainable
industrialization, and
foster innovation
Data Privacy and Cyber
Security
Intellectual Property
Invested significantly in research and developed
solutions that enhance transparency and
sustainability throughout the diamond industry.
Additionally, the transition to cloud-based
software solutions continues to strengthen
data privacy and cybersecurity by providing
an added layer of information security and
reducing the risk of cyber threats.
Ensure sustainable
RESPONSIBLE
consumption and
production patterns
Use of Resources
Waste
Intellectual Property
Continued to develop technological solutions
that optimise the usage of rough diamonds,
potentially reducing the environmental impact
of extraction. Continued to adapt our grading
solutions to lab-grown diamonds ("LGD"),
which, when produced using renewable energy,
offer a more sustainable alternative.
Promoted environmentally friendly practices
within the Group such as recycling, using multi-
purpose kitchenware, using recycled paper, and
supporting a hybrid-work model, thus, reducing
employees commute emissions and more.
Encouraged sustainable resource use, reduce
waste through efficient production process,
and promote the 3R (reduce, reuse and recycle)
practices.

Stakeholder Engagement

The Group recognises the importance of stakeholders and interests they have in our business for long-term success and sustainability. We strive for meaningful engagements with our internal stakeholders on various topics. The Group maintains a broad range of stakeholders that have an effected by the Group and our activities. Our keystakeholders include investors, employees, business partners, and local communities, as well as government authorities. Our stakeholder engagement approach encompasses a range of methods, including meetings, public announcements, training initiatives or regular dialogues and dedicated feedback channels available on various platforms.

Thetablebelow outlines the Group's stakeholder engagement approach, frequency and how we address their interests or concerns.

Key Stakeholders Frequency Key Interests or Concerns Response
INVESTORS
Annually Strategy and plans
Business performance and
sustainability
Shareholder returns, practices

Corporate Governance and risk
· Annual General Meeting
Annually

Bi-annual

As needed

Ongoing
As needed

Annually


Ongoing
management Annual Report

Semi-annual release of financial
results on the SGX-NET and on the
Tel-Aviv Stock Exchange ("TASE")
· Company website to highlight vision
and mission as well as investor
relations information
Communications with investors
· Timely updates via media releases,
on the SGX-NET, on TASE and on the
Company website
Monitor sustainability performance

and targets
· Uphold good governance practices
across the Group and the supply
chain
EMPLOYEES
Ongoing


Annually
Updates on business growth and
strategic plans of the Group
Personal growth and career
Open door policy to promote
transparent communication with
employees
· Career development and annual
As needed development
Employee remuneration and

benefits
Job security

Employee safety and well-being

Safe, healthy and inclusive
workplace
performance reviews
· Offer competitive benefits and
remuneration packages
Recreational and wellness activities.
Health and safety procedures and
processes
BUSINESS PARTNERS (suppliers, vendors, sales partners)
As needed Product and service quality
standards
Cost efficiency
Workers' safety and health
· Dialogues with key vendors and
suppliers including meetings with
suppliers
Continuing relationships and

communication with authorised
sales representatives
CUSTOMERS (producers, manufacturers, retailers, wholesalers, laboratories)
Ongoing Meet or exceed customer
expectations and needs
Affordable products and services
Communication with customers
Feedback on our services and
solutions
Maintaining an open customer
service platform
Advertisements, marketing and
Ongoing · Provide consistent and high quality
services
sales promotion activities
Adhere to quality standards
LOCAL COMMUNITIES
As needed
Ongoing
Corporate social responsibility Outreach and support for charitable

activities
Participation in community projects
that support social or community
As needed development causes
Open feedback channels for the
communities in which we operate
Key Stakeholders Frequency Key Interests or Concerns Response
GOVERNMENT
As needed

Ongoing
· Corporate governance practices
Compliance with regulatory
requirements including
environmental and social
compliance
· Communication with governmental
authorities
Meeting mandatory reporting and
compliance requirements in a timely
manner

Membership Associations

The Group participates as a member of engages with various industry bodies, associations and organisations, including the following:

  • Jewelers Vigilance Committee (JVC)
  • Worldwide Federation of Diamond Bourses (WFDB) O
  • 0 Kimberly Process (KP)
  • Antwerp World Diamond Centre (AWDC) O
  • O Jewelers Board of Trade (JBT)
  • Jewelers Security Alliance (JSA) O
  • Accredited Gemmologists Association (AGA)
  • American Gem Society (AGS) O 24K Club of NY 0
  • Responsible Jewellery Counsil (RJC) O
  • O Manufacturing Jewelers & Suppliers of America (MJSA)
  • Diamond Federation of Hong Kong (DFHK) O

The Group was honoured to participate in the 4th Luxury Roundtable hosted by ORIGINALLUXURY in December 2024. As a technology partner of ORIGINALLUXURY, Sarine showcased a traceability case study on securing a rare fancy-coloured diamond using its scientifically proven traceability solution, reinforcing its commitment to trust, transparency, and innovation in the diamond industry.

The next sections of this Report outline the discussions on the material issues for the Group under the respective ESG pillars.

ENVIRONMENTAL

As a responsible organisation, environmental stewardship is a priority for us. The Group is committed to playing a role to combat the global climate crisis and to make a positive impact on our services as a high-technology company may not significantly impact climate change, we recognise the importance of addressing key environmental issues in order to shape a sustainable future for the long-term viability of our business, people and communities.

In line with the Group Sustainability Policy, the Group is committed to environmental responsibility and is guided by the following principles:

  • Adhere to all relevant legislations.
  • Minimise waste generation by promoting recycling and encouraging responsible disposal practices.
  • Promote energy efficiency and reduce emissions.
  • Use water efficiently and reduce consumption, wherever possible.
  • Strive to minimise environmental impact of our operations, wherever possible.

As at 31 December 2024, no significant environmental-related fines or penalties were imposed on any of the Group. The Group aims to make further progress in its environmental data collection and monitoring efforts.

For this section of the Report, we re-organised the material topics from our previous disclosures under the environmental pillar to align our ESG performance with the SGX ESG Core Metrics and the GRI Standards to provide clearer disclosures. The topics covered address the impacts and our ESG performance from the operations' use of resources, waste and climate change.

In the context of the relevant metrics performance reported in this section, we have excluded the environmental data for Hong Kong as the scale of operations and the size of the operations are currently not significant for certain sections, comparative data is not presented because this is the first year the Group is reporting on those specific indicators.

Use of Resources

Energy Management

Electricity Consumption

Purchased electricity is the main source of energy in all our locations across Israel, India and USA. The Group recognises that managing electricity consumption effectively, not only provides operational savings, but can also support the broader environmental goals. The Group will seek ways to reduce electricity consumption and minimise the Group's energy impact.

As part of the Group's efforts to improve its ESG performance and minimise environmental impact, we continue to measure electricity consumption across our entities in Israel, India and the USA. A slight decrease in the total purchased electricity for the Group was recorded in 2024. This reduction is due to a number of units in the International Gem Tower ("IGT") building in New York (owned by Sarine's real estate entities in USA) being leased out to a third party from April 2024 onwards. The lessor subsequently assumed responsibility over the electricity consumption for that unit.

Total Electricity Consumption Purchased Electricity (MWh)(a)

Notes .

(a) Excludes the electricity consumption by (i) the Hong entity as electricity consumption is covered in the rental agreement and (ij the electricity consumption at the co-sharing office space in Mumbai, India as the electricity consumption is covered under the rental agreement.

Fuel Consumption

We currently monitor fuel consumption of our corporate vehicles including one light goods vehicle owned by Sarin India. The Group's corporate vehicles primarily use gasoline, with minimal reliance on diesel. We do not provide corporate vehicles for our employees in Hong Kong and USA.

In 2024, the Group's total fuel consumption decreased as whole from 2023. Diesel consumption rose in several morths of 2024 due to a temporary replacement of a damaged vehicle with a diesel-powered one following an accident.

The table below provides an overview of the Group's fuel consumption over the last three financial reporting years:

Fuel Consumption 2022 2023 2024
Diesel (litre) 911 1,341 1,737
Petrol (litre) 38.331 47.760 43,903
Total Fuel Consumption (litre) 39,242 49.101 45,640

Energy Consumption

As part of the Group's commitment to enhance its disclosure practices, the Group will now report on its total energy consumption from its main sources, namely electricity and fuel.

To further reduce energy consumption and waste, we rely to a large degree on cloud-based solutions, including in our research and development efforts. These efforts significantly reduce the need for physical computing infrastructure, which would alternatively require additional office space, direct and indirect power (such as air-conditioners).

Below is the breakdown of the total energy consumed and the energy consumption intensity ratio for the Group in 2024:

Energy Consumption 2024

Notes .

32

(a) This is the first time this data is reported to align with the SGX Core ESG Merrics. The total energy consumption includes the total electricity and total fuel consumption in MWh, being approximately 417 MWh and electricity consumption of 1,919 MWh.

This is the first time this data is reported to align with the SGX Core ESG Metrics. The energy consumption intensity is calculated from the (b) Group's total energy consumption reported over the Group's total number of employees of the reporting year.

Targets and Performance

Use of Resources - Electricity
Target for 2024 Performance
No targets set for 2024 Overall, the total purchased electricity consumption reduced by 13.1% in 2024 as
compared to 2023.
Targets for 2025 onwards

To improve overall electricity consumption.

Water Management

Global water availability is a rising concern, with factors like climate change and pollution contributing to the issue. Although the Group's operations are not water intensive, we are committed to using water efficiently and we aim to reduce wastage of such resources, wherever possible.

Water is mainly used for sanitation purposes and employee needs at the respective facilities. We have in 2024 started tracking water consumption at our facilities in Israel, Sarine receives a monthly water consumption report and is invoiced by the building management.

As the full year data for Sarin House in India is not readliy available for 2024, the water consumption data for Sarine will only include data for Israel in this Report.

In 2024, the Group's water consumption is 737 m². As this is our first water consumption disclosure, comparative data is not available to assess the Group's performance on water usage efficiency from the operations.

Table below provides and overview of the water consumption for the Group in 2024:

Water Consumption 2024

Water Consumption Intensity Water Consumption Data (m3)(a) (m3 per employee)(b) 737 1.57

Notes:

  • This is the first year this data is reported, to align with the SGX Core ESG Metrics. Water consumption data from our (a) facilities in Israel.
  • This is the first year this data is reported to align with the SGX Core ESG Metrics. Water consumption intensity is calculated from the total (b) water consumption (in m³) over the Group's total number of employees of the Group for the reporting year.

Targets and Performance

Use of Resources - Water
Target for 2024 Performance
No targets set for 2024 We will continue to engage with our entities within the Group to improve the data
collection methods, to ensure a more systematic approach going forward.
Targets for 2025 onwards
· Maintain current water consumption.
· To increase awareness on water conservation initiatives.

Waste

Waste management is an important element to preserve the environment in which we operate in. The Group aims to minimise waste generation by promoting recycling and encouraging disposal practices.

The Group strives to comply with relevant legal requirements to mitigate the impact of waste generation from its operations. We ĖÄ·ăÓúÝĝÄ-ÝúÄÒŌ·ÝÄúĦϧĝĦÄù§ú§ÓÄùÄúĦ-·ăĬò½-¶Ä-Ù§Ň§Ė½ăĬĝ-ĦăēÄăēòÄ-§ú½-ĦÙÄ-ÄúĺÝĖăúùÄúĦƕ-Ýú·ĖħĝÄ-ÙħòĦÙ-§ú½ĝ§ÒÄĦŁ-ĖÝĝïĝƕ-§ú½- ĖÄĝĬòĦ-Ýú-ŌúÄĝ-ÒĖăù-ĖÄÓĬò§ĦăĖŁúăúƪ·ăùēòݧú·Äƚ-

_ĺÄĖ-ĦÙÄ-ŁÄ§ĖĝƕăĬĖĝăòĬĦÝăúĝ-Ù§ĺÄĝÝÓúÝŌ·§úĦòŁ-ÝùēĖăĺĽ-ĦÙÄ-ĬĦÝòÝĝ§ĦÝăúăÒ-ĦÙÄùÝúĽ-ĖăĬÓÙ-½Ý§ùăú½ù§ĦÄĖݧò-¶Ł-§ú-ÄĝĦÝù§ĦĽŗŗǖƚ- This has contributed to waste reduction and environmental impacts of mining and polishing segments of the diamond industry.

The Group's products are European Union directive WEE compliant. This directive aims to encourage the design of electronic products and components with environmentally-safe recycling and recovery in mind (no electrical or electronic equipment may be discarded into a city's normal waste disposal system). The Group provides assistance to its customers for the proper and safe disposal of any of its products, their components or consumable materials. We encourage our customers to seek help from the Group's technicians and support teams to recycle obsolete products.

Ä- Äú·ăĬ˧ÓÄ- ĖÄ·Ł·òÝúÓ- ĻÙÄĖÄĺÄĖ ēăĝĝݶòÄ- §Ħ ăĬĖ ăÒŌ·Äĝƕ- Ýú·òĬ½ÝúÓ- ĬĝÝúÓ- ĖÄ·Ł·òĽ ē§ēÄĖƕ- Äú·ăĬ˧ÓÝúÓ- ĦĻăƪĝݽĽ ēĖÝúĦÝúÓ- §ú½- recycling batteries to minimise waste.

The table below sets out an overview of the waste generated in 2024:

Notes:

Ʀ§Ƨ- ÙÝĝ-Ýĝ-ĦÙÄ-ŌĖĝĦ-ĦÝùÄ-ĦÙÝĝ-½§Ħ§-Ýĝ-ĖÄēăĖĦĽ-Ħă-§òÝÓú-ĻÝĦÙ-ĦÙÄy1-"y1ăĖÄ-UÄĦĖÝ·ĝƚ-VăúƪÙ§Ň§Ė½ăĬĝϧĝĦÄăúòŁ-Ýú·òĬ½Äĝē§ēÄĖ-§ú½-ÄòÄ·ĦĖăúÝ·- waste. Electronic waste is only recorded and tracked in Israel.

Ʀ¶Ƨ ăĦ§òϧĝĦÄ-ÓÄúÄ˧ĦĽ-¶Ł-ĦÙÄ-1ĖăĬēăúòŁ-Ýú·òĬ½ÄĝúăúƪÙ§Ň§Ė½ăĬĝϧĝĦÄƚ-

Targets and Performance

Waste
Target for 2024 Performance
Where possible, utilise recycled
paper
ÙÝĝ
ŁÄ§Ėƕ
ĻÄ
Ù§ĺÄ
ÝúÝĦݧĦĽ
ϧĝĦÄ
½§Ħ§
·ăòòÄ·ĦÝăúƕ
ĝĦ§ĖĦÝúÓ
ĻÝĦÙ
úăúƪÙ§Ň§Ė½ăĬĝ
ϧĝĦÄ
such as paper and electronic waste. Overall, our product assembly processes generate
minimal to no industrial waste.
Targets for 2025 onwards
To initiate reporting.

To seek ways to reduce, reuse and recycle waste generated throughout the Group.

Climate Change

1ÝĺÄú-ĦÙÄú§ĦĬĖÄăÒăĬĖăēÄ˧ĦÝăúĝ-ĻÙÝ·Ù-§ĖÄò§ĖÓÄòŁ-Òă·ĬĝĽ-§ĖăĬú½ăÒŌ·Äƪ¶§ĝĽ-§·ĦÝĺÝĦÝÄĝ-§ú½-ÙÝÓÙƪĦÄ·Ù-§ĝĝÄù¶òŁ-ÄúĺÝĖăúùÄúĦƕ our environmental footprint is minimal compared to industries with high energy demands. Despite our relatively lower environmental footprint, we recognise that addressing climate change is a global collective effort. We strive to minimise the environmental impact of our operations, wherever possible.

ÙÄ-1ĖăĬēù§Ł-¶Ä-ÄŀēăĝĽ-Ħă-¶ăĦÙēÙŁĝÝ·§ò-ĖÝĝïĝ-§ĖÝĝÝúÓ-ÒĖăù-ĬúēĖĽݷĦ§¶òÄ-ÄŀĦĖÄùÄ-·òÝù§ĦÄ-ÄĺÄúĦĝĝĬ·Ù-§ĝōăă½ĝƕ-ĻÙÝ·Ù-·ăĬò½- potentially impact the Group's operations and assets and transitional risks associated with the societal and economic transition towards a low-carbon future, such as carbon taxation or increased insurance costs. The Group aims to minimise such risk via its diverse locations and cloud-based infrastructure.

GHG Emissions

In 2024, we reviewed our performance tracking approach to help us better understand the carbon footprint in our operations.

171-ÄùÝĝĝÝăúĝ-ĖÄēĖÄĝÄúĦ-§ĝÝÓúÝŌ·§úĦ-½ĖÝĺÄĖăÒ-Óòă¶§ò-·òÝù§ĦÄ-·Ù§úÓÄƚ-ÙÄ-1ĖăĬē-·ĬĖĖÄúĦòŁùăúÝĦăĖĝy·ăēÄŕ-§ú½y·ăēÄ-Ŗ-171- ÄùÝĝĝÝăúĝƚy·ăēÄŕ-171-ÄùÝĝĝÝăúĝ-§ĖÄ-½ÄŌúĽ-§ĝ-½ÝĖÄ·Ħ-ÄùÝĝĝÝăúĝ-ÒĖăù-§·ĦÝĺÝĦÝÄĝĝĬ·Ù-§ĝ-ÒĬÄò-·ăù¶ĬĝĦÝăú-§ú½ăúƪĝÝĦÄēĖă·ÄĝĝÄĝƚ Scope 2 GHG emissions are indirect emissions associated with purchased electricity, heat and steam. This data helps us identify areas for improvement and measure progress towards setting our emissions goals and targets.

Currently, the Group tracks GHG emissions from the amount of diesel and petrol consumed in its operations from its corporate vehicles. This includes the Group's company cars and one light goods vehicle used in India. Scope 2 GHG emissions are generated from the purchased electricity for use in the facilities located in Israel, India and USA.

The following table outlines the Scope 1 and Scope 2 GHG emissions data and GHG emissions intensity in 2024 compiled for the Group.

GHG Emissions 2022 2023 2024
Scope 1 Direct GHG Emissions (tCO2-eq)(a) 85.20 111.55 95.87
Scope 2 Indirect GHG Emissions (tCO2-eq)(b) 1,330.47 1,243.15 1,048.03
Total GHG Emissions (tCO2-eq)(c) 1,415.67 1,354.70 1,143.90
GHG Emissions Intensity
(Scope 1 & Scope 2 per employee)(d)
2.63 2.50 2.44

Notes:

  • (a) Scope 1 direct emissions generated from combustion of fuels in mobile sources, i.e., from the Group's corporate vehicles, is calculated using the latest conversion factors for diesel (Average biofuel blends) and petrol (Average biofuel blend) under the UK Government's GHG Conversion Factors for Company Reporting for 2024 (Fuels).
  • (b) Scope 2 indirect emissions generated from electricity purchased from the utilities' companies in Israel, India and the US. Emission factors are sourced from:(i) Israel - IFI Default Grid Factors for Israel, 2021 (ii) India - Central Electricity Authority, India (2023-2024); and (iii) USA - US Environmental Protection Agency eGrid2023, January 2025.
  • (c) Total GHG emissions include both Scope 1 and Scope 2 GHG emissions.
  • (d) GHG emissions intensity is based on the total GHG emissions (Scope 1 and Scope 2) over the total number of employees of the Group for the reporting year.

ÙÄ-1ĖăĬē-§Ýùĝ-Ħă-ÄúÙ§ú·Ä-ÝĦĝ-½Ýĝ·òăĝĬĖÄĝăú-171-ÄùÝĝĝÝăúĝ-¶Ł-ĖÄŌúÝúÓăĬĖ-½§Ħ§-·ăòòÄ·ĦÝăú-Ħă-ÄúĝĬĖÄ-·òħĖÄĖ-§ú½ùăĖÄ-§··Ĭ˧ĦÄ- reporting. In order to initiate Scope 3 GHG emissions, we will also review our activities within the Group's supply chain and prioritise those Scope 3 GHG emissions, which the Group is indirectly responsible for, being those activities that fall under the ŌÒĦÄÄú-·§ĦÄÓăĖÝÄĝòÝĝĦĽ-¶Ł-ĦÙÄ-171oĖăĦă·ăòƚ-ÙÄ-1ĖăĬē-Ýĝ-·ĬĖĖÄúĦòŁ-Äĺ§òĬ§ĦÝúÓ-ĻÙÝ·Ùy·ăēÄŗ-171-ÄùÝĝĝÝăúĝ-·§ĦÄÓăĖÝÄĝ-·§ú-¶Ä- practically tracked, based on the availability of relevant data from third parties.

ÙÄ-1ĖăĬē-Ýĝ-Ýú-ĦÙÄēĖă·ÄĝĝăÒ-ĖÄòă·§ĦÝúÓ-ÝĦĝù§úĬÒ§·ĦĬĖÝúÓ-§·ĦÝĺÝĦÝÄĝ-ÒĖăù-;ĝ˧Äò-Ħă-;ú½Ý§ƚ-ÙÝĝùăĺÄ-ĻÝòò-ÄúÙ§ú·Ä-ÄÒŌ·ÝÄú·Ł-§ú½- eliminate shipment of machines to India, as well as contribute to lowering the Group's carbon footprint from its operational activities.

Targets and Performance

Waste
Target for 2024 Performance
No targets set in the previous year Overall, the Group recorded a slight reduction of approximately 15.56% in its total GHG
emissions as compared to 2023. The decrease is mainly contributed by the Group's
lower fuel and purchased electricity consumption recorded across the Group in 2024, as
compared to 2023.
Targets for 2025 onwards
  • To set baseline for GHG emissions.
  • To initiate measurement of Scope 3 GHG emissions.
  • To reduce GHG emissions.

SOCIAL

We recognise that our success depends on the well-being of our communities, the trust of our customers, and ensuring responsible supplier management. This Report details our commitment to these responsible social practices, focusing on our initiatives to ensure sustainable growth and long-term success.

Employee Engagement and Talent Management

At the Group, we recognise that our people are our most valuable asset. We believe a strong focus on our employees is not to just fulfil a strategic agenda, but is fundamental to our continued innovation and success.

The Group has established internal proctices to cover fair employment practices on recruitment, promotion. dismissal and working hours amongst others. Our US entity, GCAL, has in place an Employee Handbook that details working conditions, employees benefits and policies affecting each of their employees.

The Human Rights Workolace Policy establishes the core principles related to non-discrimination and equal opportunities. workplace safety and health, the prohibition of forced and child labour, fair wages, privacy and data protection and upholding ethical behaviour and integrity in all workplace conduct,

The Group's Sustainability Policy promotes:

  • good workplace practices and safeguarding the fundamental rights of all individuals directly impacted by the Group's activities, as further set out in the Human Rights Workplace Policy:
  • a diverse and inclusive workplace that values and respects individual differences.

Guided by these principles, we aim to build this culture where everyone feels empowered to contribute and grow in a safe working environment.

We adhere to all local laws in the jurisdictions where we have a presence with the Group's human resources ("HR") policies that protect the rights and interests of our employees. To ensure a professional business environment that is built on mutual respect, fair play, and transparency, our employees are also guided by the Group's Bolicy to maintain appropriate relationships with our business partners and employees. The full Business Conduct Policy can be viewed on our website at: https://sarine.com/wp-content/uploads/2023/01/Sarine Business Conduct Policy.pdf

Core Values

Following are the core values on which we base our daily business operations:

  • We treat our business partners, customers and employees with fairness and dignity.
  • To the best of our ability, we create a safe and protective work environment for our employees, and we offer our customers safe products, with which to similarly create a safe work environment for their employees.
  • Wherever applicable, we ourselves employ, and weinstruct our customers as to how to similarly take, all necessary measures for the safe and environmentally friendly use and disposal of even marginally hazardous materials, as per directions from appropriately authorised expert consultants.
  • Our HR policies protect the rights and interests of the Group's employees, as dictated by all applicable laws in all the jurisdictions in which we have a permanent established presence.
  • We maintain strict policies regarding equality in the workplace, regardless of sex, age, religion, ethnicity, disability or other personal traits or beliefs, including the strict and swift treatment of any sexual harassment incidents, so as to provide a fair, safe and amicable workplace.
  • We employ individuals with various disabilities as part of our efforts to promote equal opportunity in the workplace.
  • We are committed to nurturing our employees and providing them with equal opportunities and a safe supportive and rewarding working environment.

Total Workforce

While most of our employees are full-time personnel, we do employees on a fixed-term basis. None of our employees within the Group are currently represented by any collective bargaining agreement with a trade union, although we respect their freedom of association.

As at 31 December 2024, the total workforce for the Group is 468, and the vast majority of our employed on a fulltime basis.

ÙÄ-ÒăòòăĻÝúÓ-Ħ§¶òÄēĖăĺݽÄĝ-ĦÙÄ-¶Ėħï½ăĻúăÒ-ĦÙÄ-ĦăĦ§ò-ÄùēòăŁÄÄĝ-¶ŁúĬù¶ÄĖƕēÄĖ·ÄúĦ§ÓÄ-§ú½-¶Ł-ĖÄÓÝăúăĺÄĖ-ĦÙÄò§ĝĦ-ĦÙĖÄÄ-Ōú§ú·Ý§ò- years from 2022 to 2024:

Total Employees 2022 2023 2024
No. % No. % No. %
Israel 139 26% 142 27% 106 22%
India 388 72% 353 66% 331 71%
US 6 1% 34 6% 27 6%
Hong Kong 5 1% 6 1% 4 1%
TOTAL 538 100% 535 100% 468 100%

UăĝĦăÒăĬĖ-ÄùēòăŁÄÄĝ-§ĖÄ-¶§ĝĽ-ÝúăĬĖĝÝÓúÝŌ·§úĦăēÄ˧ĦÝăúĝ-Ýú-;ú½Ý§ƕ-ĻÝĦÙ-§-·ăúĦÝúĬĽ-Òă·Ĭĝăúòă·§ò-ÙÝĖÝúÓ-§ú½ĝĬēēăĖĦÝúÓ-ĦÙÄòă·§ò- communities. The total workforce was reduced in 2024 as compared to 2023, driven by cost management measures implemented §Ħ-ĦÙÄ-Äú½ăÒ-ŖŔŖŗ-ĦăăēĦÝùÝĝÄ-ÄÒŌ·ÝÄú·Ł-§ú½-ÄúÙ§ú·Ä-ĦÙÄ-1ĖăĬēƴĝ-Ōú§ú·Ý§òēăĝÝĦÝăúƚ-

In Sarin India, we recruit local management personnel wherever practical, including at C-suite levels. Our CFO and the VP Sales of Sarin India are local recruits, who have been with the Group for many years, including their intermediate management. As of 31 December 2024, the percentage of key management hired from the local communities is as follows: 100% in Israel and USA and 75% in India.

Talent and Recruitment

Recruitment

The Group has in place fair employment practices to recruit and retain talent in the market, to support our business' sustainable growth. We strive to employ individuals based on their merits from diverse skills and experience, regardless of sex, age, religion, ethnicity, disability or other personal traits or beliefs. Further details on our recruitment practices are discussed in the "Diversity and Equal Opportunities" section under this material topic.

rÄϧ˽ĝ-§ú½-ÄúÄŌĦĝ-

Ä ēĖăĺݽÄ- ·ăùēÄĦÝĦÝĺÄ- ĖÄùĬúÄ˧ĦÝăú- §ú½- ¶ÄúÄŌĦĝ- Ħă ăĬĖ- ÄùēòăŁÄÄĝ- Ýú- §··ă˽§ú·Ä- ĻÝĦÙ- ĦÙÄ- §ēēòÝ·§¶òÄ ò§¶ăĬĖ ò§Ļĝ- Ýú- ĦÙÄ- ìĬĖÝĝ½Ý·ĦÝăúĝ-ĻÙÄĖÄ-ĻÄ ăēÄ˧ĦÄƚ-"ùēòăŁÄÄ- ĖÄùĬúÄ˧ĦÝăú- §ú½- ¶ÄúÄŌĦĝ- §ĖÄ- ½ÄĦÄĖùÝúĽ- §ÒĦÄĖ- ·ăúĝݽÄĖÝúÓ ĺ§ĖÝăĬĝ- Ò§·ĦăĖĝ ĝĬ·Ù- §ĝ- ĕĬ§òÝŌ·§ĦÝăúƕ- ĖÄòÄĺ§úĦ- ĻăĖï- ÄŀēÄĖÝÄú·Äƕ- Ýú½ÝĺݽĬ§ò ēÄĖÒăĖù§ú·Äƕ- ĖÄò§ĦÝĺÄ ĺ§òĬÄ ăÒ ħ·Ù ēăĝÝĦÝăú- Ħă- ĦÙÄ- 1ĖăĬē- §ú½- ·ăùē§Ė§¶òÄ- positions in the Group and in the competitive environment in which the Group operates.

yăùÄ-Äŀ§ùēòÄĝăÒ-ĦÙÄ-ĖÄùĬúÄ˧ĦÝăú-§ú½-¶ÄúÄŌĦĝ-§ĺ§Ýò§¶òÄ-ÒăĖ-ÄùēòăŁÄÄĝ-Ýú-ĦÙÄ-1ĖăĬē-§ĖÄ-§ĝ-ÒăòòăĻĝƔ-

  • ࡛ individual rewards and annual bonuses.
  • ࡛ eligible employees receive grants of stock options or otherwise (Please refer to further details on the share options granted in the "Directors Report" section of the 2024 Annual Report).
  • ࡛ ĦÙÄ-1ĖăĬēƴĝ-·ăúĦĖݶĬĦÝăúĝ-ĦăēÄúĝÝăú-ÒĬú½ĝƕ-§ĝ-ĖÄĕĬÝĖĽ-¶Ł-ĦÙÄ-§ēēòÝ·§¶òÄò§Ļĝ-§ú½-·ăĬúĦĖŁĝēÄ·ÝŌ·ē˧·ĦÝ·Äĝƚ-
  • ࡛ medical insurance coverage options (such as supplemental private insurance available for employees and families in Israel and medical insurance for employees in USA and insurance premium coverage for all employees of Sarin India).
  • ࡛ maternity and parental leave based on the applicable laws of each jurisdiction where we operate. Sarin India provides men with three days paid parental leave. In 2024, a total of seven employees went on parental leave. This includes one employee whose maternity leave period commenced in 2023 and extended into 2024.
  • ࡛ ōÄŀݶòÄ-ĻăĖïÝúÓ-ÙăĬĖĝ-ÝĝăÒÒÄĖĽƕ-ĻÙÄĖÄĺÄĖ-ÒħĝݶòÄ-ĦăĝĬēēăĖĦ-ĻăĖïÝúÓùăĦÙÄĖĝƚ

ÙÄ-1ĖăĬē-ĖÄĺÝÄĻĝ-ĖÄùĬúÄ˧ĦÝăú-§ú½-¶ÄúÄŌĦĝēĖăÓ˧ùùÄĝ-ĖÄÓĬò§ĖòŁ- Ħă-ÄúĝĬĖÄ- ĦÙ§Ħ-ĻÄ-§ĖÄăúē§Ė-ĻÝĦÙ- ĦÙÄù§ĖïÄĦƚ-;ú-ŖŔŖŘƕ- ĦÙÄ- Group conducted an annual salary survey to ensure competitiveness with respective sectors.

Development and Training

The Group is committed to invest in the career development of our employees and equip them with the necessary skills to adapt to the change and demands of the fast evolving high-technology industries. We strive to offer appropriate training, seminars and professional courses to our employees to advance their career paths. To effectively measure performance and development of our employees, we conduct annual goal setting, year-end performance reviews and mid-year progress checks on their performance and development.

Each of the Group's entities has an onboarding programme. Having an onboarding programme helps new employees integrate into the team and understand the culture more quickly. For new employees in Israel, the onboarding programme includes:

  • ࡛ ăúÄăúăúÄùÄÄĦÝúÓ-¶ÄĦĻÄÄú-ĦÙÄúÄĻ-ÄùēòăŁÄÄ-§ú½-ĦÙÄ-"_Ɵ
  • ࡛ ÒăòòăĻƪĬē-7rùÄÄĦÝúÓ-§-ÒÄĻùăúĦÙĝ-§ÒĦÄĖìăÝúÝúÓ-ĦÙÄ-·ăùē§úŁƕ-Ħă-½Ýĝ·Ĭĝĝ-ĦÙÄ-ÄùēòăŁÄÄƴĝăĺÄ˧òòĝ§ĦÝĝÒ§·ĦÝăúƟ-§ú½
  • ࡛ ÝúĦĖă½Ĭ·ĦÝăú-ĦăïÄŁ-1ĖăĬē-§ú½-·ăùē§úŁƪĝēÄ·ÝŌ·ēăòÝ·ÝÄĝƚ-ÙÝĝ-Ýú·òĬ½Äĝ-½ÝĝĝÄùÝú§ĦÝăúăÒ-ĦÙÄ-ĬĝÝúÄĝĝăú½Ĭ·ĦoăòÝ·Ł-§ú½- other employee related policies as part of the onboarding process.

To identify skill gaps and help our employees achieve their career goals, we regularly assess our employees' training is conducted on an as-needed basis, within a defined annual budget.

Our training and development programmes in 2024 included:

  • leadership training
  • safety training
  • IT security awareness training .

In May 2024, our HR department in Israel organised an Innovation Day for all managers at the Israeli Innovation Center. The managers attended lectures and workshops on various aspects of innovation and technological advancement designed to provide valuable insights and fresh perspectives on driving innovation as part of the Group's commitment to professional development.

For this Report, the Group's data on average training hours was not tracked. We have initiated a more systematic review and data collection process to record the Group's development and training performance going forward.

Diversity and Equal Opportunities

The Group offers an inclusive workplace environment, regardless of sex, age group, employee category and region.

Guided by our recruitment policies and with the adoption of the Human Rights Workplace Policy, we strive to build a culture that advocates and promotes equal opportunities and non-discrimination, by actively seeking employees based on their personal capabilities and qualifications. We also recruit and retain persons with various disabilities.

We strive to balance gender representation by encouraging women to join the very male-dominated industry, especially in India. The Group believes that gender diversity is a fundamental principle for the Group, and has addressed this issue since 2019 with the aim of increasing the number of females in departments and positions where female is relatively low. To celebrate Women's Day, our HR team organised a lecture in March 2024 at our Israel office, by Sarine's Service Centre Manager, titled "Choosing Right". The lecture focused on woment, positive thinking, overcoming personal challenges and fostering confidence, initiative and personal growth.

To safeguard our employees, in particular women employees, against sexual harassment or abuse of he Group has implemented a prohibition against harasment. In Israel, our employees are guided by a Sexual Harasment Charter and complete periodic training Sarin India has an established Sexual Harasment Policy in place. In 2024, mandatory training on Prevention of Sexual Harassment was provided to all employees in Israel awareness on this critical issue. For GCAL employees, their Employee Handbook covers unlawful harassment including sexual harassment.

The tables below provide a breakdown of our diversity performance based on gender and employee category:

Gender Diversity

Employees By Gender and By Region

2024

SARINE TECHNOLOGIES LTD. ANNUAL REPORT 2024

Age-Based Diversity

Employees by Age Group
and by Region
Below 30 years old Between 30-50 years old Above 50 years old
2022 2023 2024 2022 2023 2024 2022 2023 2024
Israel (No.) 15 10 5 al 98 73 33 34 28
India (No.) 159 122 88 221 221 234 8 10 ರಿ
USA (No.) 0 5 - 17 14 5 10 8
Hong Kong (No.) 0 1 1 4 4 2 - 1
Total for the Group (No.) 174 140 99 317 340 323 47 55 46
Total for the Group (%) 32% 26% 21% 59% 64% (3% 9% 10% 10%

Employee Category

Employee Category by Gender 2024
Female Male
No 96 No 00
Senior Management(a) 1 1% 7 1%
Executive(b) 11 2% 26 6%
Non-Executive(c) 68 15% 353 75%

Notes:

Senior Management represents the Chief Executive Officer ("CEO") of the Company, being the parent (a) company who directly report to the CEO (representing six vice-presidents and the HR Director).

(b) Executives represents mid-level managers, and does not include Senior Management referred to above.

All employees other than Senior Management and mid-level managers. (c)

Board Diversity

Our Board is comprised of individuals with extensive knowledge and skills, and diverse expertise and experience in the various segments of the diamond and jewellery industry, computer science, engineering, audit, financial reporting and corporate governance.

The breakdown of Sarine's Board of Directors by gender and independence are as follows:

Board of Directors - Gender 2022 2023 2024 71% 71% 29% 71% 29%

Board of Directors - Independence / 2022 2023 2024
No. % No. % No. %
Independent 57% 57% 57%
Non-independent 43% 3 43% ee 43%

As part of Sarine's commitment to promote diversity and inclusiveness within the Board and to ensure that the Board reflects the communities it serves, Sarine adopted a Board Diversity Policy, which is published on the Company's website. The Policy also provides that the majority of the Board should be comprised of independent directors and should be gender, age and ethnically diversified. Thus, the Company promotes diversity among its Board, including just under 30% women.

Key information about the Board of Directors is detailed in the "Board of Directors" and "Corporate Governance" sections of the 2024 Annual Report.

Employee retention and attrition

Employee turnover and new hire rates provide valuable insights into the Group's health and sustainability. We recognise the importance of these metrics in pressing our commitment to responsible human capital management and creating a positive work environment.

New Hire and Turnover Rates

For this Report, we have enhanced our reporting of this material topic on Employee Engagement and Talent Management by expanding our disclosures to include new hire rate for the Group. We have also restructured from our previous disclosures with ùăĖÄ-ĖÄŌúĽ-ĖÄēăĖĦÝúÓăú-ĦÙÝĝ-ĦăēÝ·ƚ

ÙÄăĺÄĖĺÝÄĻăÒ-ĦÙÄúÄĻ-ÙÝĖÄ-˧ĦÄĝ-¶Ł-ÓÄú½ÄĖƕ-§ÓÄ-ÓĖăĬēƕ-§ú½-ĖÄÓÝăú-ÒăĖ-ĦÙÄ-1ĖăĬēăĺÄĖ-ĦÙÄò§ĝĦ-ĦÙĖÄÄ-Ōú§ú·Ý§ò-ŁÄ§Ėĝ-§ĖÄ-§ĝ-ÒăòòăĻĝƔ

New Hire Rate

New Hire Rate 2022 2023 2024
New Hire Rate (No.) 156 138 68
New Hire Rate (%) 29% 26% 15%

2023 4% 14% 8%
2024 14%

Turnover Rate

ÙÄăĺÄĖĺÝÄĻăÒ-ĦÙÄ-ĦĬĖúăĺÄĖ-˧ĦÄĝ-¶Ł-ÓÄú½ÄĖƕ-§ÓÄ-ÓĖăĬēƕ-§ú½-ĖÄÓÝăú-ÒăĖ-ĦÙÄ-1ĖăĬēăĺÄĖ-ĦÙÄò§ĝĦ-ĦÙĖÄÄ-Ōú§ú·Ý§ò-ŁÄ§Ėĝ-§ĖÄ-§ĝ-ÒăòòăĻĝƔ

Turnover Rate 2022 2023 2024
Turnover Rate (No.) 64 136 132
Turnover Rate (%) 12% 25% 28%

By Age (%) <30 years old 30-50 years old >50 years old
2022 55% 41% 5%
2023 67% 25% 8%
2024 42% 48% 10%
By Region (%) Israel India USA Hong Kong
2022 22% 77% 2%
2023 13% 81% 6% 1%
2024 29% 64% 5% 2%

Employee Engagement

We maintain open communication lines between all our employees and the various levels of management, encouraging our employees to comment on, improve and critique the Group's activities. Employee engagement takes place through various platforms throughout the year :

  • Onboarding programme.
  • Departmental meetings these serve as regular touchpoints for teams to align on objectives, discuss challenges, share Ĭē½§ĦÄĝƕ-§ú½-·ăòò§¶ă˧ĦÄăú-ÝùēĖăĺÝúÓ-ĻăĖïōăĻĝ-§ú½-ÄÒŌ·ÝÄú·Łƚ
  • E-mails.
  • Company-wide gatherings for various occasions.
  • Roundtable discussions between employees and management this provides our employees with a structured yet open forum to engage directly with management, share ideas, raise concerns and contribute to the decision-making process.
  • General open-door approach to management of all levels this fosters a culture of transparency and accessibility, allowing employees at all levels to freely approach management with feedback, questions, or concerns.
  • Grievance mechanisms such as the Whistleblower Policy that encourages our employees to report any illegal, improper or unfair practices that they may encounter within the Group.
  • Employee Engagement surveys no surveys were conducted in 2024.

_ĬĖ-1ĖăĬē-§·ĦÝĺÄòŁ-ÒăĝĦÄĖĝ-ÄùēòăŁÄÄ-ÄúÓ§ÓÄùÄúĦ-ĦÙĖăĬÓÙĺ§ĖÝăĬĝ-·ĬòĦĬ˧ò-·ÄòĶ˧ĦÝăúĝƕăÒŌ·Ä-ÄĺÄúĦĝ-§ú½-ĻÄòòúÄĝĝ-ÝúÝĦݧĦÝĺÄĝƚ-

Festival and Religious celebrations

ă _ĬĖ-;ú½Ý§úăÒŌ·Ä-ÙăĝĦĽ-ÝϧòÝ-§ú½-V§ĺ§ĦĖÝ-ÄĺÄúĦĝƕ-ĻÙÝòÄ-ÄùēòăŁÄÄĝ-Ýú-;ĝ˧Äòē§ĖĦÝ·Ýē§ĦĽ-ÝúoĬĖÝùƕo§ĝĝăĺÄĖ-§ú½- Rosh Hassana celebrations, embracing cultural diversity.

2024 Diwali - India

ŖŔŖŘoĬĖÝù-_ÒŌ·Äo§ĖĦŁƪ-;ĝ˧Äò-

Office Parties

The US office organised Halloween office parties with costume contests and regular birthday celebrations, o creating a fun and inclusive work environment.

Outdoor activities .

Employees in Israel enjoyed an operations department picnic and a recreation day in Caesarea and employees in o India enjoyed a waterpark day out for Sarin India employees, promoting team bonding and relaxation.

Recreation Day - Caesarea (June 2024)

Awareness talks

Information sessions were held to educate employees on healthy lifestyle, sharing of life experiences from O keynote speakers.

Holocaust Remembrance Day

Targets and Performance

Employee Engagement and Talent Management
Target for 2024 Performance
Reduce the percentage of voluntary
staff turnover.
Turnover rate for the Group in 2024 is 28%, which recorded a slight increase from 2023.
Continue employee development
with fair and competitive
remuneration based on merit.
Ongoing
Strive for higher gender diversity. Ongoing
Implementation of key employee
development programme.
Ongoing
Targets for 2025 onwards
Reduce attrition.
  • To maintain fair labour practices.
  • Strive to promote diversity in recruitment.
  • To maintain a diverse, equitable and safe working environment. .
  • Organise and increase number of internal training sessions.
  • · To cultivate a culture of self- development.

Health and Safety

We prioritise our employee's health and safety by creating safe and protective work environment for our employees. Preventing workplace injuries and illnesses is essential for both employee well-being and operational efficiency. Our existing health and safety measures comply with all applicable local laws and regulations.

In 2024, mandatory safety training was organised by our Safety Officer for all employees in Israel. The training covered essential workplace safety topics, including emergency evacuation procedures, fire safety protocols, accident prevention measures, ergonomics, workplace hazards and first aid basics. All our employees undergo initial and annual safety training, with additional training for those who work with specific equipment (such as work from heights, production, use of different tools). Each floor of our Israel office has a dedicated employee assigned to oversee evacuation and emergency procedures.

Over the last three financial years, we have maintained a zero-incident record of no fatalities, no high-consequence and no recordable work-related ill heath cases. As part of the Group's ongoing commitment to employee safety, we periodically review our health and safety practices to ensure they remain effective and relevant.

Health and Safety(a) 2022 2023 2024
Fatalities(b) 0 O 0
High-consequence injuries(c) 0 O O
Recordable injuries(a) O O
Recordable work-related ill health cases(e) 0 O 0

Notes:

(a) This is the first time the health and safety metrics are reported under this topic, to align with the SGX ESG Core metrics disclosures.

Number of work-related fatalities. (b)

Number of major and minor accidents that cause employees to be on medical leave for more than four days the (c) reporting year).

(d) Number of recordable work-related injuries include number of both major accidents are recorded for those accidents that cause employees to be on medical leave for 4 days and below without any injuries.

(e)

Targets and Performance

Health and Safety
Target for 2024 Performance
No targets set in the previous year. Ongoing tracking of health and safety performances during the year with no fatalities or
work-related injuries recorded in 2024.
Targets for 2025 onwards

To maintain goal of zero cases of fatality and safety incidents with bodily harm.

Community Investment

The Group is committed to supporting the less privileged members of our community. We engage in ongoing community and social initiatives in the local communities where we operate, investing in programmes that promote education, technology, accessibility and social development.

Fostering a positive relationship between businesses and communities involves more than just charitable giving. It is also about building partnerships that contribute to economic prosperity, social well-being and environmental sustainability, to create a positive impact for all involved.

Our corporate social responsibility ("CSR") activities are largely carried out by our Sarin India team. Sarin India has established a Corporate Social Responsibility Committee ("CSR Committee") comprised of seven members. The CSR Committee focuses on various initiatives primarily aimed at improving education for the less fortunate and providing assistance to vulnerable members of our communities.

The following initiatives were carried out by Sarin India in 2024:

Education

Sarin India is committed to supporting education through infrastructure, resources, and personnel, particularly in vulnerable communities. In 2024, the company continued its efforts to enhance educational opportunities for children in rural and undeveloped areas.

As part of its initiatives, Sarin India continues to support to schools in Valsad and Jhagadiya, supplying essential educational materials such as schoolbags, books, stationery, and other resources to underprivileged students. These contributions aim to bridge the educational gap and empower children with the tools necessary for learning and development.

Additionally, Sarin India recognised and encouraged academic excellence among students. In August 2024, Sarin India awarded ēĖÝŇÄĝ-Ħă-ĦÙÄ-Ħăē-ĦÙĖÄÄĝĦĬ½ÄúĦĝ-Ýú-ÓăĺÄĖúùÄúĦĝ·Ùăăòĝ-§½ăēĦĽ-¶Ły§ĖÝú-;ú½Ý§-ÝúyĬ˧Ħ-ƦyĦ§ú½§Ė½ĝŕ-Ħă-ŜƧƚ-ÙÄ-§Ļ§Ė½ĝƕ-Ýú·òĬ½ÝúÓ- §- ¶Ý·Ł·òÄ- ÒăĖ- ŌĖĝĦƪēò§·Ä ĝĦĬ½ÄúĦĝƕ- §ÝùĽ- Ħă- Äú·ăĬ˧ÓÄ- §ú½- ĖÄ·ăÓúÝĝÄ- ÙÝÓÙƪ§·ÙÝÄĺÝúÓ ĝĦĬ½ÄúĦĝƕ- ĖÄÝúÒăĖ·ÝúÓ- ĦÙÄ- ÝùēăĖĦ§ú·Ä ăÒ- education.

ÙÄĝÄ- ÝúÝĦݧĦÝĺÄĝ- ·ăòòÄ·ĦÝĺÄòŁ- ¶ÄúÄŌĦĽ ăĺÄĖ- ŜŔŔ ĝĦĬ½ÄúĦĝƕ- ĖÄÝúÒăĖ·ÝúÓ y§ĖÝú- ;ú½Ý§ƴĝ- ·ăùùÝĦùÄúĦ- Ħă- ÒăĝĦÄĖÝúÓ- ĽĬ·§ĦÝăú- Ýú òÄĝĝ privileged communities.

Supporting Welfare of Vulnerable Communities

Sarin India also directed its efforts to support children and the elderly at the Vishwa Jagruti Mission Balashram Orphanage in Surat.

At our headquarters in Israel, our employees also participated in CSR activities as part of the Group's ongoing commitment to make a positive impact on our society and our environment.

In 2024, the following activities were carried out in Israel:

  • ࡛ Ongoing volunteering activity at a local nursing home provided residents with meaningful interaction and engaging activities.
  • ࡛ Volunteers participated in a singalong session at the Amcha club in Petah Tikva, Israel. This organisation provides psychological and social support services to Holocaust survivors.

Amcha club in Petah Tikva, Israel.

Community Investment 2024
Community Investments (US\$) 37,308

Targets and Performance

Community Investment
Target for 2024 Performance
Sarin India to continue supporting
underprivileged school children
by providing school supplies and
donating funds for the continued
maintenance of a school computer
lab.
Community investments of US\$27,308 made by Sarin India, which amounts to 73% of
the Group's total contributions.
Sarine Israel employees to engage
with local community by initiating
various activities.
Sarine Israel employees volunteered at several ongoing activities.
Targets for 2025 onwards
Contributing to the communities we operate in.

Economic Performance

y§ĖÝúÄƴĝ-Ōú§ú·Ý§òēÄĖÒăĖù§ú·ÄĝĬēēăĖĦĝ-ĦÙÄ-·ĖħĦÝăúăÒòăúÓƪĦÄĖùĺ§òĬÄ-§ú½-ĦÙÄ-1ĖăĬēƴĝĝĬĝĦ§Ýú§¶ÝòÝĦŁ-§ÓÄú½§ƚ-ÝĦÙăĬĖòħ½ÝúÓ technology solutions in the diamond industry, we aim to ensure long-term resilience by leveraging on our products and solutions in the diamond market. We stay abreast with the market trends and the industry requirements to introduce innovative, reliable and ÄÒŌ·ÝÄúĦ-ŁÝÄò½ƪÝú·ĖħĝÝúÓƕ-·ăĝĦƪ·ĬĦĦÝúÓƕ-ĦÝùÄƪĝ§ĺÝúÓ-§ú½-ĖÝĝï-ĖĽĬ·ÝúÓ-ĦÄ·ÙúăòăÓÝÄĝƚ--

Some of our new products launched in 2024, such as the Most Valuable PlanningTM-ƦƱUoƲƧƕēĖăĺݽÄĝÝÓúÝŌ·§úĦ-§½½Ä½ĺ§òĬÄ- ÒăĖ- ăēĦÝù§òēò§úúÝúÓăÒ-ĖăĬÓÙ-½Ý§ùăú½ĝ-ĻÄÝÓÙÝúÓŝŔēăÝúĦĝ-§ú½-Ĭú½ÄĖƚ-UoēĖăĺݽÄĝĝÝÓúÝŌ·§úĦ-§½½Ä½ĺ§òĬÄ-Ħă-ĦÙÝĝĝÄÓùÄúĦăÒĺÄĖŁ- small rough stones as well as enhanced automation, and will support our campaign against infringers of our technology and propel sales in our other products. Further details on the Group's products and innovation processes are found in the "Management's Business, Operation & Financial Review" section of the 2024 Annual Report.

The natural diamond manufacturing industry continued to face challenging market conditions in 2024. Weak consumer demand in China and the continuing disruption by LGD have negatively impacted the demand as well as prices of natural diamonds, with the consequent dampening of diamond manufacturing activities. Over-production and oversupply of LGD have depressed their ĻÙăòÄĝ§òÄēĖÝ·Äĝƕ-§ú½-ÝúĦÄúĝÝÒŁÝúÓ-·ăùēÄĦÝĦÝăú-§ùăúÓ-ĖÄĦ§ÝòÄĖĝ-Ù§ĝ-½ĖÝĺÄú-½ăĻú-ĦÙÄÝĖ-ĖÄĦ§ÝòēĖÝ·Äĝ-§ú½-ĦÙÄ-§¶ĝăòĬĦÄēĖăŌĦĝ-ĖħòÝĝĽ- from LGD.

This year the Group recorded a total revenue of US\$39.2 million. The Group continuously generates wealth for our stakeholders, as shown in the table below.

Economic 2022 2023 2024
Performance US\$
(thousand)
US\$
(thousand)
US\$
(thousand)
Economic value generated
(i.e. revenue and other income)(a)
58,763 42,944 39,201
Economic value distributed(b) Operating
Expense
(29,625) (29,215) (23,027)
Income Tax
expense
(2,537) (1,534) (375)
Dividends paid (10,514) (4,362) (2,571)
Total (42,676) (35,111) (25,973)
Economic value retained(c) 16,087 7,833 13,228

Notes:

  • Ʀ§Ƨ rÄĺÄúĬÄ-§ú½ăĦÙÄĖ-Ýú·ăùÄƚ-0Ýú§ú·Ý§ò-ĖÄĝĬòĦĝ-§ĖÄ-½ÄĖÝĺĽ-ÒĖăù-ĦÙÄ-§Ĭ½ÝĦĽ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦ-§ú½ăĬĖ-U§ú§ÓÄùÄúĦƴĝ-ĬĝÝúÄĝĝƕ-_ēÄ˧ĦÝăúǡ- Financial Review
  • Ʀ¶Ƨ _ēÄ˧ĦÝúÓ-ÄŀēÄúĝÄĝ-ƦÝú·òĬ½ÝúÓrǡƕĝ§òÄĝ-§ú½ù§ĖïÄĦÝúÓ-§ú½-ÓÄúÄ˧ò-§ú½-§½ùÝúÝĝĦ˧ĦÝĺÄ-ÄŀēÄúĝÄĝ-ƦĝĬ·Ù-§ĝϧÓÄĝ-§ú½-¶ÄúÄŌĦĝ-§ú½ăĦÙÄĖ- direct and indirect costs)), income tax expense and dividend paid

(c) Direct economic value generated less economic value distributed

As previously reported, the Group complies with all relevant taxation rules and regulations in the various jurisdictions in which it operates.

0ĬĖĦÙÄĖ-½ÄĦ§ÝòĝăÒ-ĦÙÄ-1ĖăĬēƴĝăĺÄ˧òò-Ōú§ú·Ý§òēÄĖÒăĖù§ú·Ä-§ĖÄ-§ĺ§Ýò§¶òÄ-Ýú-ĦÙÄ-ƱU§ú§ÓÄùÄúĦƴĝ-ĬĝÝúÄĝĝƕ-_ēÄ˧ĦÝăúǡ-0Ýú§ú·Ý§ò rÄĺÝÄĻƲ-§ú½-ĦÙÄ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-Ýú-ĦÙÄ-ŖŔŖŘúúĬ§òrÄēăĖĦƚ

Targets and Performance

Economic Performance
Target for 2024 Performance
Increase recurring revenue and
profitability by preserving our
competitive edge.
Achieved
Increase recurring revenue
§ú½
ēĖăŌĦ§¶ÝòÝĦŁ
¶Ł
Ýú·ĖħĝÝúÓ
penetration and adoption of
revolutionary services for the
industry retail downstream.
Achieved
Targets for 2025 onwards

" ŀē§ú½
ăĬĖ
·ÄĖĦÝŌ·§ĦÝăú
ĝÄĖĺÝ·Äĝ

rÄĦĬĖú
Ħă
ēĖăŌĦ§¶ÝòÝĦŁƚ
§ú½
ăĬĖ
U•o
ĝÄĖĺÝ·Äĝƚ

Product Quality and Customer Safety

The Group's long-term approach to business will be ensured by creating value for our shareholders and the industry as a whole. We are guided by the Creating Shared Value (CSV) approach on how we do business by creating new shared value for our customers. It enables us to create customer satisfaction and to remain a leading innovative and sustainable force in our industry. The Group's innovative solutions provide customers with the safety and peace of mind that comes with highly reliable products.

We prioritise product safety, adhering to high standards throughout the lifecycle of our products, from research and development ĦăēĖă½Ĭ·ĦÝăú-Ħă-·ĬĝĦăùÄĖ-ÝúĝĦ§òò§ĦÝăúƚ-ÙÝĝ-Ýú·òĬ½Äĝ-·òħĖòŁù§ĖïÝúÓēăĦÄúĦݧò-Ù§Ň§Ė½ĝ-§ú½ēĖăĺݽÝúÓ-·ăùēĖÄÙÄúĝÝĺÄ-Ħ˧ÝúÝúÓ-§ú½- guidance on safe operations. We are committed to ensuring our products are safe for people and the environment when used responsibly and in the manner intended.

Our machines sold since 2020 include safety protocols (consistent with the Group's technical guidelines and instructions) and online support. Our products are WEE compliant, a European Union directive that applies to recycling of products and components, and provides that no electrical or electronic products may be discarded into the city's normal waste disposal system. The Group provides guidance to our customers to properly and safely dispose our products. We also provided remote and on-site technical support to our customers throughout 2024.

We continue to enhance our product safety through cutting edge technology and comprehensive training for our employees and customers. Our machines feature in-built safety mechanisms and our trained engineers adhere to all laser safety requirements. No Rutherfordium (RF) radiation leakage from our machines was reported in 2024.

We conduct regular safety risk surveys where needed and equip relevant employees with advanced protective equipment. In 2024, we conducted several professional quality inspections to examine the safety and working conditions of our suppliers.

As part of the Group's commitment to deliver high quality and continuous service improvements, GCAL, our majority owned subsidiary, stands as an internationally recognised gem lab known for its precision and reliability in diamond grading. GCAL holds ĦÙÄ-;y_ŕśŔŖř-0ăĖÄúĝÝ·-M§¶ă˧ĦăĖŁ-··ĖĽÝĦ§ĦÝăúƕ-ĦÙÄăúòŁ-ÓÄùò§¶-Óòă¶§òòŁ-Ħă-§·ÙÝÄĺÄ-ĦÙÝĝ-·ÄĖĦÝŌ·§ĦÝăúƚ-ÙÝĝ-§··ĖĽÝĦ§ĦÝăú-ÄúĝĬĖÄĝ- that GCAL's grading processes adhere to the highest international standards, with independent annual audits reinforcing and maintaining our dedication to accuracy and consistency.

;ú- ŖŔŖŘƕ úă- Ýú·Ý½ÄúĦĝ ăÒ úăúƪ·ăùēòݧú·Ä- ĻÝĦÙ- ĖÄÓĬò§ĦÝăúĝ- ĻÄĖÄ- ĖÄēăĖĦĽ- ĦÙ§Ħ- ĻăĬò½- Ù§ĺÄ- ĖÄĝĬòĦĽ- Ýú- §úŁ- ŌúÄ ăĖ ēÄú§òĦŁ ăĖ- §úŁ- warning concerning the health and safety impacts of our products.

Targets and Performance
Product Quality and Customer Safety
Target for 2024 Performance
Enable broader penetration into the small
diamond's market.
Achieved
ăúĦÝúĬÄ
Ħă
ĖÄŌúÄ
§ú½
ÄúÙ§ú·Ä
ĦÙÄ
technologies and infrastructure for Sarine's
traceability solutions and to reach a broader
group of midstream entities to enable
transparency and trust throughout the entire
supply chain.
Ongoing
0ĬĖĦÙÄĖ
ĖÄŌúÄ
y§ĖÝúÄƴĝ
Äƪ1˧½ÝúÓǧ
;ƪ¶§ĝĽ
technologies that provide retailers a time
saving, cost-cutting automated 4Cs grading
solution that will continue to reduce time-to
ù§ĖïÄĦ
§ú½
ēĖăĺݽÄ
ăēÄ˧ĦÝăú§ò
ōÄŀݶÝòÝĦŁƚ
Ongoing
Further penetration of the LGD segment with
all our technologies by making necessary
ĖÄŌúÄùÄúĦĝ
Ħă
ĖĽĬ·Ä
ēĖÝ·ÝúÓ
ēăÝúĦĝƚ
Achieved
Continue to develop technologies and
algorithms that will protect against illicit
usage of our intellectual property.
Ongoing
Make on-site visits at out suppliers' facilities
for health and safety inspections and
surveys.
Completed
U§ÝúĦ§Ýú
ĦÙÄ
Óă§ò
ăÒ
ŇÄĖă
ĝ§ÒÄĦŁ
Ýú·Ý½ÄúĦĝ
with bodily harm.
Zero incidents recorded
Targets for 2025 onwards

0ĬĖĦÙÄĖ
½ÄĺÄòăē
§ú½
ĖÄŌúÄ
ăĬĖ
;ƪ¶§ĝĽ
·òăĬ½
ĦÄ·ÙúăòăÓÝÄĝƚ

Maintain the goal of zero safety incidents with bodily harm.

Supply Chain Management

As a responsible and innovative leader in the diamond industry, the Group's strategy includes prioritising responsible business practices across our operations and supply chain.

We treat our suppliers and business partners with fairness and dignity guided by our Business Conduct Policy.

To evaluate the performance of our suppliers, we conduct an annual review on our key suppliers to gather feedback on our evaluation. These supplier evaluations help us maintain continuous improvement and productive relationships with our key suppliers. We issue a "Know Your Supplier" questionnaire that enables us to better familiarise ourselves with the supplier's activities and, in addition, require the suppliers to commit to all necessary requirements. It also ensures that all products provided to us are of the required quality standards.

In 2024, the number of suppliers on record consisted of approximately 500 suppliers, a slight reduction of about 11% from 2023. This reduction is attributable to the efficiency measures implemented by the Group in 2023 along with the prevailing weak market conditions during the year.

Supply Chain Management 2023 2024
Number of suppliers 593 528
Israel 210 114
India 273 253
USA 110 161
Total Spend on Suppliers (US\$) 9,774,041 5,890,469

Targets and Performance

Supply Chain Management
Target for 2024 Performance
Improve the work processes with the Group's Completed
worldwide distributors.
Continue to conduct monthly on-site audits
of suppliers from different fields to inspect
quality, capabilities and deliverables.
Completed
Targets for 2025 onwards
· Monitor supplier's services and quality.
· Develop a sustainable and ethical supply chain.

GOVERNANCE

At the Group, we are committed to practicing proper corporate governance. This commitment includes the oversight of various aspects of our business such as strategy, fiscal accountability, ethical corporate behaviour, sustainability and fairness to our shareholders. By upholding strict ethical standards in our business practices including cybersecurity and data privacy and managing our proprietary rights and strategies in the Group, our sustainability priorities can be managed more effectively.

The Board provides strategic oversight to ensure that the Group's values, policies and practices support an ethical corporate culture, transparency and accountability to key stakeholder groups. In early 2025, the Board approved the Group's Sustainability Policy and Human Rights Workplace Policy to strengthen its internal controls towards the Group's ESG commitment. Both the Group's Sustainability Policy and the Human Rights Workplace Policy are published on Sarine's website.

As a listed company on the Mainboard of the TASE, with businesses at various locations worldwide, we adhere to all laws or regulations of the applicable jurisdictions. The Group's corporate culture rests on its core values that include innovation and creativity, customer orientation, hones, commitment and integrity and teamwork. These values, together with the Group's commitment to comply with all the laws, regulations, compliance procedures, support our continued growth and responsibility to our stakeholders.

During the reporting year, there were no reports of significant instance with applicable laws and regulations, and consequently no fines or sanctions were imposed on the Group.

Ethical Business Practices

The diamond industry faces a heightened risk of corruption and bribery due to the nature of diamonds themselves. Their high value, small size, durability, ability to go undetected, and ability to be traded outside the legal channels, increase the exposure to such vulnerability. The Sarine Diamond Journey™ provides concrete verifiable documentation of the rough stone's provenance and its journey from rough stone to polished jewel. This unique solution enhances transparency in the consumers. Details of our products and innovations are described in the 'Management's Business, Operation & Financial Review" section of the 2024 Annual Report.

The Group has set in place effective controls which have been approved by our Board, to prevent corruption and manage ethical business practices within the Group, through the following policies and commitments:

Business Conduct Policy As a responsible international employer and global citizen, the Group has adopted the Business
Conduct Policy to ensure highest standards of integrity, honesty and fairness are business ethics
and integrity for all its employees to adhere to in all business dealings.
All of the Group's employees are expected to comply with the Business Conduct Policy in all business
dealings with any individuals, organisations and governmental agencies. This includes among others,
compliance with all laws and regulations, avoidance of any conflict of interests, prevention of any
criminal activity including misuse of the Group's assets.
Approving and
Processing Payment
Procedure
All payments are conducted through transactions. Cash payments are strictly prohibited.
Whistleblower Policy Employees are encouraged to report on any fraudulent, wrong or improper conduct that they
encounter in their dealings with any management or personnel of the Group.
In 2024, no complaints were reported through the whistleblower mechanism on any suspected fraud,
wrongdoing or improper conduct of the management or personnel of the Group.
Further details of the Whistleblower Policy are set out in the Corporate Governance Report in the
2024 Annual Report.

The Business Conduct Policy and the Whistleblower Policy are both published on Sarine's website at https://sarine.com/.

In 2024, no claims or allegations of corrupt practions, including bribery, were brought against any member of the Group or its employees. No fines or monetary sanctions were imposed on the Group in 2024 on any non-compliance of anti-corruption laws and regulations.

The table below provides an overview of the Group's performance in managing its ethical business practices.

Ethical Business Practices 2022 2023 2024
Number of confirmed incidents of corruption reported. 0 0 0
Number of whistleblowing reports. 0 0
Number of significant instances of non-compliance with laws
and regulations for which fines or non-monetary sanctions
are imposed.
0 0 0

Targets and Performance

Ethical Business Practices
Target for 2024 Performance
Examine the Group's ESG processes by
internal auditor.
To strengthen the ESG processes and internal controls, the Board approved the
Group's Sustainability Policy and Human Rights Workplace Policy. No internal
review was conducted by the internal auditor on the ESG processes in 2024.
Targets for 2025 onwards

Zero incidents of bribery or corruption.

SARINE TECHNOLOG IES LTD.

ANNUAL REPORT 2024 51

Data Privacy and Cyber Security

In an increasingly digital world, safeguarding our data and systems against cyber threat is paramount. The Group views cybersecurity as an integral part of our corporate governance strategy as data and systems become more susceptible to such risks.

As a leading technology company, we continuously verify that our proprietary information is secure against cyber threats, unauthorised access and breaches. We have invested extensively in cyber security technologies and creating our own proprietary in-house protection and practices. This means, we have in place a higher level of defence than that provided by using off-the shelf commercially available protection, which is targeted, mainly by professional hackers.

Sarine's Cybersecurity Committee meets once every quarter to review the progress of implementing the annual work plan, to ĖÄĺÝÄĻúÄĻĝÄ·ĬĖÝĦŁ- ĦÙĖħĦĝ- ĦÙ§Ħ- ĦÙÄ-1ĖăĬēù§Ł- Ò§·Ä-§ú½- Ħă-½ÄĦÄĖùÝúÄĺĬòúÄ˧¶ÝòÝĦŁēĖÝăĖÝĦÝĝ§ĦÝăúƚ-;ú- ĦÙÄ-ŌĖĝĦĕĬ§ĖĦÄĖăÒ-ŖŔŖŘƕ-§- cyber security risk assessment was carried out that formed the basis for the Group's annual cyber work plan in 2024.

During 2024, we continued to enhance the security of our products with the assistance of a third-party expert who also oversees ĦÙÄ-·Ł¶ÄĖĝÄ·ĬĖÝĦŁ-ŌÄò½-Ýú-ĦÙÄ-1ĖăĬēƚ-Ä-§òĝă-ÝùēòÄùÄúĦĽ-§½½ÝĦÝăú§òùħĝĬĖÄĝ-Ħăĝ§ÒÄÓĬ§Ė½-ĦÙÄ-ÝúĦÄĖú§òúÄĦĻăĖï-§Ó§ÝúĝĦ-ÄŀĦÄĖú§ò- security threats including, but not limited, to penetration test, implementation of monitoring tools and employee security awareness training.

The Group has also adopted a Group Privacy Policy, published on the Company's website, that outlines how the Group collates, stores, uses and discloses data of those we provide services to or data of users of the website. By clearly outlining the data practices, the Group is dedicated to strengthen its data privacy measures by providing its users with the highest level of transparency and control over the use of their data.

Data Privacy and Cyber Security 2022 2023 2024
Number of confirmed data breach incidents 0 0 0

Targets and Performance

Data Privacy and Cyber Security
Target for 2024 Performance
Finalise the Group's 2024 annual cyber work
plan based on the cyber and data security
risk map.
Completed.
Zero incidents of data breach recorded in 2024.
Continue enhancing our network and
IT systems' security and improve the
segmentation of our network.
Completed in accordance with 2024 annual cyber work plan.
Update the Group's procedure and
infrastructure in a methodological
manner and in accordance with regulatory
developments in the years to come.
Ongoing
Continue to update the Group's privacy
policies and procedures in accordance. with
evolving and new regulations on an ongoing
basis.
Ongoing
Targets for 2025 onwards
Zero data breaches.

Continue enhancement of cyber security systems in line with industry standards.

Intellectual Property

The products we develop are proprietary in nature. Our ability to remain competitive in the market is also dependent on our ability to protect our intellectual property ("IP"). To facilitate protection of our IP, we have registered and maintained numerous patents, copyrights and trademarks in key countries where we operate. Additional patent applications are pending in various phases in some jurisdictions.

The Group has dedicated significant resources to maintain leadership and protect its proprietary assets through patents, copyrights, trademarks. Over the years, we have pursued litigation in India against competitors alleged to have infringed or fraudulently used our Galaxy® inclusion mapping technology and Advisor® planning software. In 2024, we amicably resolved many of these cases, along with various pre- and post-grant patent oppositions. However, a few remain active and will continue into 2025.

The Group is currently reviewing its IP strategy and will continue to manage its IP rights in line with its IP goals.

Further details on our IP rights are discussed in the 'Management's Business, Operation & Financial Review" section of the 2024 of the Annual Report.

Targets and Performance

Intellectual Property
Target for 2024 Performance
Continue to expand and protect our
intellectual property portfolio, including
patent, copyright, trademark and trade
protection.
Appropriate measures were taken in 2024 to protect the Group's intellectual
property.
Continue aggressive campaigns against IP
infringement.
IP actions are being reviewed and to be addressed in line with the Group's IP
goals.
Targets for 2025 onwards
. Encure annronriate protection and management of Prights to support the Groun's strategic onliertives

CLIMATE CHANGE DISCLOSURES

The Group is committed to contribute towards transition to a low carbon economy. Taking into account stakeholders' interests and the push towards mandating climate-related disclosures in Singapore, the Group has taken initial steps to report on its climaterelated disclosures in alignment with the Task Force on Climate-related Financial Disclosures ("TCFD") recommendations.

SGX introduced a phased approach to mandatory climate reporting based on the TCFD recommendations in 2021. In addition, listed companies in Singapore will be required the International Financial Reporting Standards ("IFRS") Sustainability Reporting Standards issued by the International Sustainability Standards Board ("ISSB") commencing from the financial year end 2025. The Group acknowledges early preparation is needed to ensure compliance with the mandated climate-related disclosures. Currently, the Group is required to report its climate change impacts on a "comply and explain" basis.

With the evolving reporting requirements and regulations, the Group will need to re-assess ways to develop and refine its disclosures on the potential climate change impacts on its businesses in our future reports.

The Group recognises that our climate-related disclosures will continue to evolve, improving over time as more data becomes available from our operations. This will also enable the Group to manage climate-related risks and could potentially affect its business, strategy and financial planning.

The TCFD recommendations require climate-related topics to be reported based on the four pillars : Governance, Strategy, Risk Management and Metrics and Targets.

TCFD Pillar Activities
Governance The ESG Committee will be responsible to assess the Group's climate-related risks and opportunities,
including providing recommendations on the subject to the Board of Directors.
Strategy As part of its ongoing review on all the ESG risks and opportunities, the Group will continue to evaluate
and analyse the potential impacts of climate risks and opportunities, on its activities. This will enable
the Group to assess the extent of its impacts and design a suitable resilient strategy associated with
climate change relevant to our business and operations.
TCFD Pillar Activities
Risk Management Environmentaltopics, including climate change areaddressed in the "Environmental"
section of this Report.
The Group is currently reviewing the identified ESG risks, including climate-related risks, to assess
the severity and ways to mitigate these risks. The risks must be identified, assessed and managed
through a risk management process and integrated into the overall risk management framework for
the Group.
The Group may be exposed to both physical risks arising from unpredictable extreme climate events
such as floods, which could potentially impact the Group's operations and assets, and transitional
risks associated with the societal and economic transition towards a low-carbon future, such as
carbon taxation or increased insurance costs.
Metrics and Targets At the Group, we currently track our climate-related performance using the following metrics:
Scope 1 and Scope 2 GHG Emissions.
Energy consumption (MWh).
Waste generated (t).
Water consumption (m3)
As we work towards setting more refined targets, we are committed to:
· Set baseline for GHG emissions.
· Initiate measurement of Scope 3 GHG Emissions.
· Seek ways to reduce, reuse and recycle waste generated throughout the Group.
· Maintain current water consumption .
· Increase awareness on water conservation initiatives.
· Maintain current and improve overall electricity consumption.
For further information on our metrics, please refer to the material topics disclosed under the
'Environmental" section of this Report.

GRI CONTENT INDEX

Disclosure Page/Answer
Statement of Use Sarine has reported with reference to the GRI Standards for the period 1 January 2024 to
31 December 2024.
GR1 used GRI 1 : Foundation 2021
Applicable GRI sector standards Not currently available

GRI 2 : General Disclosures

Disclosure No. Disclosure Page / Answer
The organization and its reporting practices
2-1 Organizational details 2, 25
2-2 Entities included in the organization's sustainability reporting 2, 25
2-3 Reporting period, frequency, and contact point 25
2-4 Restatements of information No restatements from the
previous report.
2-5 External assurance No external assurance was
obtained in 2024.
Activities and Workers
2-6 Activities, value chain, and other business relationships 16-18, 25, 49
2-7 Employees 36-43
2-8 Workers who are not employees None
Governance
2-9 Governance structure and composition 6-11, 26-27
2-10 Nomination and selection of the highest governance body 26-27
2-11 Chair of the highest governance body
2-12 Role of the highest governance body in overseeing the management of impacts 26
2-13 Delegation of responsibility for managing impacts 26
2-14 Role of the highest governance body in sustainability reporting 26
2-15 Conflicts of interest 26, 50
2-16 Communication of critical concerns 50
2-17 Collective knowledge of the highest governance body 26
2-18 Evaluation of the performance of the highest governance body Corporate Governance
Report
2-19 Remuneration policies Corporate Governance
Report
2-20 Process to determine remuneration Corporate Governance
Report
2-21 Annual total compensation ratio Corporate Governance
Report
Strategy, policies and practices
2-22 Statement on sustainable development strategy 24
2-23 Policy commitments 24, 26, 36, 49, 50
2-24 Embedding policy commitments 24, 26, 36, 49, 50
2-25 Processes to remediate negative impacts 49-50
2-26 Mechanisms for seeking advice and raising concerns 49-50
2-27 Compliance with laws and regulations 31, 34, 36, 43, 47-50
2-28 Membership associations 31
Stakeholder Engagement
2-29 Approach to stakeholder engagement 29-31
2-30 Collective bargaining agreements 36
3-1 Process to determine material topics 28
3-2 List of material topics 28
3-3 Management of material topics 28

GRI CONTENT INDEX

Sarine's Material Matters

GRI material topic: Disclosure no. Disclosure Page / Answer
GRI 201 : Economic
Performance 2016
3-3 Management of material topics 47
201-1 Direct economic value generated and distributed 47
201-2 Financial implications and other risks and
opportunities due to climate change
52-53
GRI 202 : Market 3-3 Management of material topics 37
Presence 2016 202-2 Proportion of senior management hired from the local
community
37
GRI 302 : 3-3 Management of material topics 32-33
Energy 2016 302-1 Energy consumption within the organisation 32-33
302-3 Energy Intensity 32
GRI 305 : 3-3 Management of material topics 34-35
Emissions 2016 305-1 Direct (Scope 1) GHG emissions 35
305-2 Energy indirect (Scope 2) GHG emissions 35
305-4 GHG emissions intensity 35
GRI 306 : 3-3 Management of material topics 34
Waste 2020 GRI 306-1 Waste generation and significant waste-related
impacts
34
GRI 306-2 Management of significant waste-related impacts 34
GRI 306-3 Waste generated 34
GRI 401 : 3-3 Management of material topics 36-44
Employment 2016 401-1 New employee hires and employee turnover 40
401-2 Benefits provided to full-time employees that are not
provided to temporary or part-time employees
37
401-3 Parental Leave 37
GRI 403 : 3-3 Management of material topics 43
Occupational 403-1 Occupational health and safety management system None
Health and Safety
2018
403-4 Worker participation, consultation, and
communication on occupational health and safety
43
403-5 Worker training on occupational health and safety 43
403-9 Work-related injuries 43
403-10 Work-related ill health 43
GRI 404 : Training
and Education 2016
3-3 Management of material topics 37-38
404-2 Programs for upgrading employee skills and transition
assistance programs
37-38
GRI 405 : Diversity 3-3 Management of material topics 38-39
and Equal
Opportunity 2016
405-1 Diversity of governance bodies and employees 38-39
GRI 413 : Local 3-3 Management of material topics 44-46
Communities 2016 413-1 Operations with local community engagement, impact
assessments and development programmes
44-46
GRI 416 : Customer
Health and Safety
2016
3-3 Management of material topics 48
416-1 Assessment of the health and safety impacts of
product and service categories
48
416-2 Incidents of non-compliance concerning the health
and safety impacts of products and services
48
GRI 418 : Customer 3-3 Management of material topics 51
Privacy 2016 418-1 Substantiated complaints concerning breaches of
customer privacy and losses of customer data
21

GROUP STRUCTURE.

The following chart accurately depicts the Group's structure at the time of this report.

Galatea Ltd.

1.

The developer of proprietary technology for the automated detecting and mapping of internal inclusions and tension in rough diamonds (the Galaxy®, Galaxy® Ultra, Galaxy® XL, Solaris™, Meteor™, Meteorite™ and Meteorite™ Plus products).

2. Sarin Technologies India Private Limited

The provision of pre- and post-sales and technical support for our Group's products in India and Sri Lanka and such other territories as may be agreed by our Company and Sarin India from time to time. The operation of the service centres in India providing customers with inclusion and tension detection and mapping and laser sawing/cutting services for rough diamonds, and the grading of the 4Cs and light performance, along with various methods of visualisation, of polished diamonds.

Sarine Color Technologies Ltd. 3.

The development, manufacture and marketing of instruments for assessing and grading the light performance. Clarity and Color (based on artificial intelligence algorithms) and for various methods of visualisation of polished diamonds.

4. Sarine Holdings USA Ltd.

An Israeli holding company for the Group's North American subsidiaries.

5. Sarine Polishing Technologies Ltd.

The operation of service centres in Israel providing customers with inclusion and tension detection and mapping for rough diamonds, and the grading of the 4Cs and light performance, along with various methods of visualization, of polished diamonds.

6. Sarin Hong Kong Ltd.

The provision of pre- and post-sales and technical support for our Group's products in the Asia Pacific region, including Australia, China, Hong Kong, Indonesia, Japan, Korea, Malaysia, Singapore, Taiwan and Thailand.

Sarine North America Inc 11-

The Group's operating company for Sarine's North American operations.

8. Sarine IGT 10H Inc, Sarine IGT 10I Inc and Sarine IGT 10JKL Inc

Real estate holding companies for the three office units in the International Gem Tower.

GCAL USALLC

9.

A New York based gemological laboratory, the Gem Certification and Assurance Lab, GCAL, in which we acquired a majority stake in 2023.

56

FINANCIAL CONTENTS

  • CORPORATE GOVERNANCE REPORT
  • DIRECTORS' REPORT
  • STATEMENT BY DIRECTORS
  • AUDITORS' REPORT
  • CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
  • CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
  • CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY
  • CONSOLIDATED STATEMENTS OF CASH FLOWS
  • NOTES TO THE FINANCIAL STATEMENTS
  • SHAREHOLDING STATISTICS
  • NOTICE OF ANNUAL GENERAL MEETING
  • PROXY FORM

Sarine's shares were listed for trade on the SGX-ST on the 8th of April 2005.

ÙÄăùē§úŁƴĝ-·ăĖēă˧ĦÄ-ÓăĺÄĖú§ú·Äē˧·ĦÝ·Äĝ-§ĖÄ-½Äĝ·ĖݶĽ-ĻÝĦÙĝēÄ·ÝŌ·- ĖÄÒÄĖÄú·Ä-Ħă-ĦÙÄă½Äƚ-ÙÄăùē§úŁ-Ù§ĝ-ÄŀÄĖ·ÝĝĽ-ÝĦĝ- best efforts to adhere to the principles and guidelines of the Code. In the few cases where the Company did not do so, the Company Ù§ĝ-ÄŀēòÝ·ÝĦòŁĝēÄ·ÝŌĽ-ĦÙÄ-ĖÄĝēÄ·ĦÝĺÄ-¶§·ïÓĖăĬú½ƕ-·ÝĖ·ĬùĝĦ§ú·Äĝ-§ú½-Ėħĝăúĝƚ-

BOARD OF DIRECTORS

Principle 1: Board's Conduct of its Affairs

The Board of Directors of the Company (the "Board") is entrusted with the responsibility for the overall management of our Company. The Board's primary roles are: to (i) provide entrepreneurial leadership and set strategic objectives, which should include appropriate focus on value creation, innovation and sustainability; (ii) ensure that the necessary resources are in place for the Company to meet ÝĦĝĝĦ˧ĦÄÓÝ·ă¶ìÄ·ĦÝĺÄĝƟ-ƦÝÝÝƧ-ÄĝĦ§¶òÝĝÙ-§ú½ù§ÝúĦ§Ýú-§ĝăĬú½-ĖÝĝïù§ú§ÓÄùÄúĦ-Ò˧ùÄĻăĖï-Ħă-ÄÒÒÄ·ĦÝĺÄòŁùăúÝĦăĖ-§ú½ù§ú§ÓÄ-ĖÝĝïĝƕ-§ú½- Ħă-§·ÙÝÄĺÄ-§ú-§ēēĖăēĖݧĦÄ-¶§ò§ú·Ä-¶ÄĦĻÄÄú-ĖÝĝïĝ-§ú½ăùē§úŁēÄĖÒăĖù§ú·ÄƟ-ƦÝĺƧ-·ăúĝĦĖĬ·ĦÝĺÄòŁ-·Ù§òòÄúÓÄ--ĦÙÄù§ú§ÓÄùÄúĦăÒ--ĦÙÄ Company (the "Management") and review its performance; (v) instill an ethical corporate culture and ensure that the Company's values, ĝĦ§ú½§Ė½ĝƕēăòÝ·ÝÄĝ-§ú½ē˧·ĦÝ·Äĝ-§ĖÄ-·ăúĝÝĝĦÄúĦ-ĻÝĦÙ-ĦÙÄ-·ĬòĦĬĖÄƟ-§ú½-ƦĺÝƧ-ÄúĝĬĖÄ-Ħ˧úĝē§ĖÄú·Ł-§ú½-§··ăĬúĦ§¶ÝòÝĦŁ-ĦăïÄŁĝĦ§ïÄÙăò½ÄĖ- groups.

òò-½ÝĖÄ·ĦăĖĝ-§ĖÄ-ĻÄòò-§Ļ§ĖÄăÒ-ĦÙÄÝĖēĖăÒÄĝĝÝăú§ò-§ú½-Ō½Ĭ·Ý§ĖŁ-½ĬĦÝÄĝ-§ú½-ĖÄĝēăúĝݶÝòÝĦÝÄĝ-§ĝăÒŌ·ÄĖĝăÒ-ĦÙÄăùē§úŁ-ƦÝú·òĬ½ÝúÓ-ĦÙÄÝĖ- duties of care and duties of trust). In particular, and in accordance with applicable law, directors who may be deemed as having a ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦ-Ýú-§úŁù§ĦĦÄĖ-ĖÄò§ĦĽ-Ħă-ĦÙÄăùē§úŁ-½Ýĝ·òăĝÄĝĬ·Ù-Ʀ§·ĦĬ§òăĖ-½ÄÄùĽƧ-·ăúōÝ·ĦăÒ-ÝúĦÄĖÄĝĦ-§ú½-ĖÄ·ĬĝÄ-ĦÙÄùĝÄòĺÄĝ- from discussions and decisions involving such matters.

The Board is authorised to delegate some of its authorities to permanent or ad-hoc Board committees. The Board has thus established ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄƕ-ĦÙÄrÄùĬúÄ˧ĦÝăúăùùÝĦĦÄÄƕ-ĦÙÄ-VăùÝú§ĦÝúÓăùùÝĦĦÄÄƕ-ĦÙÄ-"ŀÄ·ĬĦÝĺÄăùùÝĦĦÄÄ-§ú½-ĦÙÄ-"y1ăùùÝĦĦÄÄƚ- ÙÄ- Ħ§ĝïĝƕ ēăĻÄĖĝ- §ú½- §ĬĦÙăĖÝĦÝÄĝ ăÒ ħ·Ù ăÒ- ĦÙÄĝÄ- ·ăùùÝĦĦÄÄĝ- Ù§ĺÄ- ¶ÄÄú ĝÄĦ- ÒăĖĦÙ- Ýú ħ·Ù- ·ăùùÝĦĦÄÄƞĝ- ·Ù§ĖĦÄĖƚ- ÙÄ- ĦÄĖùĝ ăÒ- reference play an important role in ensuring good corporate governance in the Company and within the Group and will be reviewed by the respective Board committees on a regular basis to enhance the effectiveness of these Board committees. The Board has also §ĬĦÙăĖÝĝĽ-ÝĦĝĝÄúÝăĖăÒŌ·ÄĖĝ-Ħă-ÝĝĝĬÄĝÙ§ĖÄĝ-Ĭēăú-ĦÙÄ-ÄŀÄĖ·ÝĝÄăÒăēĦÝăúĝ-Ĭú½ÄĖ-ĦÙÄăùē§úŁƞĝĝÙ§ĖÄăēĦÝăúēò§úĝƚ-VăĦĻÝĦÙĝĦ§ú½ÝúÓ- any delegation of powers as aforesaid, the Board remains responsible, at all times, for any acts or omissions of any of the Board committees.

;úòÝúÄ-ĻÝĦÙ-§ēēòÝ·§¶òÄò§Ļƕ-ĦÙÄă§Ė½-Ýĝ-ÄúĦĖĬĝĦĽ-ĻÝĦÙ-§òòù§ĦĦÄĖĝ-ĖÄò§ĦĽ-Ħă-ĦÙÄăùē§úŁƞĝĝÙ§ĖÄ-·§ēÝĦ§òƕ-§ĝĝĬùÄĝ-ĦÙÄ-ĖÄĝēăúĝݶÝòÝĦŁ-ÒăĖ- ĦÙÄ-§ēēĖăĺ§òăÒ-ĦÙÄăùē§úŁƞĝ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-§ú½ĝÄĦĝ-ĦÙÄăùē§úŁƞĝ-Óă§òĝ-§ú½ēăòÝ·ÝÄĝƚ-ÙÄă§Ė½-§òĝă-§ēēăÝúĦĝ-ĦÙÄ-"_-§ú½- oversees the performance of his or her duties.

ÝĦÙÝú-ĦÙÝĝ- Ò˧ùÄĻăĖïƕ-ĦÙÄă§Ė½-½Ýĝ·ĬĝĝÄĝ-§ú½- ĖÄĝăòĺÄĝ-§úŁù§ĦĦÄĖĝƕ-ĻÙÝ·Ù- ĖÄĕĬÝĖÄ-ĦÙÄă§Ė½ƴĝ-§ēēĖăĺ§ò-Ĭú½ÄĖ-§úŁ-§ēēòÝ·§¶òÄò§Ļ- (including, without limitation, interested persons' transactions) and/or any activities conducted pursuant to the guidelines set by the ă§Ė½ƚ-;ú-ÓÄúÄ˧òƕ-§úŁù§ĦÄĖݧò-ÝĝĝĬÄ-·ăú·ÄĖúÝúÓy§ĖÝúÄ-ƦÄƚÓƚĝĦ˧ĦÄÓÝ·ēò§úúÝúÓƕù§ĦÄĖݧò-ĖÄĝħ˷Ù-§ú½-½ÄĺÄòăēùÄúĦùÝòÄĝĦăúÄĝƕ-ĖÝĝï- §ĝĝÄĝĝùÄúĦ-§ú½-ĖÝĝïù§ú§ÓÄùÄúĦƕù§ĦÄĖݧòù§ĖïÄĦ-§ú½ƠăĖ-¶ĬĝÝúÄĝĝ-½ÄĺÄòăēùÄúĦ-ÝĝĝĬÄĝƕēăĦÄúĦݧòù§ĦÄĖݧò-Ħ˧úĝ§·ĦÝăúĝƕĝĬ¶ĝĦ§úĦݧò- capital investments, etc.) is brought to the attention of the Board.

The Nominating Committee and the Board also consider multiple board representations of members of the Board, so to ascertain that ă§Ė½ùÄù¶ÄĖĝ-Ù§ĺÄĝĬÒŌ·ÝÄúĦ-ĦÝùÄ-§ú½-§ĦĦÄúĦÝăúúÄ·Äĝĝ§ĖŁ-ÒăĖ-ĦÙÄ-ÄŀÄĖ·ÝĝÄăÒ-ĦÙÄÝĖ-½ĬĦÝÄĝ-§ĝ-½ÝĖÄ·ĦăĖĝ-ƦĦÙÄ-VăùÝú§ĦÝúÓăùùÝĦĦÄÄ- and the Board have considered the directorship positions of Mr. Lim, Ms. Shine, Mr. Sin and Ms. Zruya-Hashai and are of the opinion that such do not interfere with their service as independent directors of the Company).

Please see below further discussion of the powers, authorities and activities of the Nominating Committee, the Remuneration Committee, and the Audit Committee also in Sections 4, 6 and 10 below.

ÙÄă§Ė½ùÄÄĦĝ-ĖÄÓĬò§ĖòŁ-§ú½-Ýú-§úŁ-ÄĺÄúĦúăòÄĝĝ-ÒĖÄĕĬÄúĦòŁ-ĦÙ§ú-ŌĺÄ-ĦÝùÄĝ-ÄĺÄĖŁ-·§òÄú½§Ė-ŁÄ§Ėƚ-ÙÄăùē§úŁƞĝ-ĖĦÝ·òÄĝăÒĝĝă·Ý§ĦÝăú- (the "Articles") and the Israeli Companies law allow the convening of meetings of the Board using conference calls or any other device allowing each director participating in such meeting to hear all the other directors participating in such meeting. Board materials and Committees' materials are disseminated to the members of the Board and to the members of the respective Board Committees in a timely manner, prior to each meeting.

The attendance (in person or remotely) of the directors in the Board meetings held in 2024 was as follows:

Board of Directors – 2024
Name of Director No. of Meetings Held Attendance
Mr. Daniel Benjamin Glinert 7 7
Mr. Avraham Eshed 7 7
Mr. Uzi Levami 7 7
Mr. Lim Yong 7 7
Ms. Varda Shine 7 7
Mr. Sin Boon Ann 7 7
Ms. Neta Zruya-Hashai 7 7

In addition two written resolutions were passed by the Board in 2024.

The attendance (in person or remotely) of the Board committees' meetings held in 2024 was as follows (in addition, one written resolution was passed by the Audit Committee):

Audit Committee - 2024
Name of Director No. of Meetings Held Attendance
Mr. Lim Yong Sheng 4 র্ব
Ms. Varda Shine
Mr. Sin Boon Ann
Ms. Neta Zruya-Hashai র্ব
Remuneration Committee - 2024
Name of Director No. of Meetings Held Attendance
Mr. Uzi Levami 5
Ms. Varda Shine 5 5
Mr. Sin Boon Ann 5 5
Ms. Neta Zruya-Hashai 5 5
Nominating Committee - 2024
Name of Director No. of Meetings Held Attendance
Mr. Daniel Benjamin Glinert 1 1
Mr. Lim Yong Sheng 1 1
Ms. Varda Shine 1 1
Mr. Sin Boon Ann 1 1
Ms. Neta Zruya-Hashai 1 1

As a rule, the Board has delegated to Management the authority to approve transactions within certain thresholds, as set forth in the Board's respective written resolutions the above: (a) all strategic matters are brought before the Board, and (b) the Board committees and Management remain accountable to the Board. Minutes of meetings of all Board Committees in FY2024 are available to the Chair of each Board Committee provided updates at Board meetings in FY2024 on matters discussed in Board Committee meetings.

The Management of the Company provides the Board with interim and periodical (quarterly/annual) financial reports (in line with the SGX RegCo's announcement of 9 January 2020, the Company publishes semi-annual financial statements, but the Board discusses the Company's performance at least on a quarterly basis). budget control reports and operational information. The Board has separate and independent access to senior Management of the Company. Requests for information from the Board are dealt with promptly. The Board is informed on all material events and when they occur. Professional advisors (e.g. with regard to securities, compliance, insurance, cyber-security, audit, etc.) may be appointed to advise the Board, or (in special circumstances – as provided by lsraeli law) any of its members, if the Board or any individual member thereof seeks independent professional advice (under Israel law, the retention of an independent counsel by a director is subject to the Board or the court's approval, as applicable; when considering a director's request in this regard will consider the adequacy of the advice rendered by the Board's counsel(s) and the fees charged by an independent counsel, in view of the Company's financial situation).

The Board is involved in the appointment and removal of the Company secretary. The Company secretary (who also serves as an external legal counsel to the Company attends all Board committees' meetings and is responsible for ensuring that Board procedures are followed and for the minutes. Together with the Chairman and the Management, the Company secretary is responsible for compliance with the applicable laws, rules and regulations in this regard.

All Board members are instructed and advised, on an ongoing basis, with roles, responsibilities, powers and duties. Such direction includes dissemination of written materials, prepared by the Company and its counsels, with regard to legal and corporate governance developments affecting the Board and the directors, personal communication with the Company's secretary and ongoing discussions at Board meetings.

Principle 2: Board Composition and Guidance

The Nominating Committee of the Board, in its meeting of 5 January 2020, opined that the following general criteria should be applied to the Board of Directors composition:

  • The Board should comprise 7 to 9 directors. The current structure (7 directors) is sufficient and effective. The Board may consider adding additional directors, on a case-by-case basis, giving proper weight to the potential contribution of the additional member/s vis-à-vis the effects on the effectiveness of the Board.
  • The majority of the Board should be comprised of independent directors.
    • ÙÄă§Ė½ĝÙăĬò½-¶Ä-·ăùēĖÝĝĽăÒ-½ÝĖÄ·ĦăĖĝ-Ù§ĺÝúÓ-§ēēĖăēĖݧĦÄ-ÄŀēÄĖĦÝĝÄ-§ú½-ÄŀēÄĖÝÄú·Ä-Ýú-§Ėħĝ-ĖÄò§ĦĽ-Ħă-ĦÙÄăēÄ˧ĦÝăúĝ- of the Group. Specifically, if 7 directors, preferably three from the diamond industry, preferably from the various segments thereof (upstream production (mining), midstream polishing and wholesale trade, and downstream retail trade), preferably ĦĻă-ĻÝĦÙ-ĖÄòÄĺ§úĦ-ĦÄ·ÙúăòăÓÝ·§ò-¶§·ïÓĖăĬú½ƕ-§ĦòħĝĦăúÄ-ĻÝĦÙ-§··ăĬúĦÝúÓ-Ơ-ÒÝú§ú·Ý§ò-ĖÄĺÝÄĻ-§ú½-ĖÄēăĖĦÝúÓ-ÄŀēÄĖĦÝĝÄ-§ú½-§Ħ- òħĝĦăúÄ-ĻÝĦÙ-·ăĖēă˧ĦÄ-ÓăĺÄĖú§ú·Ä-ÄŀēÄĖĦÝĝÄƚ-;Òŝ-½ÝĖÄ·ĦăĖĝƕ-§ú-§½½ÝĦÝăú§òăúÄ-ÒĖăù-ĦÙÄ-½Ý§ùăú½-Ýú½ĬĝĦĖŁ-§ú½-§ú-§½½ÝĦÝăú§ò- ăúÄ-ĻÝĦÙ-ĖÄòÄĺ§úĦ-ĦÄ·ÙúăòăÓÝ·§ò-¶§·ïÓĖăĬú½ƚ-
  • The Board should be gender diversified.

ÙÄă§Ė½-Ù§ĝ- ˧ĦÝŌĽ- ĦÙÄ-§¶ăĺÄ-ÓĬݽÄòÝúÄĝ-Ýú-ŖŔŖŕ-§ú½-§Ó§Ýú-Ýú-ŖŔŖŗ-§ú½-Ýú·ăĖēă˧ĦĽ- ĦÙÄù-ÝúĦă- ĦÙÄă§Ė½ƴĝ-½ÝĺÄĖĝÝĦŁēăòÝ·Łƕ-§ú½- ¶§ĝĽăúĝĬ·Ù-ĦÙÄă§Ė½-ÝĝăÒ-ĦÙÄăēÝúÝăú-ĦÙ§Ħ-ÝĦĝĝĦĖĬ·ĦĬĖÄ-§ú½-·ăùēăĝÝĦÝăú-§ĖÄ-ÝúòÝúÄ-ĻÝĦÙĝĬ·ÙēăòÝ·Ł-§ú½-½ĬòŁ-§½½ĖÄĝĝ-ĦÙÄăùē§úŁƞĝ- needs and plans.

As of the date of this report, the Board comprises seven directors, the majority of who are independent (two of those directors, namely Uĝƚ-VÄĦ§-¢ĖĬ٧ƪ7§ĝÙ§Ý-§ú½-UĖƚyÝúăăúúú-§òĝăĕĬ§òÝÒŁ-§ĝ-Ʊ"ŀĦÄĖú§ò-ÝĖÄ·ĦăĖĝƲƕ-Ĭú½ÄĖ-;ĝ˧ÄòÝò§ĻƧ-§ú½ĝÝŀ-½ÝĖÄ·ĦăĖĝăĬĦăÒ-ĦÙÄĝÄĺÄú-§ĖÄ- Văúƪ"ŀÄ·ĬĦÝĺÄ-ÝĖÄ·ĦăĖĝƚ-ÙĬĝƕ-ĦÙÄă§Ė½-Ýĝ-§¶òÄ-Ħă-ÄŀÄĖ·ÝĝÄă¶ìÄ·ĦÝĺÄìĬ½ÓùÄúĦƕ-Ýú½ÄēÄú½ÄúĦòŁ-ÒĖăù-U§ú§ÓÄùÄúĦ-§ú½úă-Ýú½ÝĺݽĬ§òăĖ- small group of individuals can dominate the decisions of the Board.

ÙÄă§Ė½-ÝĝăÒ- ĦÙÄăēÝúÝăú- ĦÙ§Ħ-ÝĦĝ-·ĬĖĖÄúĦĝÝŇÄ-Ýĝ-§½ÄĕĬ§ĦÄƚ-7ăĻÄĺÄĖƕ- ĦÙÄă§Ė½ù§Ł-·ăúĝݽÄĖ- ĦÙÄ-§½½ÝĦÝăúăÒ-Ĭē- Ħă- ĦĻă-§½½ÝĦÝăú§ò- ½ÝĖÄ·ĦăĖĝ- Ýú- ĦÙÄ- ÒĬĦĬĖÄƕ ăēĦÝù§òòŁ- ĻÝĦÙ ĝĦĖăúÓ- ĦÄ·ÙúăòăÓÝ·§ò- §ú½ƠăĖ- ¶ĬĝÝúÄĝĝ- ½ÄĺÄòăēùÄúĦ- ĖÄ·ă˽ƕ- Ħ§ïÝúÓ- ÝúĦă- §··ăĬúĦ- ĦÙÄ ăēĦÝù§ò- ă§Ė½ƞĝĝÝŇÄăú-ĦÙÄăúÄ-Ù§ú½ƕ-§ú½-ĦÙÄ-¶ÄúÄŌĦĝăÒ-½ÝĺÄĖĝÝĦŁ-§ú½-·ăùēòÄùÄúĦ§ĖŁ-ÄŀēÄĖĦÝĝÄăú-ĦÙÄă§Ė½ăú-ĦÙÄăĦÙÄĖ-Ù§ú½ƚ

ÙÄă§Ė½-·ăùùÝĦĦÄÄĝ-ĖÄōÄ·Ħ-§ú-§ēēĖăēĖݧĦÄ-¶§ò§ú·Ä-§ú½ùÝŀăÒĝïÝòòĝƕïúăĻòĽÓÄƕ-ÄŀēÄĖÝÄú·Äƕ-§ú½ăĦÙÄĖ-§ĝēÄ·ĦĝăÒ-½ÝĺÄĖĝÝĦŁĝĬ·Ù-§ĝ- ÓÄú½ÄĖƕú§ĦÝăú§òÝĦŁ-§ú½-§ÓÄƕĝă-§ĝ-Ħă-§ĺăݽ-ÓĖăĬēĦÙÝúï-§ú½-ÒăĝĦÄĖ-·ăúĝĦĖĬ·ĦÝĺÄ-½Ä¶§ĦÄƚ-;ú-§··ă˽§ú·Ä-ĻÝĦÙ-ĦÙÄ-·ĖÝĦÄĖݧúăĦĽ-§¶ăĺÄƕ-Uĝƚ- yÙÝúÄ-Ù§ĝĺ§ĝĦ-ÄŀēÄĖÝÄú·Ä-Ýú-ĦÙÄ-ĬēĝĦĖħùēĖă½Ĭ·ĦÝăúĝÄÓùÄúĦăÒ-ĦÙÄ-½Ý§ùăú½-Ýú½ĬĝĦĖŁƕ-Ù§ĺÝúÓ-Ù§½-§ú-ÄŀĦÄúĝÝĺÄ-·§ĖÄÄĖ-§Ħ-ÄÄÄĖĝ- ·ĬòùÝú§ĦÝúÓ-Ýú-¶ÄÝúÓ-"_ăÒ-ÝĦĝ-ĖăĬÓÙ-½Ý§ùăú½ĝÄòòÝúÓ-§Ėùƕ-UĖƚ-"ĝÙĽ-Ù§ĝăĺÄĖřŔ-ŁÄ§Ėĝƞ-ÄŀēÄĖÝÄú·Ä-Ýú-ĦÙÄùݽĝĦĖħùēăòÝĝÙÝúÓĝÄÓùÄúĦƕ- §ú½-UĖƚ-MÝù-Ù§ĝ-ÄŀĦÄúĝÝĺÄăúÓăÝúÓ-ÄŀēÄĖÝÄú·Ä-Ýú-ĦÙÄ-½ăĻúĝĦĖħù-ĖÄĦ§ÝòĝÄÓùÄúĦƕ-¶ÄÝúÓ-ĦÙÄ-"_ăÒ-§-·Ù§ÝúăÒ-ĖÄĦ§ÝòăĬĦòÄĦĝ-ĦÙĖăĬÓÙăĬĦ- ĦÙÄoù§ĖïÄĦƚ-UĖƚ-1òÝúÄĖĦ-§ú½-UĖƚ-MÄĺ§ùÝ-Ù§ĺÄ-ĦăÓÄĦÙÄĖ-·òăĝÄ-Ħă-§-·ÄúĦĬĖŁăÒ-ÄŀēÄĖÝÄú·Ä-Ýúĺ§ĖÝăĬĝ-ÙÝÓÙƪĦÄ·Ù-Äú½Ä§ĺăĖĝ-Ýú-§ĝĝăĖĦĽ- ŌÄò½ĝƚ-Uĝƚ-¢ĖĬ٧ƪ7§ĝÙ§Ý-Ù§ĝ-¶Ėă§½-§··ăĬúĦÝúÓ-§ú½-Ōú§ú·Ý§ò-ĖÄĺÝÄĻïúăĻòĽÓÄƕ-Ù§ĺÝúÓ-¶ÄÄú-§ē§ĖĦúÄĖ-Ýú-§-¶ÝÓ-ÒăĬĖ-§··ăĬúĦÝúÓ-ŌĖù-ÒăĖ- ù§úŁ-ŁÄ§Ėĝƕ-§ú½-UĖƚyÝú-Ù§ĝù§úŁ-ŁÄ§ĖĝăÒ-ÄŀēÄĖÝÄú·Äăú-·ăĖēă˧ĦÄ-ÓăĺÄĖú§ú·Ä-ÝĝĝĬÄĝƕ-Ù§ĺÝúÓĝÄĖĺĽ-ÝúĝÄúÝăĖēăĝÝĦÝăúĝ-Ýú-ĦÙÄòÄÓ§ò- ē˧·ĦÝ·Ä-ÝúyÝúÓ§ēăĖÄƕ-Òă·ĬĝĽăú-·§ēÝĦ§òù§ĖïÄĦĝƕēĬ¶òÝ·òÝĝĦÝúÓĝƕ-ÄĦ·ƚòħĖòŁƕ-ĦÙÄă§Ė½-½Ė§Ļĝ-ÒĖăù-§-¶Ėă§½ĝēÄ·ĦĖĬùăÒ-¶§·ïÓĖăĬú½ĝƕ- §ÓÄĝƕ- ÓÄú½ÄĖĝƕ- ·ăùēÄĦÄú·ÝÄĝ- §ú½- ½Ýĝ·ÝēòÝúÄĝƔ- ÒĖăù- ĦÙÄ- ½Ý§ùăú½- §ú½- ÓÄùĝĦăúÄĝ- Ýú½ĬĝĦĖŁ- ƦÝú·òĬ½ÝúÓ- ƱĬēĝĦĖħùƲƕ- ƱùݽĝĦĖħùƲ- §ú½- Ʊ½ăĻúĝĦĖħùƲĝÄÓùÄúĦĝăÒ-ĦÙÄ-Ýú½ĬĝĦĖŁƧ-ĦÙÄ-ÙÝÓÙƪĦÄ·Ù-Ýú½ĬĝĦĖŁƕ-ĦÙÄ-¶ĬĝÝúÄĝĝ-·ăùùĬúÝĦŁƕ-§··ăĬúĦÝúÓƕòÄÓ§òē˧·ĦÝ·Ä-§ú½ù§ú§ÓÄùÄúĦƚ- ĝúăĦĽ-§¶ăĺÄƕ-ĦÙÄăùē§úŁ-Ýĝ-§òĝă-·ăúĝݽÄĖÝúÓĝÄÄïÝúÓ-§½½ÝĦÝăú§ò-½ÝĖÄ·ĦăĖĝ-ĻÙă-ĻÝòò-ÄúĖÝ·Ù-§ú½-½ÝĺÄĖĝÝÒŁ-ĦÙÄă§Ė½ƚ-

UăĖÄ-ÝúÒăĖù§ĦÝăú-ĻÝĦÙ-ĖÄӧ˽-Ħă-ĦÙÄ-½ÝĖÄ·ĦăĖĝƞ-ÄŀēÄĖÝÄú·Äù§Ł-¶Ä-ÒăĬú½-Ýú-ĦÙÄă§Ė½ăÒ-ÝĖÄ·ĦăĖĝĝÄ·ĦÝăúăÒ-ĦÙÝĝúúĬ§òrÄēăĖĦƚ

Ms. Varda Shine was initially appointed by the 2020 Annual General Meeting as the Lead Independent Director and was reappointed §Ħ-ĦÙÄ-ŖŔŖŗúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓƚ--

The Nominating Committee and the Board have reviewed the independence of each of the Company's independent directors and §ēēòÝĽ-ĦÙÄă½Äƴĝ-½ÄŌúÝĦÝăú-Ʀ§ĝ-ĻÄòò-§ĝ-ĦÙÄ-½ÄŌúÝĦÝăúĝăÒ-;ĝ˧ÄòÝò§ĻƧăÒ-Ýú½ÄēÄú½ÄúĦ-½ÝĖÄ·ĦăĖĕĬ§òÝŌ·§ĦÝăúĝ-Ýú-ÝĦĝ-ĖÄĺÝÄĻƚ-

As noted below (under the discussion re Principle 4), according to the Articles, each director shall serve, unless the Annual General Meeting appointing him or her provides otherwise, until the third Annual General Meeting following the Annual General Meeting at which such director was appointed, or his or her earlier resignation or removal pursuant to the provisions of the Articles. The current ½ÝĖÄ·ĦăĖĝ-ĻÄĖÄ-ÄòÄ·ĦĽ-Ýú-ŖŔŖŗƚ-

ÙÄ-½ÝĖÄ·ĦăĖĝăÒ-ĦÙÄăùē§úŁ-ÝúăÒŌ·Ä-§Ħ-ĦÙÄ-½§ĦÄăÒ-ĦÙÝĝ-ĖÄēăĖĦ-§ĖÄƔ

Executive Non-Executive Independent
Mr. Daniel Benjamin Glinert (Chairman) Mr. Avraham Eshed Ms. Varda Shine (Lead)
Mr. Uzi Levami Mr. Lim Yong Sheng
Mr. Sin Boon Ann
Ms. Neta Zruya-Hashai

ÙÄĖÄ-§ĖÄúăēÄĖù§úÄúĦ-§òĦÄĖú§ĦÄ-½ÝĖÄ·ĦăĖĝ-ƦÝú-ĦÙÄē§ĝĦ-§òĦÄĖú§ĦÄ-½ÝĖÄ·ĦăĖĝ-Ù§ĺÄ-¶ÄÄú-§ēēăÝúĦĽ-ÝúĺÄĖŁ-ÒÄĻ-·§ĝÄĝ-§ú½ăúòŁ-ÒăĖĝēÄ·ÝŌ·- meetings; during 2024 no alternate director was appointed).

ÙÄ-Văúƪ"ŀÄ·ĬĦÝĺÄ-ÝĖÄ·ĦăĖĝē§ĖĦÝ·Ýē§ĦÄ-§·ĦÝĺÄòŁ-Ýú-½ÄĺÄòăēÝúÓĝĦ˧ĦÄÓŁ-§ú½-Ýú-ĖÄĺÝÄĻÝúÓ-ĦÙÄēÄĖÒăĖù§ú·ÄăÒ-ĦÙÄăùē§úŁƚ

ÙÄ-Ýú½ÄēÄú½ÄúĦ-½ÝĖÄ·ĦăĖĝ-§òĝăùÄÄĦ-ĻÝĦÙăĬĦ-ĦÙÄēĖÄĝÄú·ÄăÒ-ĦÙÄ-U§ú§ÓÄùÄúĦăÒ-ĦÙÄăùē§úŁƕ-Ħă-ĦÙÄ-ÄŀĦÄúĦúÄ·Äĝĝ§ĖŁăĖ-§½ĺÝĝ§¶òÄƚ-

Principle 3: Chairman and Chief Executive Officer

The Executive Chairman and the CEO of the Company are separate individuals. They are not related.

According to the resolution of the Board:

"The Company is of the view that a distinct separation of responsibilities between the CEO will indeed ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making.

As the most senior executive in the Company, the CEO bears executive responsibility for the Company's day-to-day business according to the policies set by the Board and subject to the Board on strategic planning, business development and generally charting the growth of the Company.

The CEO shall report to the Board on a periodic basis and shall seek the Board's advice and consent.

The Chairman bears responsibility for the proper functioning of the Board's committees (and of the Non-Executive Directors in particular), maintains on-going supervision over the Management of the flow of information from the Company's Management to the Board, and assists in promoting high standards of corporate governance and ensuring compliance with the Company's guidelines of corporate governance.

The Chairman ensures that Board meetings are held when necessary and sets the Board in consultation with the CEO.

The Chairman ensures effective communication between the Company's shareholders."

Ms. Varda Shine is the Lead Independent Director, As Lead Independent Director, she is the principal liaison on Board issues between the Independent Directors and the Chairman. She is available to shareholders where they have concerns in which contact through the normal channels of the Executive Chairman and Executive Directors has failed to resolve or is inappropriate.

The Board's Executive Committee (comprised of Messrs. Glinert and Ms. Shine) meets regularly with the CEO to discuss strategic matters. As noted above, the Executive Committee serves as an advisory committee only and as an interface between the CEO and the Board. All members of the Executive Committee have broad experience in the Group's spheres of endeavour along with extensive expertise in technological development and/or the diamond industry.

Principle 4: Board Membership

According to the Articles, each director shall serve, unless the Annual General Meeting appointing him or her provides otherwise, until the third Annual General Meeting following the Annual General Meeting at which such director was appointed, or his or her earlier resignation or removal pursuant to the Articles. A director who has completed his or her term of service or has been removed as aforesaid shall be eligible for re-election. The directors who qualify as "External Directors" may be removed from office only if they no longer qualify to serve as such.

The Nominating Committee comprises five majority of whom, including the Chairman, is independent. As at the date of this Report, the Nominating Committee members are:

Mr. Sin Boon Ann (Chairman and Independent Director)
Mr. Daniel Benjamin Glinert (Executive Chairman of the Board)
Mr. Lim Yong Sheng (Independent Director)
Ms. Neta Zruya Hashai (Independent Director)
Ms. Varda Shine (Lead Independent Director)

Our Nominating Committee is responsible for:

  • (a) key management personnel;
  • (b)
  • (c)
  • (d)

In performing its duties, the Nominating Committee considerations set forth in Principles 1 & 2.

The Nominating Committee determined, based on information provided to it by all independent directors designated as Independent Directors are indeed independent.

The Nominating Committee has also evaluated the performance of the performance of each member of the Board in particular (based, among others, on questionnaires filled by each director) and determined that all directors have been adequately carrying out their duties as directors of the Company.

Based on the information provided to the Company by the Board, the following directors hold the following directorship positions in publicly traded companies and/or other commitments:

Daniel Benjamin Glinert Uzi Levami Avraham Eshed Neta Zruya-Hashai
Nil Ayin Lev Ami (2000) Ltd., a
family-owned
asset holding company;
Yummi Food Ltd., an
e-commerce platform
Eshed Diam Ltd.:
Eshed Diam Inc .;
Eshed Diam (HK) Ltd.;
Eshed Designs Ltd.;
Gemstar Ltd.;
Bilbao Trade & Investments Ltd.:
AV 1141 LLC:
AV 1 Real Estate Ltd .;
N.A. Collins 6515 LLC; and
Newark AV 4 BLD LLC.
All the above are family-owned
private businesses relating
to Mr. Eshed's diamond and
gem trading business and real
estate and other investments.
CEO of ESOP Management and
Trust Services Ltd.
A Board member of
the Association for the
Advancement of Education in
Israel - "One of Ours".
Lim Yong Sheng Varda Shine Sin Boon Ann
MoneyMax Financial Services
Ltd.*
Ecora Resources PLC (a
non-diamond commodities
investment firm);
Channel Capital LLP., an asset
management firm;
Ratio Petroleum Energy LP
;
Teenage cancer Trust (charity).
The Trendlines Group Ltd.;
Healthway Medical Corporation
Limited
:
TIH Limited:
OUE Limited
:
Balkan Holdings Pte. Ltd.;
W Capital Markets Pte. Ltd.;
The Farrer Park Company Pte.
Ltd .:
At-Sunrice (Holdings) Pte. Ltd .;
EsseDigital Pte. Ltd.;
Tampines Central Community
Foundation Limited.

* Listed company

The Nominating Committee is of the view that all directors are able to and have adequately carried out their duties as directors of the Company, notwithstanding such other directorships and/or principal commitments. With reference to Mr. Sin Company noted that Mr. Sin retired from his former full-time positions as a Deputy Managing Director of the Corporate & Finance Department and the Co-head of the Capital Markets Practice in Drew & Napier of the Singapore Parliament. Hence, given Mr. Sin's professional record, after having considered all aspects of Mr. Sin's directorship, e.g., his experience and expertise, his other positions in other corporations, the fact the Company may even benefit from Mr. Sin's directorship in other corporations, given Mr. Sin's exposure to additional schools of thought and management, and his ability to share such any general insights gained from such positions (without sharing any non-public information, of course) with the Company, the Nominating Committee and the Board are of the opinion that Mr. Sin is able to diligently discharge his duties as a member of the Board in general and as an independent director in particular.

Principle 5: Board Performance

Our Nominating Committee decides how the Board's performance is to be evaluated and proposes objective performance criteria. subject to the approval of the Board, which are used to which the Board enhances long-term shareholder value.

Each member of the Board evaluated the performance of the Board assessment was conducted by way of a questionnaire ("Questionnaire"). The assessment examined the Board's role, composition, and its performance against a number of defined criteria. Feedback and comments received from the directors were reviewed by the Nominating Committee. The Questionnaire covered areas such as Board composition management, Board processes, accountability, succession planning, top management, investor relations, managing the Company's performance, standard of conduct, directors' development and management and risk assessment. If the score for a particular section in the Questionnare was consistently low, the Board proactively addressed the area of concern, with a view to strengthen processes around it and improve the scoring in the future.

The aggregate (and anonymised) results were submitted to our Nominating Committee, who conducted a discussion based on same. The Lead Independent Directors has also discussed with other members of the Board as whole and the performance of the Chairman of the Board in particular. No external facilitators were used in the Board, its Board Committees and the individual directors (it should be noted that given the company's unique position as an Israeli company, incorporated under Israeli law and traded in Singapore, with directors from three jurisdictions, it is doubtful whether there are any external consulting firms which may fully address such complexity).

Principle 6: Procedures for Developing Remuneration Policies

The Remuneration Committee comprises four directors, the majority of whom is independent. As at the date of this report, the Remuneration Committee members are:

Ms. Varda Shine (Chairperson and Lead Independent Director)
Mr. Uzi Levami ƦVăúƪ"ŀÄ·ĬĦÝĺÄ
ÝĖÄ·ĦăĖƧ
Mr. Sin Boon Ann (Independent Director)
Ms. Neta Zruya Hashai (Independent Director)

_ĬĖrÄùĬúÄ˧ĦÝăúăùùÝĦĦÄÄ-ĖÄ·ăùùÄú½ĝ-ĦăăĬĖă§Ė½ăÒ-ÝĖÄ·ĦăĖĝ-§-Ò˧ùÄĻăĖïăÒ-ĖÄùĬúÄ˧ĦÝăú-ÒăĖăĬĖ-½ÝĖÄ·ĦăĖĝ-§ú½ïÄŁ-ÄŀÄ·ĬĦÝĺÄĝ- §ú½-ĖÄ·ăùùÄú½ĝĝēÄ·ÝŌ·-ĖÄùĬúÄ˧ĦÝăúē§·ï§ÓÄĝ-ÒăĖħ·Ù-"ŀÄ·ĬĦÝĺÄ-ÝĖÄ·ĦăĖ-§ú½-ĦÙÄ-"_ƚòò-§ĝēÄ·ĦĝăÒ-½ÝĖÄ·ĦăĖĝƞ-§ú½ïÄŁ-ÄŀÄ·ĬĦÝĺÄĝƴ- ĖÄùĬúÄ˧ĦÝăúƕ-Ýú·òĬ½ÝúÓ-¶ĬĦúăĦòÝùÝĦĽ-Ħă-½ÝĖÄ·ĦăĖĝƞ-ÒÄÄĝƕĝ§ò§ĖÝÄĝƕ-§òòăϧú·Äĝ-§ú½-¶ăúĬĝÄĝƕăēĦÝăúĝ-§ú½-¶ÄúÄŌĦĝ-ÝúïÝú½-§ĖÄ-½Ä§òĦ-ĻÝĦÙ- by our Remuneration Committee. The Remuneration Committee and the Board rely, among other things, on periodical remuneration ĝĬĖĺÄŁĝ-·ăú½Ĭ·ĦĽ-¶Ł-Ýú½ÄēÄú½ÄúĦ-;ĝ˧ÄòÝ-ĖÄùĬúÄ˧ĦÝăú-ÄŀēÄĖĦĝ-ƦĝĬ·Ù-§ĝ-¢ĺÝ˧úăùēÄúĝ§ĦÝăú-§ú½-ÄúÄŌĦĝyăòĬĦÝăúĝƧƕ-§ú½ăú-ÓÄúÄ˧ò- insights with regard to the competitive environment in which the Company operates, and the current trends regarding employees' recruitment and retention. Each member of our Remuneration Committee abstains from voting on any resolutions in respect of his/her ĖÄùĬúÄ˧ĦÝăúē§·ï§ÓÄƚ-ÙÄ-ĖÄùĬúÄ˧ĦÝăúăÒăĬĖ-Ýú½ÄēÄú½ÄúĦ-½ÝĖÄ·ĦăĖĝƕ-ĻÙă-§ĖÄ-½ÄÄùĽ-§òĝă-§ĝ-Ʊ"ŀĦÄĖú§ò-ÝĖÄ·ĦăĖĝƲ-§··ă˽ÝúÓ-Ħă-ĦÙÄ- provisions of the Israeli Companies, is also subject to the limitations set by Israeli law.

ÙÄăùē§úŁƞĝăĺÄ˧òò- ĖÄùĬúÄ˧ĦÝăúēăòÝ·Ł-§ú½ ĝēÄ·ÝŌ·- ĖÄùĬúÄ˧ĦÝăúē§·ï§ÓÄĝ- ÒăĖ- ĦÙÄ-½ÝĖÄ·ĦăĖĝ-§ú½ïÄŁ-ÄŀÄ·ĬĦÝĺÄĝ- ÒăĖ- ĦÙÄ- ŁÄ§Ėĝ 2024-2026 were presented to the General Meeting and approved by it at the Annual General Meeting held on 24 April 2024.

Principle 7: Level and Mix of Remuneration

ÙÄăùē§úŁƴĝ-ĖÄùĬúÄ˧ĦÝăúēăòÝ·Ł-Ýĝ-Ħ§ÝòăĖĽ-Ħă-ĦÙÄĝēÄ·ÝŌ·-ĖăòÄ-§ú½-·ÝĖ·ĬùĝĦ§ú·ÄĝăÒħ·ÙăÒ-ĦÙÄ-½ÝĖÄ·ĦăĖĝ-§ú½ïÄŁù§ú§ÓÄùÄúĦ- ēÄĖĝăúúÄòƕĝă-§ĝ- Ħă-ÄúĝĬĖÄ-§ú-§ēēĖăēĖݧĦÄ- ĖÄùĬúÄ˧ĦÝăúòÄĺÄò-§ú½ùÝŀ- ĦÙ§Ħ- ĖÄ·ăÓúÝĝÄĝ- ĦÙÄēÄĖÒăĖù§ú·Äƕ-ÝúĺăòĺÄùÄúĦƕēăĦÄúĦݧò-§ú½- responsibilities of these individuals.

-·ÄĖĦ§ÝúēăĖĦÝăúăÒ-ĦÙÄăÒŌ·ÄĖĝƴ-§ú½-ĦÙÄ-ÄŀÄ·ĬĦÝĺÄ-½ÝĖÄ·ĦăĖĝƴ-ĖÄùĬúÄ˧ĦÝăú-ÝĝēÄĖÒăĖù§ú·ÄƪĖÄò§ĦĽ-§ú½-Ħ§ïÄĝ-§··ăĬúĦăÒ-ĦÙÄăùē§úŁƴĝ- medium-term and long-term Key Performance Indicators (KPIs).

ÙÄăùē§úŁ-Ù§ĝ-Ýúēò§·Ä-§ú-"ùēòăŁÄÄyÙ§ĖÄ-_ēĦÝăúoò§ú-ƦĻÙÝ·Ùϧĝ-§ēēĖăĺĽ-¶Ł-ĦÙÄăùē§úŁƞĝ-1ÄúÄ˧ò-UÄÄĦÝúÓƕ-ÙÄò½ăú-ŖŔēĖÝò- ŖŔŕřƪ-ĦÙÄ-Ʊ2015 PlanƲƚƧ-ĦÙ§ĦĝÄĖĺÄĝ-ĦăēĖăĺݽÄ-§òăúÓÄĖƪĦÄĖù-Ýú·ÄúĦÝĺÄƕ-¶ÄĦĦÄĖ-§òÝÓúĽ-ĻÝĦÙòăúÓƪĦÄĖùēÄĖÒăĖù§ú·ÄăÒ-ĦÙÄăùē§úŁ- §ú½ăÒ-ĦÙÄ-½ÝĖÄ·ĦăĖĝƕăÒŌ·ÄĖĝ-§ú½-ÄùēòăŁÄÄĝƚ-ÄĦ§ÝòĝăÒĝĬ·Ùēò§úù§Ł-¶Ä-ÒăĬú½-Ýú-ĦÙÄăùē§úŁƴĝúúĬ§òrÄēăĖĦ-ÒăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½ăú- Ä·Äù¶ÄĖŗŕƕ-ŖŔŕŘƚ-ÙÄ-ŖŔŕřoò§ú-ĻÝòò-ÄŀēÝĖÄăú-ŖŔēĖÝò-ŖŔŖř-§ú½-ĦÙÄăùē§úŁƞĝĝÙ§ĖÄÙăò½ÄĖĝ-ĻÝòò-¶Ä-ĖÄĕĬÄĝĦĽ-Ħă-§ēēĖăĺÄ-§úÄĻ- employee share option plan (the "2025 PlanƝƧ-§Ħ-ĦÙÄ-"ŀĦ˧ă˽Ýú§ĖŁ-1ÄúÄ˧ò-UÄÄĦÝúÓĝ·ÙĽĬòĽ-ÒăĖ-ŖŘēĖÝò-ŖŔŖř-ƦĦÙÄ-Ɲ2025 EGM"). 0ĬĖĦÙÄĖ-½ÄĦ§Ýòĝ-§¶ăĬĦ-ĦÙÄ-ŖŔŖřoò§úù§Ł-¶Ä-ÒăĬú½-Ýú-ĦÙÄăùē§úŁƞĝ-ÝĖ·Ĭò§Ė-½§ĦĽ-ŖēĖÝò-ŖŔŖřƕ-½ÝĝĝÄùÝú§ĦĽ-Ħă-ĦÙÄĝÙ§ĖÄÙăò½ÄĖĝ-Ýú- ·ăúúÄ·ĦÝăú-ĻÝĦÙ-ĦÙÄ-ŖŔŖř-"1U-ƦĦÙÄ-Ʊ2025 CircularƲƧƚ-

As set forth in the Company's Remuneration Policy, the Board has set guidelines concerning, among other things, eligibility to receive share options (based on performance and time of service with the Company), vesting periods (typically over one-to-four years from the ½§ĦÄăÒ-Ó˧úĦƧ-§ú½-ĦÙÄùÝúÝùĬù-§ú½ù§ŀÝùĬù-§ùăĬúĦĝăÒĝÙ§ĖÄăēĦÝăúĝ-Ħă-¶Ä-Ó˧úĦĽ-Ʀ¶§ĝĽăúĝÄúÝăĖÝĦŁ-§ú½-ÄŀēÄĖĦÝĝÄƧƚ-"ŀÄ·ĬĦÝĺÄ- ÝĖÄ·ĦăĖĝƕĝÄúÝăĖăÒŌ·ÄĖĝ-§ú½ïÄŁ-ÄùēòăŁÄÄĝ-§ĖÄ-§òĝă-Ó˧úĦĽēÄĖÒăĖù§ú·Äƪ¶§ĝĽăēĦÝăúĝƕ-Ħă-¶ÄĺÄĝĦĽăĺÄĖăúÄƪĦăƪÒăĬĖ-ŁÄ§Ėĝƕ-¶§ĝĽ- upon the achievement of business goals.

ÙÄăùē§úŁƴĝēÄĖÒăĖù§ú·Äƪ¶§ĝĽ-ÄĕĬÝĦŁ-Ó˧úĦĝ-Ýú·òĬ½Ä-·ăúĦ˧·ĦĬ§òēĖăĺÝĝÝăúĝ-§òòăĻÝúÓ-ĦÙÄ-ĖÄ·ò§ÝùÝúÓăÒ-Ýú·ÄúĦÝĺÄ-·ăùēăúÄúĦĝăÒ- ĖÄùĬúÄ˧ĦÝăú-ÒĖăù-ÄŀÄ·ĬĦÝĺÄ-½ÝĖÄ·ĦăĖĝ-§ú½-ÒĖăùăÒŌ·ÄĖĝ-Ýú-·§ĝÄĝăÒùÝĝĝĦ§ĦÄùÄúĦăÒ-Ōú§ú·Ý§ò-ĖÄĝĬòĦĝƚ

The Company has also initiated a Total Shareholder Return (TSR) incentivisation program - intended to incentivise senior management Ħă-ÓÄúÄ˧ĦÄ-ÙÝÓÙÄĖ-ĖÄĦĬĖúĝ-Ħă-ĦÙÄăùē§úŁƞĝĝÙ§ĖÄÙăò½ÄĖĝƚ-

ÙÄ-"ŀÄ·ĬĦÝĺÄ-ÝĖÄ·ĦăĖĝƞ- ĖÄùĬúÄ˧ĦÝăúē§·ï§ÓÄ-§ú½- ĦÙÄïÄŁ-U§ú§ÓÄùÄúĦēÄĖĝăúúÄòƴĝ- ĖÄùĬúÄ˧ĦÝăú- Ò˧ùÄĻăĖï-§ĖÄ ĝĦĖĬ·ĦĬĖĽ-Ýú-§- ϧŁ-ĦÙ§ĦòÝúïĝ-ĖÄϧ˽ĝ-Ħă-·ăĖēă˧ĦÄ-§ú½-Ýú½ÝĺݽĬ§òēÄĖÒăĖù§ú·Äƚ-§ĝÙ-¶ăúĬĝÄĝ-§ú½ĝÙ§ĖÄăēĦÝăúĝ-§ĖÄòÝúïĽƕ-Ħă-§-ÓĖħĦ-ÄŀĦÄúĦƕ-Ħă-ĦÙÄ- §·ÙÝÄĺÄùÄúĦăÒ-ĦÙÄăùē§úŁƞĝĝĦ˧ĦÄÓÝ·-Óă§òĝƚ-

ÙÄ-ĖÄĺÝÄĻăÒ- ĖÄùĬúÄ˧ĦÝăúē§·ï§ÓÄĝ-§òĝă-Ħ§ïÄĝ-ÝúĦă-·ăúĝݽÄ˧ĦÝăú-ĦÙÄē§Ł-§ú½-ÄùēòăŁùÄúĦ-·ăú½ÝĦÝăúĝ-ĻÝĦÙÝú-ĦÙÄ-Ýú½ĬĝĦĖŁ-ƦÝú-ĦÙÝĝ- ·ăúĦÄŀĦ-Ʃ-ĦÙÄ-;ĝ˧ÄòÝ-ÙÝÓÙƪĦÄ·Ù-Ýú½ĬĝĦĖŁƕ-ĻÙÝ·Ù-Ýĝ-ÙÝÓÙòŁ-·ăùēÄĦÝĦÝĺÄƧ-§ú½-ĦÙÄòăúÓƪĦÄĖù-ÝúĦÄĖÄĝĦĝăÒ-ĦÙÄ-1ĖăĬēƚ-ÙÄ-ĖÄĺÝÄĻ-·ăĺÄĖĝ-§òò- aspects of remuneration including salaries, fees, allowances, cash bonuses and share options.

ÙÄrÄùĬúÄ˧ĦÝăúăùùÝĦĦÄÄƴĝ-ĖÄ·ăùùÄú½§ĦÝăúĝ-§ĖÄĝĬ¶ùÝĦĦĽ-ÒăĖ-Äú½ăĖĝÄùÄúĦ-¶Ł-ĦÙÄ-ÄúĦÝĖÄă§Ė½ƕ-§ú½ƕ-ĻÙÄĖÄ-ĖÄĕĬÝĖĽ-Ĭú½ÄĖò§Ļƕ §ĖÄ-§òĝă-¶ĖăĬÓÙĦ-Ħă-ĦÙÄĝÙ§ĖÄÙăò½ÄĖĝƞ-§ēēĖăĺ§òƚ

Remuneration of independent directors is set according to the applicable laws and regulations and at a level commensurate with their ēĖÝăĖ-ÄŀēÄĖÝÄú·Ä-§ú½òÄĺÄòăÒ-ĖÄĝēăúĝݶÝòÝĦŁƕ-§ÒĦÄĖ-Ħ§ïÝúÓ-ÝúĦă-§··ăĬúĦ-Ýú½ĬĝĦĖŁ-¶Äú·Ùù§Ėïĝƚ-

The Company believes that the current remuneration of independent directors is at a level that will not compromise the independence of such directors.

;ĦĝÙăĬò½-¶ÄúăĦĽƕ-ĦÙ§Ħ-ĦÙÄ-ĦĻă-Văúƪ"ŀÄ·ĬĦÝĺÄ-ÝĖÄ·ĦăĖĝ-§ĖÄ-§òĝăĝÙ§ĖÄÙăò½ÄĖĝăÒ-ĦÙÄăùē§úŁ-ƦÙăò½ÝúÓ-¶ÄĦĻÄÄúŗǖ-Ħă-ŘǖăÒ-ĦÙÄ ăùē§úŁƞĝĝÙ§ĖÄĝħ·ÙƧƚ

0ĬĖĦÙÄĖ-ÝúÒăĖù§ĦÝăú-§¶ăĬĦ-ĦÙÄăùē§úŁƴĝ-·ĬĖĖÄúĦ-ĖÄùĬúÄ˧ĦÝăúēăòÝ·Łù§Ł-¶Ä-ÒăĬú½-Ýú-ĦÙÄăùē§úŁƴĝ-ŖŔŖŗúúĬ§òrÄēăĖĦƚ-

-

Principle 8: Disclosure of Remuneration

The remuneration (including performance cash-based incentives and non-cash option compensation) paid and accrued by us and our subsidiaries to each of our directors, our CEO and our top five (in terms of amount of remuneration) employees (not being directors) for services rendered to us in all capacities during 2024, were as follows:

Directors and the CEO:

Name Position Remuneration
(in S\$'000)
Breakdown between Fixed Income and
Performance Based Incentives
Fixed Income Cash Performance
Based Incentives
Options (Non-
Cash, Based on
Fair Value)
Mr. Daniel Benjamin
Glinert
Executive Director
and Chairman
287 100%
Ms. Varda Shine Lead Independent
Director
128 86% 14%
Mr. Avraham Eshed Non- Executive
Director
81 74% 26%
Mr. Uzi Levami Non-Executive
Director
120 82% 18%
Mr. Lim Yong Sheng Non- Executive
Director
75 77% 23%
Mr. Sin Boon Ann Non- Executive
Director
75 77% 23%
Ms. Neta Zruya
Hashai
Non- Executive
Director
89 81% 19%
Mr. David Block CEO 556 85% 12% 3%

Top Five Key Management Personnel (Corporate Vice Presidents):

Name Position Remuneration
(in Bands)
Breakdown between Fixed Income and
Performance Based Incentives
Fixed Income Cash Performance
Based Incentives
Options (Non-
Cash, Based on
Fair Value)
Mr. Roni Ben Ari Deputy CEO
and Executive
VP Product
Management
2 88% 10% 2%
Mr. Youval Zohar CFO 2 85% 11% 4%
Mr. Tzafrir
Engelhard
VP New Business
Development
2 90% 8% 2%
Mr. Abraham Kerner CTO 2 95% 3% 2%
Mr. Efi Goren VP Global
Operations
2 89% 6% 5%

Notes:

Band 1: remuneration of up to S\$ 250,000 per annum.
Band 2: remuneration of between S\$ 250,001 to S\$ 500,000 per annum.

Band 3: remuneration of between S\$ 500,001 to S\$ 750,000 per annum.

The aggregate remuneration paid to the top five key Management positions (and who are not directors or the CEO) for the year ended 31 December 2024 was \$ 2,280,000 (including the aggregate fair value of non-cash option compensation).

The Company's 2025 AGM will be requested to aprove an update to the remuneration of the CEO for the year 2025 and to grant him options under the 2025 Plan (upon and subject to the approval thereof by the 2025 EGM and by the Israeli Tax Authority).

Any future arrangements concerning the remuneration of our key executives shall be brought to the Remuneration Committee and Board of Directors.

;ú·ÄúĦÝĺÄƪ¶§ĝĽ-·ăùēÄúĝ§ĦÝăú-ĻÙÝ·Ù-ÝĝòÝúïĽ-Ħă-ĦÙÄăùē§úŁƞĝ-¶ĬĝÝúÄĝĝ-ĖÄĝĬòĦĝ-Ýĝ-¶§ĝĽăú-§Ĭ½ÝĦĽ-Ōú§ú·Ý§ò-ĖÄĝĬòĦĝ-§ú½ù§Ł-¶Ä ·ăĖĖÄ·ĦĽ-§ÒĦÄĖ-ĦÙÄ-Ò§·Ħ-Ʀ§ú½-½ĬòŁ-ĖÄÝù¶ĬĖĝĽ-¶Ł-ĦÙÄ-¶ÄúÄŌ·Ý§ĖŁƧƕ-ÝÒĝĬ¶ĝÄĕĬÄúĦ-§Ĭ½ÝĦĝ-Ōú½-ÄĖĖăĖĝ-ĻÙÝ·Ù-·§òò-ÒăĖ-ĖÄĝĦ§ĦÄùÄúĦĝăÒ- results.

ĬĖÝúÓ-ŖŔŖŘƕ-§òòĝÙ§ĖÄăēĦÝăúĝ-Ó˧úĦĽ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕřoò§ú-ĻÄĖÄ-Ó˧úĦĽ-§Ħ-ĦÙÄ-U§ĖïÄĦoĖÝ·Ä-Ʀ§ĝĝĬ·Ù-ĦÄĖù-Ýĝ-½ÄŌúĽ-Ýú-ĦÙÄ-ŖŔŕř- Plan). Further details with regard to the options granted by the Company may be found in the "Directors Report" section of the Annual Report.

During 2024 the Company had no employees who are substantial shareholders of the Company, or are immediate family members ăÒ-§-½ÝĖÄ·ĦăĖƕ-ĦÙÄ-"_ăĖ-§ĝĬ¶ĝĦ§úĦݧòĝÙ§ĖÄÙăò½ÄĖăÒ-ĦÙÄăùē§úŁƕ-§ú½-ĻÙăĝÄ-ĖÄùĬúÄ˧ĦÝăú-Äŀ·ÄĽĽyƺŕŔŔƕŔŔŔ-½ĬĖÝúÓ-ĦÙÄ-ŁÄ§Ėƚ

VăúÄăÒ-ĦÙÄăùē§úŁƞĝ-§ÓĖÄÄùÄúĦĝ-ĻÝĦÙ-ÝĦĝ-"ŀÄ·ĬĦÝĺÄ-ÝĖÄ·ĦăĖĝ-§ú½ƠăĖïÄŁ-ÄùēòăŁÄÄĝ-Ýú·òĬ½Ä-§úŁăĺÄĖòŁ-ÓÄúÄĖăĬĝ-ĦÄĖùÝú§ĦÝăúƪ ĖÄò§ĦĽ-·ò§ĬĝÄĝƚ-"ŀ·ÄēĦ-§ĝ-ĖÄĕĬÝĖĽ-¶Łò§Ļƕ-ĦÙÄăùē§úŁ-½ăÄĝúăĦ-Ó˧úĦăĺÄĖòŁòăúÓ-ĦÄĖùÝú§ĦÝăúúăĦÝ·ÄēÄĖÝă½ĝ-§ú½ƠăĖ-§úŁăĦÙÄĖ ĦÄĖùÝú§ĦÝăúƪĖÄò§ĦĽ-¶ÄúÄŌĦĝƚ-

None of the directors participate in decisions on their own remuneration.

Principle 9: Accountability and Audit, Risk Management and Internal Controls

ÙÄă§Ė½-Ýĝ-§··ăĬúĦ§¶òÄ-Ħă-ĦÙÄăùē§úŁƴĝĝÙ§ĖÄÙăò½ÄĖĝƚ-ÙÄă§Ė½ēĖăĺݽÄĝ-ĦÙÄĝÙ§ĖÄÙăò½ÄĖĝ-ĻÝĦÙēÄĖÝă½Ý·§òƕ-§ú½-Ħă-ĦÙÄ-ÄŀĦÄúĦ úÄ·Äĝĝ§ĖŁ-§ú½ƠăĖ-ĖÄĕĬÝĖĽ-Ʃ-ÝùùĽݧĦÄƕ-ĖÄēăĖĦĝ-ĻÝĦÙ-ĖÄӧ˽-Ħă-ĦÙÄ-¶ĬĝÝúÄĝĝƕ-Ōú§ú·Ý§ò-§ú½ăĦÙÄĖ-§ĝēÄ·ĦĝăÒ-ĦÙÄăùē§úŁƴĝ-§·ĦÝĺÝĦÝÄĝƚ

ÙÄă§Ė½-§·ïúăĻòĽÓÄĝ-ĦÙ§Ħ-ÝĦ-Ýĝ-ĖÄĝēăúĝݶòÄ-ÒăĖ-ĦÙÄ-ÓăĺÄĖú§ú·ÄăÒ-ĖÝĝïĝ-§ú½-ĦÙÄăĺÄ˧òò-ÝúĦÄĖú§ò-·ăúĦĖăò-Ò˧ùÄĻăĖï-¶ĬĦ-ĖÄ·ăÓúÝĝÄĝ- that no cost-effective internal control system will preclude all errors and irregularities, as a system is designed to manage rather ĦÙ§ú-ÄòÝùÝú§ĦÄ-ĦÙÄ-ĖÝĝïăÒ-Ò§ÝòĬĖÄ-Ħă-§·ÙÝÄĺÄ-¶ĬĝÝúÄĝĝă¶ìÄ·ĦÝĺÄĝ-§ú½-·§úēĖăĺݽÄăúòŁ-Ėħĝăú§¶òÄ-¶ĬĦúăĦ-§¶ĝăòĬĦÄ-§ĝĝĬ˧ú·Ä-§Ó§ÝúĝĦ- ĦÙÄă··ĬĖĖÄú·ÄăÒù§ĦÄĖݧò-ÄĖĖăĖĝăĖēăăĖìĬ½ÓÄùÄúĦ-Ýú-½Ä·ÝĝÝăúù§ïÝúÓƚ

ĝ- ĦÙÄ ăùē§úŁ- ½ăÄĝ úăĦ- Ù§ĺÄ- § rÝĝï- U§ú§ÓÄùÄúĦ ăùùÝĦĦÄÄƕ- ĦÙÄ ă§Ė½ƕ- Ĭ½ÝĦ ăùùÝĦĦÄÄ- §ú½- U§ú§ÓÄùÄúĦ- §ĝĝĬùÄ- ĦÙÄ- ĖÄĝēăúĝݶÝòÝĦŁ ăÒ- ĦÙÄ- ĖÝĝïù§ú§ÓÄùÄúĦ- ÒĬú·ĦÝăúƚ-U§ú§ÓÄùÄúĦ- ĖÄĺÝÄĻĝ- ĖÄÓĬò§ĖòŁ- ĦÙÄ- 1ĖăĬēƴĝ- ¶ĬĝÝúÄĝĝ- §ú½ ăēÄ˧ĦÝăú§ò- §·ĦÝĺÝĦÝÄĝ- Ħă-ݽÄúĦÝÒŁ-§ĖħĝăÒĝÝÓúÝŌ·§úĦ-ĖÝĝïĝ-§ĝ-ĻÄòò-§ĝ-§ēēĖăēĖݧĦÄùħĝĬĖÄĝ-Ħă-·ăúĦĖăò-§ú½ùÝĦÝÓ§ĦÄ-ĦÙÄĝÄ-ĖÝĝïĝƚ-U§ú§ÓÄùÄúĦ-ĖÄĺÝÄĻĝ-§òò- ĝÝÓúÝŌ·§úĦēăòÝ·ÝÄĝ-§ú½ēĖă·Ä½ĬĖÄĝ-§ú½-ÙÝÓÙòÝÓÙĦĝ-§òòĝÝÓúÝŌ·§úĦù§ĦĦÄĖĝ-Ħă-ĦÙÄă§Ė½-§ú½-ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄƚ

The Company also invests substantial efforts in maintaining and securing sustainable growth and operations, while serving the interests of its Shareholders. The Company integrates sustainability considerations into its strategy and its operations by actively ÄúÓ§ÓÝúÓ-ĻÝĦÙ-ĦÙÄòă·§ò-·ăùùĬúÝĦÝÄĝ-Ýú-ĻÙÝ·Ù-ÝĦăēÄ˧ĦÄĝƕ-Ħ§ïÝúÓ- ĖÄĝēăúĝݶÝòÝĦŁ- ÒăĖ- ĦÙÄòÝÒÄ-·Ł·òÄăÒ- ĦÙÄăùē§úŁƴĝēĖă½Ĭ·Ħĝ-§ú½- putting its people at the heart of its priorities.

ÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-§ú½-U§ú§ÓÄùÄúĦ-Ù§ĺÄù§ēēĽ-§ú½-§ú§òŁĝĽ-ĦÙÄ-1ĖăĬēƞĝ-ĖÝĝïĝ-§ú½-Ù§ĺÄ-·ăùēÝòĽ-§ù§ĦĖÝŀăÒ-ĖÝĝïĝēÄĖĦ§ÝúÝúÓ- Ħă- ĦÙÄ- 1ĖăĬēƴĝ- ¶ĬĝÝúÄĝĝ- §ú½ ēÄĖÒăĖù§ú·Äƕ- Ōú§ú·Ý§ò ù§ú§ÓÄùÄúĦƕ- ÝúÒăĖù§ĦÝăú- ĦÄ·ÙúăòăÓŁ- Ʀ;Ƨ- ·Ł¶ÄĖƪĝÄ·ĬĖÝĦŁ- §ú½- ĖÄÓĬò§ĦăĖŁ- compliance issues, delineating the severity of their potential negative impairment to the Group and their probability of being ĖħòÝĝĽƚ- ÙĬĝƕ- §- ·ăùēĖÄÙÄúĝÝĺÄ- ĻÄÝÓÙĦĽ ēĖÝăĖÝĦÝĝĽ- ĖÝĝï- Ò§·ĦăĖ òÝĝĦ- Ù§ĝ- ¶ÄÄú- ½ÄĖÝĺĽƚ- ÙÄ- Ĭ½ÝĦ ăùùÝĦĦÄÄ- Ù§ĝ- ĖÄĺÝÄĻĽ- ĦÙÄ- ăùē§úŁƴĝ- ÝúĦÄĖú§ò- ·ăúĦĖăòĝ- §ú½- ĦÙÄÝĖ- §½ÄĕĬ§·Ł- §Ħ- §½½ĖÄĝĝÝúÓ- ĦÙÄ- §ÒăĖÄùÄúĦÝăúĽ- ĖÝĝïĝ- Ýú- ÓÄúÄ˧òƚ- ÙÄ- Ĭ½ÝĦ ăùùÝĦĦÄÄ- Ù§ĝ- ÄúÓ§ÓĽ-ĦÙÄĝÄĖĺÝ·ÄĝăÒ-ĦÙÄ-;úĦÄĖú§ò-Ĭ½ÝĦăĖ-ÒăĖ-Ýúƪ½ÄēĦÙ-§ú§òŁĝÄĝăÒïÄŁ-ÝĝĝĬÄĝăú-§-ĖăĬĦÝúÄ-¶§ĝÝĝƚ-

yÝú·Äŕŗ-VăĺÄù¶ÄĖ-ŖŔŕŜ-ĦÙÄăùē§úŁ-Ù§ĝ-·ăùùÄú·Ä½-ĖÄòħĝÝúÓ-§úúĬ§òyĬĝĦ§Ýú§¶ÝòÝĦŁrÄēăĖĦĝ-ƦúăĻïúăĻú-§ĝ-"y1-ĖÄēăĖĦĝƧƚ-ÙÄ- ăùē§úŁƴĝùăĝĦ-ĖÄ·ÄúĦ-"y1rÄēăĖĦϧĝ-ĖÄòħĝĽăúŗŔēĖÝò-ŖŔŖŘ-§ú½-ĦÙÄ-·ĬĖĖÄúĦ-"y1rÄēăĖĦ-Ýĝ-Ýú·òĬ½Ä½-Ýú-ĦÙÝĝúúĬ§òrÄēăĖĦƚ-

ÙÄă§Ė½-Ħ§ïÄĝ-§½ÄĕĬ§ĦÄĝĦÄēĝ-Ħă-ÄúĝĬĖÄ-·ăùēòݧú·Ä-ĻÝĦÙòÄÓÝĝò§ĦÝĺÄ-§ú½-ĖÄÓĬò§ĦăĖŁ-ĖÄĕĬÝĖÄùÄúĦĝƕ-Ýú·òĬ½ÝúÓ-ĖÄĕĬÝĖÄùÄúĦĝ-Ĭú½ÄĖ ĦÙÄòÝĝĦÝúÓ-ĖĬòÄĝăÒ-ĦÙÄĝÄ·ĬĖÝĦÝÄĝ-Äŀ·Ù§úÓÄƚ

ÙÄ- U§ú§ÓÄùÄúĦ ēĖăĺݽÄĝ- ĦÙÄ ă§Ė½- ĻÝĦÙ ù§ú§ÓÄùÄúĦ- §··ăĬúĦĝ- ĖÄӧ˽ÝúÓ- ĦÙÄ ăùē§úŁƞĝ ēÄĖÒăĖù§ú·Äƚ yĬ·Ù- §··ăĬúĦĝ- §ĖÄ- ēĖăĺݽĽăú-§ēÄĖÝă½Ý·§ò-¶§ĝÝĝ-Ʀ§ú½-ĻÙÄúúÄĽĽƪ-§ĝϧĖ˧úĦĽ-¶Ł-ĦÙÄ-·ÝĖ·ĬùĝĦ§ú·ÄĝƧƕ-Ħă-Äú§¶òÄ-ĦÙÄă§Ė½-Ħăù§ïÄ-§-¶§ò§ú·Ä½-§ú½- ÝúÒăĖùĽ-§ĝĝÄĝĝùÄúĦăÒ-ĦÙÄăùē§úŁƞĝēÄĖÒăĖù§ú·ÄƕēăĝÝĦÝăú-§ú½ēĖăĝēÄ·Ħĝƚ

ÙÄ ă§Ė½ƕ- ĻÝĦÙ- ĦÙÄ- §ĝĝÝĝĦ§ú·Ä ăÒ- ĦÙÄ- Ĭ½ÝĦ ăùùÝĦĦÄÄƕ- ĖÄĺÝÄĻĝƕ ăú- §ú ăúÓăÝúÓ- ¶§ĝÝĝ- §ú½- §Ħ òħĝĦ- §úúĬ§òòŁƕ- ĦÙÄ- §½ÄĕĬ§·Ł- §ú½- ÄÒÒÄ·ĦÝĺÄúÄĝĝăÒ-ĦÙÄăùē§úŁƴĝ-ĖÝĝïù§ú§ÓÄùÄúĦ-§ú½-ÝúĦÄĖú§ò-·ăúĦĖăòĝŁĝĦÄùĝƚ

ÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-§ú½ă§Ė½-§ĖÄăÒ-ĦÙÄăēÝúÝăúƕ-Ĭēăú-·ăúĝĬòĦ§ĦÝăú-ĻÝĦÙ-ĦÙÄăùē§úŁƴĝ-"_ƕ-ĦÙÄăùē§úŁƴĝ-0_ƕ-ĦÙÄăùē§úŁƞĝ- "ŀĦÄĖú§ò- Ĭ½ÝĦăĖĝ- §ú½- ĦÙÄ- ;úĦÄĖú§ò- Ĭ½ÝĦăĖ ăÒ- ĦÙÄ ăùē§úŁ- §ú½- §ÒĦÄĖ- ĖÄ·ÄÝĺÝúÓ- §ĝĝĬ˧ú·Ä- ÒĖăù- ĦÙÄ ăùē§úŁƴĝ- "_- §ú½- ĦÙÄ- Company's CFO, that:

  • (a) the Company's financial records have been properly maintained and the financial statements give a true and fair view of the ăùē§úŁƞĝăēÄ˧ĦÝăúĝ-§ú½-ÒÝú§ú·ÄĝƟ-§ú½
  • Ʀ¶Ƨ- ĦÙÄ-ÝúĦÄĖú§ò-·ăúĦĖăòēĖă·Ä½ĬĖÄĝ-§ú½-ĖÝĝïù§ú§ÓÄùÄúĦăÒ-ĦÙÄ-1ĖăĬē-§ĖÄ-§½ÄĕĬ§ĦÄ-ƦÝú-ĦÙÝĝ-ĖÄӧ˽-ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-§ú½-ĦÙÄ- ă§Ė½-Ù§ĺÄ-§òĝă-ĖÄ·ÄÝĺĽ-§ĝĝĬ˧ú·Äĝ-ÒăĖùïÄŁù§ú§ÓÄùÄúĦēÄĖĝăúúÄò-§ú½ăĦÙÄĖĝÄĖĺÝ·ÄēĖăĺݽÄĖĝƧƚ-

ÙÄă§Ė½-Ù§ĝ-ĖÄ·ÄÝĺĽ-§ĝĝĬ˧ú·Ä-ÒĖăùƔ-Ʀ§Ƨ-ĦÙÄ-"_-§ú½-ĦÙÄ-0_-ĦÙ§Ħ-ĦÙÄ-Ōú§ú·Ý§ò-ĖÄ·ă˽ĝ-Ù§ĺÄ-¶ÄÄúēĖăēÄĖòŁù§ÝúĦ§ÝúĽ-§ú½-ĦÙÄ Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-ÓÝĺÄ-§-ĦĖĬÄ-§ú½-Ò§ÝĖĺÝÄĻăÒ-ĦÙÄ-·ăùē§úŁƞĝăēÄ˧ĦÝăúĝ-§ú½-Ōú§ú·ÄĝƟ-§ú½-Ʀ¶Ƨ-ĦÙÄ-"_-§ú½ăĦÙÄĖïÄŁù§ú§ÓÄùÄúĦ- ēÄĖĝăúúÄò-ĻÙă-§ĖÄ-ĖÄĝēăúĝݶòÄƕ-ĖÄӧ˽ÝúÓ-ĦÙÄ-§½ÄĕĬ§·Ł-§ú½-ÄÒÒÄ·ĦÝĺÄúÄĝĝăÒ-ĦÙÄ-·ăùē§úŁƞĝ-ĖÝĝïù§ú§ÓÄùÄúĦ-§ú½-ÝúĦÄĖú§ò-·ăúĦĖăò- systems.

The Company has also adopted a Whistleblower Policy, according to which:

  • ࡛ Allegations of suspected fraudulent, wrong or improper conduct by the Company's personnel are to be reported to the Company's CEO and/or to the Chairperson of the Audit Committee and/or to the Lead Independent Director and/or the Chairperson of the Board, as applicable.
  • ࡛ ăúŌ½ÄúĦݧòÝĦŁăÒ- ĦÙÄ-ĻÙÝĝĦòĶòăĻÄĖƴĝ-ݽÄúĦÝĦŁƕ- ĦÙÄú§ĦĬĖÄăÒ- ĦÙÄ- ĖÄēăĖĦƕ- §ú½- ĦÙÄ ĝĬĝēÄ·ĦĽēÄĖĝăúƴĝ-ݽÄúĦÝĦŁ-Ýĝ- Ħă-¶Ä ĝĦĖÝ·ĦòŁ- maintained by all parties investigating such complaints, unless: (i) the CEO, or the Chairperson of the Audit Committee and/or the Lead Independent Director and/or the Chairperson of the Board, or such other entity actually handling the investigation, is ăÒ-ĦÙÄăēÝúÝăú-ĦÙ§Ħ-ĦÙÄ-ݽÄúĦÝĦŁăÒ-ĦÙÄ-ĻÙÝĝĦòĶòăĻÄĖ-Ýĝù§ĦÄĖݧò-Ħă-ĦÙÄ-·ăú½Ĭ·ĦăÒ-§úŁ-ÝúĺÄĝĦÝÓ§ĦÝăúƟăĖ-ƦÝÝƧ-ÝĦ-Ýĝ-ĖÄĕĬÝĖĽ-¶Łò§Ļƕ- by the order or directive of a court of law or other regulatory authority that the identity of the whistleblower shall be revealed.
  • ࡛ Vă-§½ĺÄĖĝÄēÄĖĝăú§ò-§·ĦÝăú-ĻÝòò-¶Ä-Ħ§ïÄú-§Ó§ÝúĝĦ-§-ĻÙÝĝĦòĶòăĻÄĖ-ƦÄĝēķݧòòŁ-§Ó§ÝúĝĦ-§ú-ÄùēòăŁÄÄăÒ-ĦÙÄăùē§úŁ-Ýú·òĬ½ÝúÓ- management members), nor will retaliation against such person be tolerated, for the disclosure of information the whistleblower made in good faith.
  • ࡛ Vă-½ÝĖÄ·ĦăĖƕù§ú§ÓÄĖƕăĖ-§úŁăĦÙÄĖ-ÄùēòăŁÄÄ-ĻÝĦÙ-§ĬĦÙăĖÝĦŁ-Ħăù§ïÄăĖù§ĦÄĖݧòòŁ-ÝúōĬÄú·ÄĝÝÓúÝŌ·§úĦēÄĖĝăúúÄò-½Ä·ÝĝÝăúĝĝÙ§òò Ħ§ïÄ-§úŁ-§½ĺÄĖĝÄēÄĖĝăúúÄò-§·ĦÝăú-§Ó§ÝúĝĦ-§ú-ÄùēòăŁÄÄ-ÒăĖ-½Ýĝ·òăĝÝúÓ-Ýú-Óăă½-Ò§ÝĦÙ-§òòÄÓĽ-ĻĖăúÓÒĬò-·ăú½Ĭ·ĦăĖ-ÝùēĖăēĖÝÄĦÝÄĝƚ- Any employee found to have so violated this procedure shall be disciplined, up to and including termination of employment. For the avoidance of any doubt, an adverse personnel action shall include, inter alia, demotion, denial and/or suspension of ēĖăùăĦÝăúƕ ăĖÓ§úÝĝ§ĦÝăú ăÒ- §ú½ƠăĖ ĝăòÝ·ÝĦ§ĦÝăú- Ħă ē§ĖĦÝ·Ýē§ĦÄ- Ýú- §- ¶ăŁ·ăĦĦ- §Ó§ÝúĝĦ- ĦÙÄ- ÄùēòăŁÄÄƕ ēĖÄĺÄúĦÝăú ăÒ- §úŁ- ¶ÄúÄŌĦ- and/or improvement in employment terms generally granted to the Company's employees, suspension, forced vacation and termination of employment.
  • ࡛ ÙÄ-ĦÄĖùĝăÒ-ĦÙÄ-ÙÝĝĦòĶòăĻÄĖĝƞoăòÝ·Ł-½ăúăĦ-½ÄĖăÓ§ĦÄ-Ýú-§úŁϧŁ-ÒĖăù-ĦÙÄēĖăĺÝĝÝăúĝăÒ-ĦÙÄ-;ĝ˧ÄòÝoĖăĦÄ·ĦÝăúăú-"ùēòăŁÄÄĝ- (uncovering of offences unethical conduct and improper administration) Law, 1997.
  • ࡛ The Audit Committee has the responsibility to oversee, document and investigate all Whistleblower allegations reported to the Committee or its Chairperson.
  • ࡛ Ħ-ĦÙÄ-·ăú·òĬĝÝăúăÒ-§ú-ÝúĺÄĝĦÝÓ§ĦÝăú-ÝúÝĦݧĦĽ-¶§ĝĽăú-§-ĻÙÝĝĦòĶòăĻÄĖƞĝ-·ăùēò§ÝúĦƕ-§-ĻĖÝĦĦÄú-ĖÄēăĖĦĝÙ§òò-¶ÄēĖÄĝÄúĦĽ-Ħă-ĦÙÄ- Audit Committee, or to the Board of Directors in the event that the suspected party(ies) is the CEO or a member of the Audit Committee.

Principles 10: Audit Committee

The Audit Committee comprises four directors, all of whom are independent. As at the date of this Report, the Audit Committee members are:

Ms. Neta Zruya-Hahsai (Chairperson, Independent Director)
Mr. Lim Yong Sheng (Independent Director)
Ms. Varda Shine (Lead Independent Director)
Mr. Sin Boon Ann (Independent Director)

ÙÄ ùÄù¶ÄĖĝ ăÒ ăĬĖ- Ĭ½ÝĦ ăùùÝĦĦÄÄ ēăĝĝÄĝĝ ĺ§ĝĦ- §ú½- ½ÝĺÄĖĝÄ- §··ăĬúĦÝúÓƕ- Ōú§ú·Ý§òƕ- ·ăùùÄĖ·Ý§ò- §ú½ òÄÓ§ò- ÄŀēÄĖĦÝĝÄ- §ú½- ÄŀēÄĖÝÄú·Äƚ- ÙÄ- Ù§ÝĖēÄĖĝăú ăÒ- ĦÙÄ- Ĭ½ÝĦ ăùùÝĦĦÄÄƕ-Uĝƚ- VÄĦ§- ¢ĖĬ٧ƪ7§ĝÙ§Ý ĝÄĖĺĽ- §ĝ- §ú- Ĭ½ÝĦ o§ĖĦúÄĖ- §Ħ oĖÝ·Ä-§ĦÄĖÙăĬĝÄ- ăăēÄĖĝ-ƦoƧ-;ĝ˧Äòƕ-·ăùùÄú·ÝúÓ-ÒĖăù-ŖŔŔŔ-ĦÙĖăĬÓÙ-ŖŔŖŔƕăÒ-ĻÙÝ·ÙăĺÄĖś-ŁÄ§Ėĝ-§ĝ-§ē§ĖĦúÄĖƕ-§ú½-§Ĭ½ÝĦĽ-ŌĖùĝ-ÒĖăùĺ§ĖÝăĬĝ- ĝÄ·ĦăĖĝ-Ʀ¶ÝăĦÄ·Ù-§ú½òÝÒÄĝ·ÝÄú·Äĝƕ-Ýú½ĬĝĦĖݧòƕ-ĖÄĦ§Ýòƕ-Ōú§ú·Ä-§ú½-Ùăò½ÝúÓ-·ăùē§úÝÄĝƧ-Ýú-§··ă˽§ú·Ä-ĻÝĦÙ-;0ryƕy-1o-§ú½y-Ơ- Israel SOX standards (Price Waterhouse Coopers (PWC) Israel did not provide any audit services to the Company since its listing). She holds a BA in Accounting and Communications and an MBA in Finance Management, both from Tel Aviv University, and is a ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦ-Ʀ;ĝ˧ÄòƧƚ-UĖƚ-MÝùăúÓyÙÄúÓ-Ýĝ-ĦÙÄ-1ĖăĬē-ÙÝÄÒ-"ŀÄ·ĬĦÝĺÄ-_ÒŌ·ÄĖăÒyK-IÄĻÄòòÄĖŁ-1ĖăĬē-MĦ½ƚƕ-§òħ½ÝúÓ- Singaporean retail jewellery chain with over 60 branches across Singapore, China, Malaysia and Thailand (SK Jewellery Group Ltd. ϧĝòÝĝĦĽăú-ĦÙÄy1-U§Ýúă§Ė½-ĬúĦÝò-ŖŔŖŔƧƚ-Uĝƚ-§Ė½§yÙÝúÄ-Ù§ĝăĺÄĖŗŔ-ŁÄ§ĖĝăÒ-ÄŀēÄĖÝÄú·Ä-Ýú-ĦÙÄēĖă½Ĭ·ĦÝăú-§ú½-ĻÙăòÄĝ§òÄ- trade of rough diamonds, as well as in the retail trade of polished diamonds and has been an Independent Director of the Group since 2017 and Mr. Sin Boon Ann retired in 2018 from Drew & Napier LLC, after more than 25 years. Prior to his retirement in 2018, ÙÄϧĝ-ĦÙÄ-ÄēĬĦŁ-U§ú§ÓÝúÓ-ÝĖÄ·ĦăĖăÒ-ĦÙÄăĖēă˧ĦÄǡ-0Ýú§ú·Ä-Äē§ĖĦùÄúĦ-§ú½-ĦÙÄăƪÙħ½ăÒ-ĦÙÄ-§ēÝĦ§ò-U§ĖïÄĦĝo˧·ĦÝ·Ä-Ýú- Drew & Napier LLC.

0ĬĖĦÙÄĖ-½ÄĦ§Ýòĝ-ĻÝĦÙ- ĖÄӧ˽- Ħă-ÄŀēÄĖĦÝĝÄ-§ú½-ÄŀēÄĖÝÄú·ÄăÒ- ĦÙÄùÄù¶ÄĖĝăÒăĬĖ-Ĭ½ÝĦăùùÝĦĦÄÄù§Ł-¶Ä- ÒăĬú½-Ýú- ĦÙÄ- Ʊă§Ė½ăÒ- ÝĖÄ·ĦăĖĝƲĝÄ·ĦÝăúăÒ-ĦÙÄúúĬ§òrÄēăĖĦƚ

_ĬĖ-Ĭ½ÝĦăùùÝĦĦÄÄ-§ĝĝÝĝĦĝăĬĖă§Ė½-Ýú-½Ýĝ·Ù§ĖÓÝúÓ-ÝĦĝ- ĖÄĝēăúĝݶÝòÝĦŁ- Ħă ĝ§ÒÄÓĬ§Ė½ăĬĖ- §ĝĝÄĦĝƕù§ÝúĦ§Ýú- §½ÄĕĬ§ĦÄ- §··ăĬúĦÝúÓ- records and develop and maintain effective systems of internal control, with the overall objective of ensuring that our Management creates and maintains an effective control environment in our Company, in consultation with the Internal Auditor. Under its terms ăÒ- ĖÄÒÄĖÄú·Äƕ ăĬĖ- Ĭ½ÝĦ ăùùÝĦĦÄÄù§Ł ĝÄÄï- §úŁ- ÝúÒăĖù§ĦÝăú- ÝĦ- ĖÄĕĬÝĖÄĝ- ÒĖăù- §úŁ- ÄùēòăŁÄÄƕ- §ú½- §òò- ÄùēòăŁÄÄĝ- §ĖÄ- ½ÝĖÄ·ĦĽ- Ħă- ·ăƪăēÄ˧ĦÄ-ĻÝĦÙ-§úŁ- ĖÄĕĬÄĝĦĝù§½Ä-¶ŁăĬĖ-Ĭ½ÝĦăùùÝĦĦÄÄƚ-_ĬĖ-Ĭ½ÝĦăùùÝĦĦÄÄ- §òĝăēĖăĺݽÄĝ- §- ·Ù§úúÄòăÒ- ·ăùùĬúÝ·§ĦÝăúĝ- ¶ÄĦĻÄÄúăĬĖă§Ė½ƕăĬĖ-U§ú§ÓÄùÄúĦ-§ú½ăĬĖ-;úĦÄĖú§ò-§ú½-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝăúù§ĦĦÄĖĝ-ĖÄò§ĦÝúÓ-Ħă-§Ĭ½ÝĦƚ

The Audit Committee meets periodically and performs the following functions:

  • (a) reviews the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of ĦÙÄăùē§úŁ-§ú½-§úŁ-§úúăĬú·ÄùÄúĦĝ-ĖÄò§ĦÝúÓ-Ħă-ĦÙÄăùē§úŁƞĝ-ÒÝú§ú·Ý§òēÄĖÒăĖù§ú·Äƚ
  • Ʀ¶Ƨ- ĖÄĺÝÄĻĝ-§ĦòħĝĦ-§úúĬ§òòŁ-ĦÙÄ-§½ÄĕĬ§·Ł-§ú½-ÄÒÒÄ·ĦÝĺÄúÄĝĝăÒ-ĦÙÄăùē§úŁƞĝ-ÝúĦÄĖú§ò-·ăúĦĖăòĝ-§ú½-ĖÝĝïù§ú§ÓÄùÄúĦĝŁĝĦÄùĝƟ-
  • (c) reviews the assurance from the CEO and the CFO on the financial records and financial statements;

  • Ʀ½Ƨ- ù§ïÄĝ-ĖÄ·ăùùÄú½§ĦÝăúĝ-Ħă-ĦÙÄă§Ė½ăúƔ-ƦÝƧ-ĦÙÄēĖăēăĝ§òĝ-Ħă-ĦÙÄĝÙ§ĖÄÙăò½ÄĖĝăú-ĦÙÄ-§ēēăÝúĦùÄúĦ-§ú½-ĖÄùăĺ§òăÒ-ÄŀĦÄĖú§ò- §Ĭ½ÝĦăĖĝƟ-§ú½-ƦÝÝƧ-ĦÙÄ-ĖÄùĬúÄ˧ĦÝăú-§ú½-ĦÄĖùĝăÒ-ÄúÓ§ÓÄùÄúĦăÒ-ĦÙÄ-ÄŀĦÄĖú§ò-§Ĭ½ÝĦăĖĝƟ-

  • ƦÄƧ-- ĖÄĺÝÄĻĝ- ĦÙÄ- §½ÄĕĬ§·Łƕ- ÄÒÒÄ·ĦÝĺÄúÄĝĝƕ-Ýú½ÄēÄú½Äú·Äƕ ĝ·ăēÄ- §ú½- ĖÄĝĬòĦĝăÒ- ĦÙÄ- ÄŀĦÄĖú§ò- §Ĭ½ÝĦ- §ú½- ĦÙÄ ăùē§úŁƴĝ-ÝúĦÄĖú§ò- audit function; and
  • (f) reviews the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on.

§ĝĽăú-ĦÙÄ-ĖÄĺÝÄĻăÒ-ĦÙÄ-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝƴ-·ĖĽÄúĦݧòĝ-§ú½-ĦÙÄÝĖ-ĖÄÓÝĝĦ˧ĦÝăú-ĻÝĦÙ-§ú½-ĖÄēăĖĦÝúÓ-Ħă-ĦÙÄoĬ¶òÝ·ăùē§úŁ-··ăĬúĦÝúÓ- Oversight Board (PCAOB), a member of the International Forum of Independent Audit Regulators, independent of the accounting ēĖăÒÄĝĝÝăú-§ú½-½ÝĖÄ·ĦòŁ-ĖÄĝēăúĝݶòÄ-ÒăĖ-ĦÙÄĝŁĝĦÄùăÒ-ĖÄ·ĬĖĖÝúÓ-ÝúĝēÄ·ĦÝăúăÒ-§··ăĬúĦÝúÓ-ŌĖùĝƕ-ĦÙÄă§Ė½-§ú½-ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ- Ù§ĺÄ-·ăúŌĖùĽ-ĦÙÄ-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝƴĝĬÝĦ§¶ÝòÝĦŁ-§ú½-ĦÙÄÝĖ-§¶ÝòÝĦŁ-ĦăùÄÄĦ-ĦÙÄÝĖ-§Ĭ½ÝĦă¶òÝÓ§ĦÝăúĝƚ-ÙÄă§Ė½-§ú½-ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ- ÒĬĖĦÙÄĖĝ§ĦÝĝŌĽ-ĦÙÄùĝÄòĺÄĝ-ĦÙ§Ħ-ĦÙÄ-ÄŀĦÄĖú§ò-§Ĭ½ÝĦ-ŌĖùĝēăĝĝÄĝĝ-ĦÙÄ-§½ÄĕĬ§ĦÄ-ĖÄĝăĬĖ·Äĝƕ-ÄŀēÄĖÝÄú·Ä-§ú½-ÄŀēÄĖĦÝĝÄ-§ú½-ĦÙ§Ħ-ĦÙÄ §Ĭ½ÝĦ-ÄúÓ§ÓÄùÄúĦē§ĖĦúÄĖĝ-§ú½-ĦÙÄĝĬēÄĖĺÝĝăĖŁ-§ú½ēĖăÒÄĝĝÝăú§òĝĦ§ÒÒ-§ĝĝÝÓúĽ-Ħă-ĦÙÄē§ĖĦÝ·Ĭò§Ė-§Ĭ½ÝĦēăĝĝÄĝĝ-ĦÙÄúÄ·Äĝĝ§ĖŁĝïÝòòĝ- §ú½-ÄŀēÄĖÝÄú·Ä-ĖÄĕĬÝĖĽ-ÒăĖĝĬ·Ù-Ħ§ĝïƚ

ē§ĖĦ- ÒĖăù- ĦÙÄ- ½ĬĦÝÄĝ òÝĝĦĽ- §¶ăĺÄƕ ăĬĖ- Ĭ½ÝĦ ăùùÝĦĦÄÄ- ·ăùùĬúÝ·§ĦÄĝ- §ú½- ĖÄĺÝÄĻĝ- ĦÙÄ- Ōú½ÝúÓĝ ăÒ- ÝúĦÄĖú§ò- ÝúĺÄĝĦÝÓ§ĦÝăú- ÝúĦă- matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any law, rule or regulation ĻÙÝ·Ù-Ù§ĝƕăĖ-ÝĝòÝïÄòŁ-Ħă-Ù§ĺÄƕ-§ù§ĦÄĖݧò-Ýùē§·ĦăúăĬĖăùē§úŁƞĝăēÄ˧ĦÝúÓ-ĬúÝĦĝ-§ú½ƠăĖ-Ōú§ú·Ý§òēăĝÝĦÝăúƚ--

The Audit Committee has the authority to investigate any matters within its terms of reference and the discretion to invite any director to attend its meetings. The Management fully cooperates with the Audit Committee and provides it with resources to enable it to discharge its functions properly.

ÙÄ- Ĭ½ÝĦ ăùùÝĦĦÄÄ ùÄÄĦĝ- ĻÝĦÙ- ĦÙÄ- ;úĦÄĖú§ò- §ú½- "ŀĦÄĖú§ò- Ĭ½ÝĦăĖĝ ĝÄĺÄ˧ò- ĦÝùÄĝ- §úúĬ§òòŁ- Ħă- ĖÄĺÝÄĻ- ĦÙÄ- §½ÄĕĬ§·Ł ăÒ- §Ĭ½ÝĦ- §Ė˧úÓÄùÄúĦĝƕ- ĻÝĦÙ ē§ĖĦÝ·Ĭò§Ė- ÄùēÙ§ĝÝĝ ăú- ĦÙÄ ĝ·ăēÄ- §ú½ ĕĬ§òÝĦŁ ăÒ- ĦÙÄÝĖ- §Ĭ½ÝĦĝƕ- §ú½- ĦÙÄ- Ýú½ÄēÄú½Äú·Ä- §ú½ ă¶ìÄ·ĦÝĺÝĦŁ ăÒ- ĦÙÄ- ;úĦÄĖú§ò-§ú½-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝƚ-ÙÄĖÄúÄ·Äĝĝ§ĖŁƕ-ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄùÄÄĦĝ-ĻÝĦÙ-ĦÙÄ-"ŀĦÄĖú§ò-§ú½ƠăĖ-ĦÙÄ-;úĦÄĖú§ò-Ĭ½ÝĦăĖĝ-ĻÝĦÙăĬĦ- the presence of Management.

ÙÄăùē§úŁĝĬēēăĖĦĝ-ĻÙÝĝĦòÄ-¶òăĻÝúÓƚ-"ùēòăŁÄÄĝù§Ł-˧ÝĝÄ-·ăú·ÄĖúĝ-§¶ăĬĦēăĝĝݶòÄ-ÝùēĖăēĖÝÄĦÝÄĝ-Ýú-Ōú§ú·Ý§ò-ĖÄēăĖĦÝúÓăĖăĦÙÄĖ ù§ĦĦÄĖĝƚēăú-ĖÄ·ÄÝēĦăÒ-§-·ăú·ÄĖúƕ-Ýú½ÄēÄú½ÄúĦ-ÝúĺÄĝĦÝÓ§ĦÝăú-§ú½-§ēēĖăēĖݧĦÄ-ÒăòòăĻ-Ĭē-§·ĦÝăú-ĻÝòò-¶Ä-Ħ§ïÄúƚyă-Ò§Ėúăù§ĦĦÄĖĝ-ĻÄĖÄ- raised by whistle blowers.

Based on the recommendations of the Audit Committee, the Board of Directors appointed, in August 2009, Mr. Doron Cohen, CPA, ;ƕăÒ-0§Ùú-K§úúÄăúĦĖăò-U§ú§ÓÄùÄúĦƕ-MĦ½ƚƕĝĬ¶ĝÝ½Ý§ĖŁăÒ-0§Ùú-K§úúÄ-§ú½ăƚƕ-ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ-Ʀ;ĝĖƚƧ-ƦùÄù¶ÄĖ-ŌĖù- ăÒ-1˧úĦ-ÙăĖúĦăú-;úĦÄĖú§ĦÝăú§òƧ-Ʃ-§-ĖÄēĬĦ§¶òÄ-§Ĭ½ÝĦÝúÓ-ŌĖùƕ-§ĝ-ĦÙÄ-;úĦÄĖú§ò-Ĭ½ÝĦăĖăÒ-ĦÙÄăùē§úŁƚ-ÙÄ-;úĦÄĖú§ò-Ĭ½ÝĦăĖ-·§ĖĖÝÄĝ- out his functions according to the standards set by internationally recognised professional bodies. The role of the Internal Auditor Ýĝ- Ħă- Ýú½ÄēÄú½ÄúĦòŁ- Äŀ§ùÝúÄƕ- §ùăúÓ ăĦÙÄĖ- ĦÙÝúÓĝƕ-ĻÙÄĦÙÄĖ ăĬĖ- §·ĦÝĺÝĦÝÄĝ- ·ăùēòŁ-ĻÝĦÙ- ĦÙÄ ò§Ļ- §ú½ ă˽ÄĖòŁ- ¶ĬĝÝúÄĝĝ ēĖă·Ä½ĬĖÄĝƚ- _ĬĖ-;úĦÄĖú§ò-Ĭ½ÝĦăĖĝĬ¶ùÝĦĝ-ÙÝĝ-ĻăĖïēò§úĝ- Ħă- ĦÙÄēĖÝăĖ-§ēēĖăĺ§òăÒ-ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-§ú½ēĖÄĝÄúĦĝ-ÙÝĝ-Ōú½ÝúÓĝ-Ħă-ĦÙÄ-Ĭ½ÝĦ Committee and to the Board of Directors. The Internal Auditor reports to the Chairman of the Audit Committee and the Chief "ŀÄ·ĬĦÝĺÄ-_ÒŌ·ÄĖăÒ-ĦÙÄăùē§úŁƚ-··ă˽ÝúÓ-Ħă-;ĝ˧ÄòÝò§Ļƕ-ĦÙÄă§Ė½-§ēēăÝúĦĝ-§ú½-ĖÄùăĺÄĝ-ĦÙÄ-;úĦÄĖú§ò-Ĭ½ÝĦăĖƕ-¶§ĝĽăú-ĦÙÄ-Ĭ½ÝĦ- ăùùÝĦĦÄÄƞĝ- ĖÄ·ăùùÄú½§ĦÝăúĝƚ-ÙÄ-;úĦÄĖú§ò-Ĭ½ÝĦăĖƞĝ- ·ăùēÄúĝ§ĦÝăú- Ýĝ ĝÄĦ- ¶Ł- ĦÙÄ-Ĭ½ÝĦ ăùùÝĦĦÄÄƚ-ÙÄ ăùē§úŁ- ·ăăēÄ˧ĦÄĝ- fully with the Internal Auditor in terms of allowing access to documents and information and the Internal Auditor has unfettered §··Äĝĝ-Ħă-§òò-ĦÙÄăùē§úŁƞĝ-½ă·ĬùÄúĦĝƕ-ĖÄ·ă˽ĝƕēĖăēÄĖĦÝÄĝ-§ú½ēÄĖĝăúúÄòƕ-Ýú·òĬ½ÝúÓ-§··Äĝĝ-Ħă-ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄƚ

ÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-ĖÄĺÝÄĻĝ-§úúĬ§òòŁ-ĦÙÄ-§½ÄĕĬ§·Ł-§ú½-ÄÒÒÄ·ĦÝĺÄúÄĝĝăÒ-ĦÙÄ-ÝúĦÄĖú§ò-§Ĭ½ÝĦ-ÒĬú·ĦÝăú-§ú½-ÝĝăÒ-ĦÙÄăēÝúÝăú-ĦÙ§Ħ-ĦÙÄ- ÝúĦÄĖú§ò-§Ĭ½ÝĦ-ÒĬú·ĦÝăú-Ýĝ-Ýú½ÄēÄú½ÄúĦƕ-ÄÒÒÄ·ĦÝĺÄ-§ú½-§½ÄĕĬ§ĦÄòŁ-ĖÄĝăĬ˷Ľƚ

ÙÄ-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝăÒ- ĦÙÄ-1ĖăĬē-§ĖÄyăùÄïÙ-Ù§ÝïÝú-ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ-Ʀ;ĝĖƚƧƕùÄù¶ÄĖ-ŌĖùăÒ-KoU1-;úĦÄĖú§ĦÝăú§ò- Ʀē§ĖĦúÄĖ-Ýú- ·Ù§ĖÓÄƕ-1ĬŁú§ĺÝƕ- §ēēăÝúĦĽ-ĻÝĦÙ- ÄÒÒÄ·Ħ ŕ- I§úĬ§ĖŁ-ŖŔŕŝ- §ú½- ĖÄēò§·Ä½- ¶Ł-"ÙĬ½- MÄĺƕ- ÄÒÒÄ·ĦÝĺÄ- §ĝ ăÒ ŕ- IĬòŁ- ŖŔŖŗƧ- §ú½ Ù§ÝïÝúƕăÙÄúƕrĬ¶Ýú-§ú½ăùē§úŁ-Ʀē§ĖĦúÄĖ-Ýú-·Ù§ĖÓÄƕ-;ò§ú-Ù§ÝïÝúƕ-§ēēăÝúĦĽ-ĻÝĦÙ-ÄÒÒÄ·Ħŕ-I§úĬ§ĖŁ-ŖŔŖŖƧƚ-ÙÄ-1ĖăĬē-ÄúÓ§ÓÄĝ- §ĝĬÝĦ§¶òÄ-§Ĭ½ÝĦÝúÓ-ŌĖùƕyrǡăƚ-MMoƕùÄù¶ÄĖ-ŌĖùăÒ- ĦÙÄ-KoU1úÄĦĻăĖïăÒ-Ýú½ÄēÄú½ÄúĦùÄù¶ÄĖ-ŌĖùĝ-§ÒŌòݧĦĽ-ĻÝĦÙ-KoU1- ;úĦÄĖú§ĦÝăú§òƕ- ÒăĖ- ĦÙÄ ĝĦ§ĦĬĦăĖŁ- §Ĭ½ÝĦ ăÒ- ÝĦĝ ĝÝÓúÝŌ·§úĦ- ÒăĖÄÝÓúƪÝú·ăĖēă˧ĦĽ ĝĬ¶ĝÝ½Ý§ĖŁƕ ú§ùÄòŁ y§ĖÝú- Ä·ÙúăòăÓÝÄĝ-;ú½Ý§ oĖÝĺ§ĦÄ- Limited.

ÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-Ýĝ-Ĭē½§ĦĽēÄĖÝă½Ý·§òòŁ-Ʀ§ú½-§ĦòħĝĦ-§úúĬ§òòŁƧăú-§úŁ-·Ù§úÓÄĝ-Ýú-§··ăĬúĦÝúÓĝĦ§ú½§Ė½ĝ-¶Ł-ĦÙÄ-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖƚ

Vă-ÒăĖùÄĖē§ĖĦúÄĖăĖ-½ÝĖÄ·ĦăĖăÒ-ĦÙÄăùē§úŁƴĝ-§Ĭ½ÝĦÝúÓ-ŌĖù-Ù§ĝ-§·ĦĽ-§ĝ-§ùÄù¶ÄĖăÒ-ĦÙÄăùē§úŁƴĝ-Ĭ½ÝĦăùùÝĦĦÄÄƚ

The Company has complied with Rule 712 and Rules 715/716 of the Listing Manual.

ÙÄăùē§úŁ-Ù§ĝē§Ý½-Ħă-ÝĦĝ-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝ-§ú-§ÓÓĖÄÓ§ĦÄ-§ùăĬúĦăÒyƺŗŘŘƕŔŔŔ-ÒăĖĝÄĖĺÝ·Äĝ-ĖÄú½ÄĖĽ-Ýú-ŖŔŖŘƕăĬĦăÒ-ĻÙÝ·Ù- §ùăĬúĦƕ yƺ- ŖřŗƕŔŔŔ-Ʀ§ēēĖăŀÝù§ĦÄòŁ śŘǖƧ-ĻÄĖÄ ē§Ý½- §ĝ- §Ĭ½ÝĦ- ÒÄÄĝƕ yƺŗŜƕŔŔŔ-Ʀ§ēēĖăŀÝù§ĦÄòŁ ŕŕǖƧ-ĻÄĖÄ ē§Ý½- ÒăĖ ăĦÙÄĖ- §Ĭ½ÝĦ- ĖÄò§ĦĽĝÄĖĺÝ·Äĝƕ-§ú½yƺřŗƕŔŔŔ-Ʀ§ēēĖăŀÝù§ĦÄòŁŕřǖƧ-ĻÄĖÄē§Ý½-§ĝ-Ħ§ŀ-ÒÄÄĝƚ-

ÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-·ăúŌĖùĝ-ĦÙ§Ħ-ÝĦ-Ù§ĝ-Ĭú½ÄĖĦ§ïÄú-§-ĖÄĺÝÄĻăÒ-§òòúăúƪ§Ĭ½ÝĦĝÄĖĺÝ·ÄĝēĖăĺݽĽ-¶Ł-ĦÙÄ-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝ-§ú½-Ýĝ ĝ§ĦÝĝŌĽ- ĦÙ§Ħ-ÓÝĺÄú- ĦÙÄ ĝ·ăēÄ-§ú½ú§ĦĬĖÄăÒ- ĦÙÄúăúƪ§Ĭ½ÝĦ- ĖÄò§ĦĽ ĝÄĖĺÝ·Äĝƕ ĝĬ·Ù ĝÄĖĺÝ·Äĝ ĝÙăĬò½ úăĦƕ-Ýú- ĦÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄƴĝ ăēÝúÝăúƕ-§ÒÒÄ·Ħ-ĦÙÄ-Ýú½ÄēÄú½Äú·ÄăÒ-ĦÙÄ-"ŀĦÄĖú§ò-Ĭ½ÝĦăĖĝƚ-

Principles 11, 12 & 13: Shareholder Rights and Engagement; Shareholder Rights and Conduct of General Meetings; Engagement with Shareholders and Stakeholders

The Company treats all shareholders fairly and equitably in order to exercise shareholders' rights and have the opportunity to communicate their views on matters affecting the Company gives shareholders a balanced and understandable assessment of its performance, position and prospects.

All shareholders of the Company are provided with the Annual Report and notice of the Annual General Meeting. At the Annual General Meeting shareholders are given the opportunity to air their views and ask directors or Management questions regarding the Company's announcements and policies ensure that shareholders are informed of the rules, including voting procedures, that govern general meetings of shareholders and have the opportunity to participate effectively in and vote at general meetings of shareholders.

The Company tables separate resolutions at general meetings of shareholders on each substantially separate issues are interdependent and linked so as to form one significant proposal. Where the resolutions are "bundled", the Company explains the reasons and material implications in the notice of meeting.

The Company provides avenues for communication between the Board and the Lead Independent Director and all shareholders.

The Company has in place an Investor Relations policy which governs and fair disclosure and communication with shareholders.

The Company's Investor Relations policy sets out, among other things, the mechanism through which shareholders may contact the Company with questions and through which the Company may respond to such questions.

The Company's results are published through the SGXNET and news releases. The Company does not practice selective disclosure. Price-sensitive information is first publicly released, before the Company meets with any group of analysts. Results and annual reports are announced or issued within the mandatory period.

The Company's Chairman and senior Management meet and discuss conditions, prospects, etc., periodically with analysts and investors, and presentations made by the Company in such events are generally shared with the public at large.

The Company has a dedicated investor relations team in Israel and of consultants and of consultants and service providers in Singapore.

The Company's dividend policy is communicated to the shareholders in the Company's Annual Reports.

The Articles were amended in 2015, so as to allow a member of the Company to appoint more than two proxies to attend and vote instead of such member. Voting in absentia is also allowed. The Company currently proposes to further facilitate electronic and more environment friendly communication between the Company and its shareholders. Further details may be found in the 2025 Circular.

Through its meetings with investors, and shareholders, the Company gathers information, views and inputs and addresses shareholders' concerns.

The Company's website offers the Company's shareholders an abundance of communication with the Company.

The Company's Lead Independent Director is accessible to shareholders, who may also contact her through the Company).

The Board and the Management periodically map and identify the Group's material stakeholders, as part of the Group's overal responsibility. Such matters are also discussed in the Company's Annual Report and ESG Report.

Dealings In Securities

The Company has complied with the following best practices (a) The Company has adopted its own internal compliance code to provide guidance to its officers with regard to dealing by the Company and its officers in its securities (b) According to such code an officer of the Company should not deal in the Company's securities on short-term considerations; and (c) According to such code the Company and its officers and employees do not deal in the Company's securities during the period commencing one month before the announcement of the Company's half year financial statements.

Directors' Report

We are pleased to submit this annual report to the Company together with the audited statements for the financial vear ended 31 December 2024.

The Directors in office at the date of this report are as follows:

Daniel Benjamin Glinert Chairman of the Board and Executive Director
Avraham Eshed Non-Executive Director
Uzi Levami Non-Executive Director
Varda Shine Lead Independent Director
Neta Zruya Hashai Independent Director
Lim Yong Sheng Independent Director
Sin Boon Ann Independent Director

Directors' Interests

According to the share register kept by the Company for the purposes of Sections 127 and 128 of the Israeli Companies Law, 5759-1999 the "Law"), and according to the information provided to the Company by our directors of directors who held office at the end of the financial year") in shares in the Company are as detailed below. Except as listed hereunder, none of our directors who held office at the end of the Year had any direct in the Company's shares – neither at the beginning of the Year, nor at the end of the Year, nor as at 21 January 2025.

Ordinary Shares of the Company
of no par value each
As at 1
Jan. 2024
As at
31 Dec. 2024
As at
21 Jan. 2025
Daniel Benjamin Glinert1 12,734,156 12.734.156 12,734,156
Avraham Eshed2 15,126,922 15,126,922 15,126,922
Uzi Levami3 12,335,406 12,335,406 12,335,406
Varda Shine4 350.000 350.000 350.000
Lim Yong Sheng5 225.000 225,000 225,000

Note:

    1. Daniel Benjamin Glinert is deemed a shareholder of the Company by virtue of his wife's (Michal Haya Glinert) indirect ownership through Glinert Projects Initiation and Execution. Ltd. of 633.953 shares held on their behalf by Bank Hapoalim (Israel) through HSBC Singapore custodians, by virtue of his and his wifie's indirect ownership through Glinert Projects Initiation and Execution, Ltd. of 10,423,953 shares held on their behalf by UOB Kay Hian Pte. Ltd., by virtue of his indirect ownership of 675,500 shares held on his behalf by Eyal Khayat, Option Plans trustee, through UOB Kay Hian Pte. Ltd., pursuant to the Plans, and by virtue of the indirect ownership of 1,000,750 shares held on his wife's behalf by UOB Kay Hian Pte. Ltd. [Note: The above number excludes shares held in trust by his wife, through UOB Kay Hian Pte. Ltd., for his son (an adult, who maintains a separate household, who bought such shares with his own resources)].
    1. Avraham Eshed is deemed a shareholder of the Company by virtue of his indirect ownership through Gemstar, Ltd. of 14,335,672 shares held on his behalf by the Israel Discount Bank through Citibank N.A. Singapore custodians, 562,500 shares held on his behalf by Eval Khavat. Option Plans trustee, through UOB Kay Hian Pte. Ltd., pursuant to the Plans, and by virtue of his indirect ownership of 228,750 shares held on his behalf by Union Bank of Israel Ltd.
    1. of 11,622,906 shares held on his behalf by Bank Hapoalim (Israel) through HSBC Singapore custodians and by virtue of his indirect ownership of 712,500 shares held on his behalf by Eyal Khayat, Option Plans trustee, through UOB Kay Hain Pte. Ltd., pursuant to the Plans.
    1. Varda Shine is deemed a shareholder of the Company by virtue of her indirect ownership of 350,000 shares held on her behalf by Eyal Khayat, Option Plans trustee, through UOB Kay Hian Pte. Ltd., pursuant to the Plans.
    1. Lim Yong Sheng is deemed a shareholder of the Company by virtue of his indirect ownership of 225,000 shares held on his behalf by Eyal Khayat, Option Plans trustee, through UOB Kay Hian Pte. Ltd., pursuant to the Plans.

DIRECTORS' REPORT 0_r-7"-"r-"Vŗŕ-""U"r-ŖŔŖŘ

Outstanding options granted to directors under the Company's 2015 Option Plan

Name of Director Options
outstanding
Options vested 2024 share-based
payment expenses
Years granted
Daniel Benjamin Glinert 1,275,000 825,000 -- ŖŔŕŝƕ
ŖŔŖŕƕ
ŖŔŖŖ
§ú½
ŖŔŖŗ
Uzi Levami 525,000 225,000 US\$16,000 ŖŔŖŖ
§ú½
ŖŔŖŗ
Avraham Eshed 525,000 225,000 US\$16,000 ŖŔŖŖ
§ú½
ŖŔŖŗ
Varda Shine ŗśřƕŔŔŔ 125,000 ‡yƺŕŗƕŔŔŔ ŖŔŖŗ
Neta Zruya Hashai 725,000 475,000 ‡yƺŕŗƕŔŔŔ ŖŔŖŔ
§ú½
ŖŔŖŗ
Lim Yong Sheng 500,000 250,000 ‡yƺŕŗƕŔŔŔ ŖŔŖŔ
§ú½
ŖŔŖŗ
Sin Boon Ann 725,000 475,000 ‡yƺŕŗƕŔŔŔ ŖŔŖŔ
§ú½
ŖŔŖŗ

"ŀ·ÄēĦ-§ĝ-½Ýĝ·òăĝĽ-Ýú-ĦÙÝĝ-ĖÄēăĖĦƕúă-½ÝĖÄ·ĦăĖ-ĻÙă-ÙÄò½ăÒÒÝ·Ä-§Ħ-ĦÙÄ-Äú½ăÒ-ĦÙÄħĖ-Ù§½-ÝúĦÄĖÄĝĦĝ-ÝúĝÙ§ĖÄĝăĖ-½Ä¶ÄúĦĬĖÄĝăÒ-ĦÙÄ- Company or of related corporations, either at the later of the beginning of the Year or the commencement of his service as a director or at the end of the Year.

"ŀ·ÄēĦ-§ĝ-½Ýĝ·òăĝĽ-Ýú-ĦÙÝĝ-ĖÄēăĖĦƕ-ĦÙÄăùē§úŁϧĝúăĦ-§ē§ĖĦŁ-Ħă-§úŁ-§Ė˧úÓÄùÄúĦ-ĻÙăĝÄă¶ìÄ·Ħĝ-§ĖÄƕăĖăúÄăÒ-ĻÙăĝÄă¶ìÄ·Ħĝ-Ýĝƕ- Ħă-Äú§¶òÄ-ĦÙÄ-½ÝĖÄ·ĦăĖĝăÒ-ĦÙÄăùē§úŁ-Ħă-§·ĕĬÝĖÄ-¶ÄúÄÒÝĦĝ-¶ŁùħúĝăÒ-ĦÙÄ-§·ĕĬÝĝÝĦÝăúĝăÒĝÙ§ĖÄĝ-ÝúăĖ-½Ä¶ÄúĦĬĖÄĝăÒ-ĦÙÄăùē§úŁ- or any other body corporate.

yÝú·Ä-ĦÙÄ-Äú½ăÒ-ĦÙÄò§ĝĦ-ÒÝú§ú·Ý§ò-ŁÄ§Ė-ƦŖŔŖŘƧƕ-§ú½-Äŀ·ÄēĦ-§ĝ-½Ýĝ·òăĝĽ-Ýú-ĦÙÄăùē§úŁƴĝ-§Ĭ½ÝĦĽ-ÒÝú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-ÒăĖ-ĦÙÄħĖƕúă- director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial interest.

The Directors are of the opinion, in concurrence with and based on Audit Committee review that the internal control procedures §½½ĖÄĝĝÝúÓ-ÒÝú§ú·Ý§òƕăēÄ˧ĦÝăú§ò-§ú½-·ăùēòݧú·Ä-ĖÝĝïĝăÒ-ĦÙÄ-1ĖăĬē-§ĖÄ-§½ÄĕĬ§ĦÄƚ

Share options

;ú-ŖŔŕř-ĦÙÄăùē§úŁ-§½ăēĦĽ-§úÄĻĝÙ§ĖÄăēĦÝăúēò§ú-ƦĦÙÄ-ƱŖŔŕřoò§úƲƧ-§ú½ĝÝú·Ä-ĦÙÄú-Ó˧úĦĽăēĦÝăúĝ-Ħă-ÄùēòăŁÄÄĝ-§ú½-½ÝĖÄ·ĦăĖĝ- §Ħúă-·ăúĝݽÄ˧ĦÝăúƚĝăÒŗŕ-Ä·Äù¶ÄĖ-ŖŔŖŘƕ-§-ĦăĦ§òăÒ-ŘřƕřŚŝƕŗŖŔăēĦÝăúĝ-ĻÄĖÄ-Ó˧úĦĽ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕřoò§úƕ-ĻÝĦÙħ·ÙăēĦÝăú- ¶ÄÝúÓ-ÄŀÄĖ·Ýĝ§¶òÄ-ÝúĦăăúÄă˽Ýú§ĖŁĝÙ§ĖÄħ·Ù-ƦăÒúăē§Ėĺ§òĬÄƧ-Ýú-ĦÙÄ-·§ēÝĦ§òăÒ-ĦÙÄăùē§úŁƚ-ÙÄăēĦÝăúĝ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕřoò§ú-ĻÄĖÄ- Ó˧úĦĽ-§Ħ-§ú-ÄŀÄĖ·ÝĝÄēĖÝ·Ä-˧úÓÝúÓ-¶ÄĦĻÄÄúyƺŔƚŖŖŕ-ĦăyƺŕƚŜśŜēÄĖăēĦÝăú-Ʀ§··ă˽ÝúÓ-Ħă-ĦÙÄ-½§ĦÄăÒ-Ó˧úĦƧƚĝăÒŗŕ-Ä·Äù¶ÄĖ ŖŔŖŘƕ-ĦÙÄĖÄ-ĻÄĖÄŕŚƕŗŔŜƕŖŜŔăēĦÝăúĝăĬĦĝĦ§ú½ÝúÓ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕřoò§ú-ĻÝĦÙŗƕŕŚŘƕŗŖŝăēĦÝăúĝ-Ù§ĺÝúÓ-¶ÄÄú-ÄŀÄĖ·ÝĝĽ-Ĭú½ÄĖ-ĦÙÄ- ŖŔŕřoò§ú-§ú½-ŖŚƕŔŝŚƕśŕŕ-Ù§ĺÝúÓ-¶ÄÄú-ÒăĖÒÄÝĦĽƚ-ÙÄ-ÄŀÄĖ·ÝĝÄēÄĖÝă½-ÒăĖăēĦÝăúĝ-Ó˧úĦĽ-Ĭú½ÄĖ-ŖŔŕřoò§ú-ÝĝĝÝŀ-ŁÄ§Ėĝ-ÒĖăù-ĦÙÄ-½§ĦÄ- of grant, with a vesting period of up to four years.

SGXNET announcements have been made on the dates of the various grants including details of the grant in accordance with the Listing Manual.

Audit Committee

The Audit Committee of the Company comprises four independent directors. The members of the Audit Committee are Ms. Neta Zruya Hashai (Chairperson), Mr. Lim Yong Sheng, Ms. Varda Shine and Mr. Sin Boon Ann. The Audit Committee assists the Board in ½Ýĝ·Ù§ĖÓÝúÓ-ÝĦĝ-ĖÄĝēăúĝݶÝòÝĦŁ-Ħăĝ§ÒÄÓĬ§Ė½-ĦÙÄ-1ĖăĬēƴĝ-§ĝĝÄĦĝƕù§ÝúĦ§Ýú-§½ÄĕĬ§ĦÄ-§··ăĬúĦÝúÓ-ĖÄ·ă˽ĝƪ-§ú½-½ÄĺÄòăē-§ú½ù§ÝúĦ§Ýú effective systems of internal control, with the overall objective of ensuring that the management creates and maintains an effective ·ăúĦĖăò-ÄúĺÝĖăúùÄúĦ-Ýú-ĦÙÄ-1ĖăĬēƕ-Ýú-·ăúĝĬòĦ§ĦÝăú-ĻÝĦÙ-ĦÙÄ-ÝúĦÄĖú§ò-§ú½-ÄŀĦÄĖú§ò-§Ĭ½ÝĦăĖĝƚ

Auditors

ÙÄ- §Ĭ½ÝĦăĖĝƕ yăùÄïÙ- Ù§ÝïÝúƕ- §ú- ;ĝ˧ÄòÝ ē§ĖĦúÄĖĝÙÝē- §ú½- § ùÄù¶ÄĖ- ŌĖù ăÒ- ĦÙÄ- KoU1 úÄĦĻăĖï ăÒ- Ýú½ÄēÄú½ÄúĦ ùÄù¶ÄĖ- ŌĖùĝ- §ÒŌòݧĦĽ- ĻÝĦÙ- KoU1- ;úĦÄĖú§ĦÝăú§ò- MÝùÝĦĽƕ- § ēĖÝĺ§ĦÄ- "úÓòÝĝÙ- ·ăùē§úŁ òÝùÝĦĽ- ¶Ł- ÓĬ§Ė§úĦÄÄƕ- §ú½- Ù§ÝïÝúƕ ăÙÄúƕ rĬ¶Ýú ǡ ăƚƕ- ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ-Ʀ;ĝĖƚƧƕ-Ù§ĺÄ-Ýú½Ý·§ĦĽ-ĦÙÄÝĖ-ĻÝòòÝúÓúÄĝĝ-Ħă-§··ÄēĦ-ĖÄƪ§ēēăÝúĦùÄúĦƚ

On behalf of the Board of Directors

Daniel Benjamin Glinert "ŀÄ·ĬĦÝĺÄ-ÝĖÄ·ĦăĖƕ-Ù§ÝĖù§úăÒ-ĦÙÄă§Ė½

Israel 2 April 2025

STATEMENT BY DIRECTORS

FOR THE YEAR END 31 DECEMBER 2024

In the opinion of the Directors,

  • the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 74 to 108 are (a) drawn up so as to give a true and fair view of the Group as of 31 December 2024 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and
  • (b) when they fall due.

On behalf of the Directors

Daniel Benjamin Glinert Executive Director, Chairman

lsrael 2 April 2025

AUDITORS' REPORT TO THE SHAREHOLDERS OF SARINE TECHNOLOGIES LTD.

KPMG Millennium Tower 17 Ha'arba'a Street, PO Box 609 Tel Aviv 61006 Israel Telephone: 972 3 684 8000 Fax: 972 3 684 8444 Internet www.kpmg.co.il Somekh Chaikin, an Israeli partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee

RUBIN & CO. Chaikin, Cohen, Rubin & Co

Atidim Technology Park, Bldg. 4, P.0.B. 58143 Tel-Aviv 61580, Israel Tel: 972-3-6489858 Fax: 972-3-6489946 E-mail: [email protected] Certified Public Accountants (Isr.)

We have audited the accompanying of financial position of Sarine Technologies Ltd. (hereinatter the "Company") and subsidiaries (the Company and subsidiaries together referred to hereinafter as the "Group") as at December 31, 2024 and 2023 and the consolidated statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group, for each of the years ended on such dates. These financial statements are the responsibility of the Company's Board of Directors and of its Management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards in Israel, including standards prescribed by the Auditors Regulations (Manner of Auditor's Performance) - 1973. Such standards require that we plan and perform the audit to obtain reasonable assurance that the financial statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Board of Directors and by Management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Group and the Company as at December 31, 2024 and 2023 and the Group's results of operations, changes in its equity and cash flows, for each of the years ended on such dates, in accordance with International Financial Reporting Standards (IFRS).

Key Audit Matters

Key audit matters described below are those matters that were communicated, or were required to the Company's Board of Directors and, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the current period. These matters include, among others, any matter that: (1) is related to significant accounts or disclosures in the financial statements and (2) our professional judgment in regards to this matter was challenging, subjective or especially complex. These matters were addressed in the financial statements as a whole, and in forming our opinion thereon. The communication of these matters below does not change our opinion on the financial statements as a whole, and we do not provide, through this communication, a separate opinion on the accounts or disclosures they are related to.

Revenue recognition

Why was this matter determined to be a Kev Audit Matter in the audit

As described in the statement of profit and loss and other comprehensive income, and in notes 3H and 7 to the financial statements, in 2024 the revenues of the Company totaled \$US 39,201 thousand.

According to IFRS 15, Revenues from Contracts with Customers ("IFRS 15"), revenues from the sale of products are recognized when control of the product is transferred to the customer, and revenues from maintenance and service is recognized over the period that the service is provided. Revenues are measured based on the Company expects to be entitled in exchange for the goods or services promised to the description above and due to the materiality of the revenues to the Company's financial statements, we identified revenues recognition as a key audit matter.

The response to the kev audit matter in the audit

We obtained understanding of the Company's policy relating to the point in time in which control over products is transferred to the customers, and regarding the Company's processes to identify contracts with customers and the performance obligations that rise from such contracts. In addition, we obtained understanding as to the measurement of revenue and the timing of recognition. We checked that the Company's revenue recognition policy meets the guidance of IFRS 15.

In addition, following are the primary audit procedures we performed:

  • ࡛ We performed analytical procedures in order to assess completeness of the audited period's revenues.
  • ࡛ We performed a statistical sample of invoices, and we tested that the consideration received from the customer agrees with the revenue that was recognized, that the control of the products was transferred to the customer and that a valid purchase ă˽ÄĖăĖ-§ÓĖÄÄùÄúĦ-ÄŀÝĝĦĝ-¶ÄĦĻÄÄú-ĦÙÄăùē§úŁ-§ú½-ĦÙÄ-·ĬĝĦăùÄĖƚ
  • ࡛ We performed an additional statistical sample of invoices that focuses on revenues recorded close to the year end and ¶ÄÓÝúúÝúÓăÒ-ĦÙÄĝĬ¶ĝÄĕĬÄúĦ-ŁÄ§Ėƕ-Ħă-§ĝĝÄĝĝ-·ăĖĖÄ·Ħ-·ĬĦƪăÒÒēĖă·Ä½ĬĖÄĝ-Ýú-ĖÄĺÄúĬÄĝ-ĖÄ·ăÓúÝŇĽƚ
  • ࡛ Ä-·ÙÄ·ïĽ-ÝÒ-·ĖĽÝĦúăĦÄĝ-ĻÄĖÄ-ÝĝĝĬĽ-Ħă-·ĬĝĦăùÄĖĝ-Ýú-ĦÙÄĝĬ¶ĝÄĕĬÄúĦ-ŁÄ§Ė-ĦÙ§Ħù§Ł-Ýú½Ý·§ĦÄ-ÝùēĖăēÄĖ-ĖÄĺÄúĬÄ-ĖÄ·ăÓúÝĦÝăú- in the audited period.
  • ࡛ Ä-Ėħ½-ĦÙÄ-½Ýĝ·òăĝĬĖÄĝēĖăĺݽĽ-¶Ł-ĦÙÄăùē§úŁ-ĻÙÝ·Ù-ĖÄò§ĦÄ-Ħă-ĖÄĺÄúĬÄĝƕ-Ħă-ĦÄĝĦ-·ăùēòÄĦÄúÄĝĝăÒēĖÄĝÄúĦ§ĦÝăú-ĖÄĕĬÝĖÄùÄúĦĝ- and the accuracy of the information provided.

Goodwill impairment test

Why was this matter determined to be a Key Audit Matter in the audit

ĝ-½Äĝ·ĖݶĽ-ÒĬĖĦÙÄĖ-Ýú-VăĦÄ-Ŗŝ-Ħă-ĦÙÄ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝƕ-Ýú-U§Ł-ŖŔŖŗƕ-ĦÙÄăùē§úŁ-·ăùēòÄĦĽ-ĦÙÄ-§·ĕĬÝĝÝĦÝăúăÒśŔǖăÒ-1M- y-MM-ƦƱ1MyƲƧƕ-§y-¶§ĝĽ-·ăùē§úŁƕ-ÒăĖ-§-ĦăĦ§ò-·ăúĝݽÄ˧ĦÝăúăÒƺśƚŘùÝòòÝăúƕ-ĻÙÝ·Ù-ĖÄĝĬòĦĽ-Ýú-Óăă½ĻÝòòăÒƺŗƚŕùÝòòÝăúƚ-ÙÄ- §·ĕĬÝĝÝĦÝăú-§ÓĖÄÄùÄúĦ-Ýú·òĬ½Ä½-§ēĬĦăēĦÝăú-Ó˧úĦĽ-Ħă-ĦÙÄĝÄòòÄĖăú-ĦÙÄ-ĖÄù§ÝúÝúÓŗŔǖƕ-§ú½-§-·§òòăēĦÝăúăú-ĦÙÄ-ĖÄù§ÝúÝúÓŗŔǖ Ó˧úĦĽ-Ħă-ĦÙÄăùē§úŁƚ--1ăă½ĻÝòò-ÝĝúăĦ-§ùăĖĦÝŇĽƕ-¶ĬĦ-˧ĦÙÄĖ-ĦÄĝĦĽ-¶Ł-ĦÙÄăùē§úŁ-ÒăĖ-Ýùē§ÝĖùÄúĦ-§úúĬ§òòŁƕ-§ĝăÒyÄēĦÄù¶ÄĖŗŔ- of each year, or whenever events or circumstances present an indication of impairment. The test is performed by assessing the fair ĺ§òĬÄăÒ-ĦÙÄăùē§úŁƴĝ-·§ĝÙ-ÓÄúÄ˧ĦÝúÓ-ĬúÝĦ-ƦƱ1ƲƧ-ĦÙ§Ħ-·ăúĝÝĝĦĝăÒ-ĦÙÄ-Óăă½ĻÝòò-§ú½-½ÄĦÄĖùÝúÝúÓ-ĦÙ§Ħ-ĦÙÄ-1-Ò§ÝĖĺ§òĬÄ-Äŀ·ÄĽĝ- its carrying amount.

ÙÄ- Ò§ÝĖ ĺ§òĬÄ ăÒ- ĦÙÄ- 1ϧĝ- ÄĝĦÝù§ĦĽ- ĬĝÝúÓ- ĦÙÄ- ½Ýĝ·ăĬúĦĽ- ·§ĝÙ ōăĻùÄĦÙă½ƚ-U§ú§ÓÄùÄúĦ- §ēēòÝĽ ĝÝÓúÝŌ·§úĦ ìĬ½ÓùÄúĦ- Ýú- ÄĝĦÝù§ĦÝúÓ- ĦÙÄ- ½Ýĝ·ăĬúĦĽ- ÒĬĦĬĖÄ- ·§ĝÙōăĻĝ ăÒ- ĦÙÄ- 1ƕ-ĻÙÝ·Ù- ÝúĺăòĺĽ- ĦÙÄ- ĬĝÄ ăÒ ĝÝÓúÝŌ·§úĦ- ÄĝĦÝù§ĦÄĝ- §ú½- §ĝĝĬùēĦÝăúĝ-ĻÝĦÙ- ĖÄĝēÄ·Ħ-Ħă-ĦÙÄ-ĖÄĺÄúĬÄ-ÓĖăĻĦÙ-˧ĦÄĝƕēĖăŌĦ-˧ĦÄĝ-§ú½-½Ýĝ·ăĬúĦ-˧ĦÄĝƚ-;ú-§½½ÝĦÝăúƕù§ú§ÓÄùÄúĦ-ĖÄĺÝĝÝĦĽ-ĦÙÄēĖÄĝÄúĦĺ§òĬÄăÒ-ĦÙÄēĬĦ- ăēĦÝăúēĖÝ·Äƕ-§ú½-ĦÙÄ-Ò§ÝĖĺ§òĬÄăÒ-ĦÙÄ-·§òòăēĦÝăúƕ-ĦÙ§Ħ-§ĖÄ-·§ò·Ĭò§ĦĽ-¶§ĝĽăú-ÒăĖÄ·§ĝĦĽēÄĖÒăĖù§ú·ÄăÒ-1Myƚ--Ù§úÓÄĝ-ÝúïÄŁ- inputs and assumptions could materially affect the determination of the fair value of the CGU, the present value of the put option ēĖÝ·Ä-§ú½-ĦÙÄ-Ò§ÝĖĺ§òĬÄăÒ-ĦÙÄ-·§òòăēĦÝăúƚ-ÙÄăùē§úŁ-ĬĦÝòÝŇĽ-§-ĦÙÝ˽ƪē§ĖĦŁĺ§òĬ§ĦÝăú-ŌĖù-Ħă-§ĝĝÝĝĦù§ú§ÓÄùÄúĦ-Ýú-ÄĝĦÝù§ĦÝúÓ-ĦÙÄ- fair value of CGU for the purpose of testing the goodwill for impairment, and in determining the present value of the put option and ĦÙÄĺ§òĬ§ĦÝăúăÒ-ĦÙÄ-·§òòăēĦÝăúƚ--ĬÄ-Ħă-ĦÙÄĝÝÓúÝŌ·§úĦ-§ùăĬúĦăÒìĬ½ÓùÄúĦ-§ēēòÝĽ-¶Łù§ú§ÓÄùÄúĦ-ĻÙÄú-½ÄĺÄòăēÝúÓ-ĦÙÄ-ÄĝĦÝù§ĦÄĝƕ- ĻÄ-ݽÄúĦÝŌĽ-ĦÙÄ-Óăă½ĻÝòò-Ýùē§ÝĖùÄúĦ-ĦÄĝĦăÒ-1Myƕ-ĦÙÄĝĬ¶ĝÄĕĬÄúĦ-½ÄĦÄĖùÝú§ĦÝăúăÒ-ĦÙÄēĖÄĝÄúĦĺ§òĬÄăÒ-ĦÙÄēĬĦăēĦÝăú-§ú½ ĦÙÄĺ§òĬ§ĦÝăúăÒ-ĦÙÄ-·§òòăēĦÝăú-§ĝ-§ïÄŁ-§Ĭ½ÝĦù§ĦĦÄĖƚ

The response to the key audit matter in the audit

ă-ĦÄĝĦ-ĦÙÄ-ÄĝĦÝù§ĦĽ-Ò§ÝĖĺ§òĬÄăÒ-ĦÙÄ-1ƕ-ĻÄ-ŌĖĝĦ-ĦÄĝĦĽù§ú§ÓÄùÄúĦƴĝēĖă·Äĝĝ-ÒăĖ-§òòă·§ĦÝúÓ-§ĝĝÄĦĝ-§ú½òݧ¶ÝòÝĦÝÄĝ-Ħă-ĦÙÄ-1ƚ- Afterwards, for estimating the fair value of the CGU we performed the following primary audit procedures:

  • ࡛ Ä- Äĺ§òĬ§ĦĽ- ĦÙÄ ăùē§úŁƴĝ ĝÄòÄ·ĦÝăú ăÒ- ĦÙÄ ăĺÄ˧òò ĺ§òĬ§ĦÝăú ùÄĦÙă½ăòăÓŁƕ- ¶Ł- Äĺ§òĬ§ĦÝúÓ- ĦÙÄ ùÄĦÙă½ĝ- §ú½ ĝÝÓúÝŌ·§úĦ- assumptions used by the Company's valuation specialist.
  • ࡛ Ä-·ăùē§ĖĽ-§ĝĝĬùēĦÝăúĝ- ĖÄӧ˽ÝúÓēĖăŌĦ§¶ÝòÝĦŁù§ĖÓÝúĝ- Ħă ĝÝùÝò§Ė-·ăùē§Ė§¶òÄ-ŌÓĬĖÄĝăÒ- ĦÙÄăùē§úŁƕ-§ú½-·ăĖĖă¶ă˧ĦĽ- growth rates used in the valuation to the budget presented and approved by the Company's board of directors.
  • ࡛ We involved our valuation specialists in assisting with our evaluation of the methodology used by the Company and the ĝÝÓúÝŌ·§úĦ-§ĝĝĬùēĦÝăúĝƚ-
  • ࡛ ÄēÄĖÒăĖùĽĝÄúĝÝĦÝĺÝĦŁ-ĦÄĝĦĝăú-·ÄĖĦ§ÝúïÄŁ-§ĝĝĬùēĦÝăúĝƕ-Òă·ĬĝÝúÓăú-ĦÙÄ-½Ýĝ·ăĬúĦ-˧ĦÄ-§ú½-ĖÄĺÄúĬÄ-ÓĖăĻĦÙ-˧ĦÄĝ-§ĝĝĬùēĦÝăúĝ- that were used in the valuation.
  • ࡛ M§ĝĦòŁƕ-ĻÄ-§Ĭ½ÝĦĽ-ĦÙÄēĖÄĝÄúĦ§ĦÝăú-Ýú-ĦÙÄ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-ĦăĺÄĖÝÒŁ-·ăùēòÄĦÄúÄĝĝăÒ-½Ýĝ·òăĝĬĖÄ-ĖÄĕĬÝĖÄùÄúĦĝƚ

yăùÄïÙ-Ù§ÝïÝú-ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ-UÄù¶ÄĖ-ŌĖùăÒ-KoU1-;úĦÄĖú§ĦÝăú§ò

Ù§ÝïÝúƕăÙÄúƕrĬ¶Ýú-§ú½ăƚ Ʀ;ĝĖƚƧ ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ

Tel-Aviv, Israel Tel-Aviv, Israel March 19, 2025 March 19, 2025

CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31

Group Company
Note 2024 2023 2024 2023
US\$ thousands
Assets
Property, plant and equipment 10 6,545 11,637 1,161 1,827
Investment property (Real Estate) 30 3,914
Right-of-use assets 24 4,594 6,032 2,267 3,014
Intangible assets 11 7,044 7,150 801
Long-term trade receivables 13 1,740 573 296 276
Investment in subsidiaries 28 42,785 43,576
Other non-current assets 14 2,247 1,102
Deferred tax assets 9 593 568 --
Total non-current assets 26,677 27,062 47,310 48,693
Inventories 12 6,731 10,520 4,242 7,324
Trade receivables 13 9,195 14,652 6,074 5,819
Other current assets 14 3,006 1,383 694 ead
Short-term investments (bank
deposits)
15 8,071 634 2,051
Cash and cash equivalents 16 18,229 22,351 7,916 7,644
Total current assets 45,232 49,540 20,977 21,486
Total assets 71,909 76,602 68,287 70,179
Equity
Share capital* 17
Share premium and reserves 35,396 35,264 35,396 35,264
Translation reserve (4,436) (4,249) (4,436) (4,249)
Dormant shares, at cost 17 (6,502) (5,183) (6,502) (5,183)
Retained earnings 32,991 34,488 32,991 34,488
Total equity 57,449 60,320 57,449 60,320
Liabilities
Long-term lease liabilities 24 4,165 5,392 2,178 2,847
Financial instrument 29 1,100 1,727
Other non-current liabilities 20 177 153 107 143
Total non-current liabilities 5,442 7,272 2,285 2,990
Trade payables 1,440 1,781 1,433 1,848
Other payables 19 5,792 5,655 6,114 4,127
Current lease liabilities 24 1,326 1,240 788 687
Current tax payable 161 46
Warranty provision 22 299 288 218 207
Total current liabilities 9,018 9,010 8,553 6,869
Total liabilities 14,460 16,282 10,838 9,859
TOTAL EQUITY AND LIABILITIES 71,909 76,602 68,287 70,179

* No par value

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31

Group
Note 2024 2023
US\$ thousands
Revenue 6,7 39,201 42.944
Cost of sales (16,205) (15,573)
Gross profit 22,996 27,371
Research and development expenses (6,721) (8,597)
Sales and marketing expenses (11,011) (12,843)
General and administrative expenses (5,295) (7,775)
(Loss) Profit from operations (31) (1,844)
Finance income 1,976 960
Finance expense (496) (384)
Net finance income 8 1,480 576
Profit (Loss) before income tax 1,449 (1,268)
Income tax expense 9 (375) (1,534)
Profit (Loss) for the year 1,074 (2,802)
Other comprehensive (loss) income
Item that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plan
11 37
Item that may be reclassified subsequently to profit or loss:
Foreign currency translation differences for foreign operations
(187) (32)
Total comprehensive income (loss) for the year 898 (2,797)
Earnings per share
Basic earnings (loss) per share (US cents) 18 0.31 (0.80)
Diluted earnings (loss) per share (US cents) 18 0.31 (0.80)

CONSOLIDATED AND COMPANY STATEMENTS OF

CHANGES IN EQUITY

Share
capital*
Share premium
and reserves
Translation
reserve
Retained
earnings
Dormant
shares
Total
Group and Company US\$ thousands
Balance at January 1, 2023 34,490 (4,217) 41,652 (4,829) 67,096
Loss for the year ended
December 31, 2023
(2,802) (2,802)
Other comprehensive income (loss)
for the year ended December 31,
2023
37 (32) 5
Dormant shares, acquired at cost
(1,558,200 shares)
(354) (354)
Share-based payment expenses 323 323
Share-based payment expenses 343 343
Exercise of options 71 71
Dividend paid (4,362) (4,362)
Balance at December 31, 2023 35,264 (4,249) 34,488 (5,183) 60,320
Profit for the year ended
December 31, 2024
1,074 1,074
Other comprehensive Income (loss)
for the year ended December 31,
2024
11 (187) (ITC)
Dormant shares, acquired at cost
(5,639,274 shares)
(1,319) (1,319)
Share-based payment expenses 117 117
Exercise of options 4
Dividend paid - - (2,571) (2,571)
Balance at December 31, 2024 35,396 (4,436) 32,991 (6,502) 57,449

* No par value

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

Group
2024 2023
US\$ thousands
Cash flows (used in) from operating activities
Profit (Loss) for the year 1,074 (2,802)
Adjustments for:
Share-based payment expenses 117 323
Income tax expense 375 1,534
Depreciation of property, plant & equipment and right-of-use assets 2,995 2,933
Depreciation of investment property (Real Estate) 124
Amortisation of intangible assets and write off of goodwill 1,028 456
Change in financial instrument liability (627)
Change in financial assets fair value (498)
Other net finance income (405) (535)
Revaluation of lease liabilities from exchange rate differences (26) (144)
Changes in working capital
Inventories 3,789 (3,661)
Trade receivables 4,290 7,257
Other current assets (1,614) 1,113
Rent deposit, net (105)
Trade payables (341) (1,439)
Other liabilities 108 (2,661)
Employee benefits (22) (4)
Income tax paid (781) (3,326)
Net cash from (used in) operating activities 9,481 (956)
Cash flows (used in) from investing activities
Acquisition of property, plant and equipment (Real (1,483)
Acquisition of consolidated subsidiary, see Note 29 (5,741)
Proceeds from realisation of property, plant and equipment ea 56
Short-terms investments (7,437) 10.050
Capitalisation of development expenses (922)
Interest received 8925 799
Net cash (used in) from investing activities (8,034) 3,681
Cash flows used in financing activities
Proceeds from exercise of share options 71
Purchase of Company's shares by the Company (1,319) (354)
Capital infusion by minority shareholder in consolidated subsidiary 343
Dividends paid (2,571) (4,362)
Payment of lease liabilities (1,263) (1,115)
Interest paid (30a) (240)
Net cash used in financing activities (5,458) (5,657)
Net decrease in cash and cash equivalents (4,011) (2,932)
Cash and cash equivalents at beginning of year 22,351 25,307
Effect of exchange rate fluctuations on cash and cash equivalents (111) (24)
Cash and cash equivalents at end of year 18,229 22,351

Note 1 - General

A. Reporting entity

Sarine Technologies Ltd. (hereinatter "Sarine" or the "Company") is a company domiciled in Israel. The address of the Company's registered office is 4 Haharash Street. Hod Hasharon 4524075. Israel. The consolidated financial statements of the Company, as at, and for the year ended December 31, 2024, comprise the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities") (see Note 28). The Company was incorporated on November 8, 1988. On April 8, 2005, the Company was admitted to the Main Board list of the Singapore Exchange Securities Trading Ltd., and on July 5, 2021, the Company's shares were listed on the Tel Aviv Stock Exchange (secondary listing).

B. Introduction

The Group is a worldwide leader in the development and manufacturing of advanced evaluation, planning, processing, and finishing systems for diamond and gemstone products include the Galaxy® family of inclusion mapping systems, rough diamond planning optimisation systems, laser cutting and shaping systems, lasermarking and inscription machines and polished diamond Clarity, Color, Cut and light performance grading tools and visualisation systems. Sarine systems have become standard tools in every modern manufacturing plant, properly equipped gemmology lab and diamond appraisal business, and are essential aids for diamond polishers, dealers and retailers. At the heart of these systems is computer software that implements three-dimensional modeling and volume / value optimisation using advanced mathematical algorithms, and overall system control (motion, image capture, laser functionality, etc.) paired with various proprietary hardware technologies, including electro-optics, electronics, precision mechanics and lasers,

Material events in the reporting period C.

The natural diamond manufacturing industry, faced ongoing headwinds for the second year running. Weakened consumer demand in China and the continuing disruption by lab-grown diamonds (LGD) continue to negatively impact natural diamond demand and prices, consequently slowing manufacturing activity. The LGD segment is experiencing issues stemming from oversupply driving declining wholesale prices.

The Group introduced new product lines, the Most Valuable Plan™ (MVP) for optimising the planning of small natural rough diamonds, the adaptation of the Group rough planning technologies to LGD, and the opening of a GCAL by Sarine lab in India, aimed at servicing the significant Indian LGD industry.

The Group undergone aggressive business streamlining and cost cutting.

Note 2 - Basis of Preparation

A. Statement of compliance

The financial statements have been prepared in accordance with IFRS® Accounting Standards (IFRSs).

The consolidated financial statements were authorised for issue by the Company's Board of Directors on March 21, 2025.

B. Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

  • assets and liabilities relating to employee benefits:
  • call option relating to GCAL acquisition;
  • deferred tax assets and liabilities; and
  • provisions.

For further information regarding the measurement of these assets and liabilities see Note 3 regarding significant accounting policies.

Note 2 - Basis of Preparation (cont'd)

C. Functional and presentation currency

ÙÄĝÄ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-§ĖÄēĖÄĝÄúĦĽ-ÝúúÝĦĽyĦ§ĦÄĝ-ƦyƧ-½ăòò§ĖĝƕăĖyƺƕ-ĻÙÝ·Ù-Ýĝ-ĦÙÄăùē§úŁƴĝ-ÒĬú·ĦÝăú§ò- currency. The US dollar is the currency that represents the principal economic environment in which the Company §ú½ùăĝĦ-1ĖăĬē-ÄúĦÝĦÝÄĝăēÄ˧ĦÄƚòò-Ōú§ú·Ý§ò-ÝúÒăĖù§ĦÝăúēĖÄĝÄúĦĽ-Ýúy-½ăòò§Ėĝ-Ù§ĝ-¶ÄÄú-ĖăĬú½Ä½-Ħă-ĦÙÄúħĖÄĝĦ- ĦÙăĬĝ§ú½ƕ-Äŀ·ÄēĦ-ĻÙÄĖÄăĦÙÄĖĻÝĝÄ-Ýú½Ý·§ĦĽƚ

D. Use of estimates and judgments

ÙÄ ēĖÄē§Ė§ĦÝăú ăÒ- Ōú§ú·Ý§ò ĝĦ§ĦÄùÄúĦĝ- Ýú- ·ăúÒăĖùÝĦŁ- ĻÝĦÙ- ;0ry- ĖÄĕĬÝĖÄĝ ù§ú§ÓÄùÄúĦ- Ħă ù§ïÄ ìĬ½ÓùÄúĦĝƕ- estimates and assumptions that affect the application of accounting policies and the reported amounts of assets §ú½òݧ¶ÝòÝĦÝÄĝƕ-Ýú·ăùÄ-§ú½-ÄŀēÄúĝÄĝƚ-ÄĖĦ§Ýú-§··ăĬúĦÝúÓ-ÄĝĦÝù§ĦÄĝ-ĬĝĽ-Ýú-ĦÙÄēĖÄē§Ė§ĦÝăúăÒ-ĦÙÄ-1ĖăĬēƴĝ-Ōú§ú·Ý§ò- ĝĦ§ĦÄùÄúĦĝ ù§Ł- ĖÄĕĬÝĖÄ ù§ú§ÓÄùÄúĦ- Ħă ù§ïÄ- §ĝĝĬùēĦÝăúĝ- ĖÄӧ˽ÝúÓ- ·ÝĖ·ĬùĝĦ§ú·Äĝ- §ú½- ÄĺÄúĦĝ- ĦÙ§Ħ- ÝúĺăòĺÄ- ·ăúĝݽÄ˧¶òÄ- Ĭú·ÄĖĦ§ÝúĦŁƚ- U§ú§ÓÄùÄúĦ ēĖÄē§ĖÄĝ- ĦÙÄĝÄ- ÄĝĦÝù§ĦÄĝ ăú- ĦÙÄ- ¶§ĝÝĝ ăÒ ē§ĝĦ- ÄŀēÄĖÝÄú·Äƕ ïúăĻú- Ò§·Ħĝƕ- ÄŀĦÄĖú§ò-·ÝĖ·ĬùĝĦ§ú·Äĝƕ-§ú½-Ėħĝăú§¶òÄ-§ĝĝĬùēĦÝăúĝƚ-·ĦĬ§ò-ĖÄĝĬòĦĝù§Ł-½ÝÒÒÄĖ-ÒĖăù-ĦÙÄĝÄ-ÄĝĦÝù§ĦÄĝƚ--

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

;úÒăĖù§ĦÝăú-§¶ăĬĦĝÝÓúÝŌ·§úĦ-§ĖħĝăÒ-ÄĝĦÝù§ĦÝăú-Ĭú·ÄĖĦ§ÝúĦŁ-§ú½-·ĖÝĦÝ·§òìĬ½ÓùÄúĦĝ-Ýú-§ēēòŁÝúÓ-§··ăĬúĦÝúÓēăòÝ·ÝÄĝ- ĦÙ§Ħ- Ù§ĺÄ- ĦÙÄ ùăĝĦ ĝÝÓúÝŌ·§úĦ- ÄÒÒÄ·Ħ ăú- ĦÙÄ- §ùăĬúĦĝ- ĖÄ·ăÓúÝĝĽ- Ýú- ĦÙÄ- Ōú§ú·Ý§ò ĝĦ§ĦÄùÄúĦĝ- Ýĝ- Ýú·òĬ½Ä½- Ýú- ĦÙÄ- following notes:

  • ࡛ VăĦÄŝ-Ʃ-;ú·ăùÄ-§ŀ-Ʀ½ÄÒÄĖĖĽ-Ħ§ŀ-§ĝĝÄĦĝƧ-Ʃ-½ÄĦÄĖùÝú§ĦÝăúăÒēĖăŌĦ-ÒăĖÄ·§ĝĦ-ĻÙÝ·Ù-ĻÝòò-¶ÄăÒÒĝÄĦ-¶Ł-·§ĖĖŁ-ÒăĖϧ˽- losses;
  • ࡛ Note 11 Intangible Assets assumptions used in valuation model.
  • ࡛ Note 21 Share-Based Payments (measurement of share-based payments) assumptions used in valuation model;
  • ࡛ Note 24 Leases determination of lease term and discount rate of lease liability; and
  • ࡛ Note 26 Contingent Liabilities probability of claims to have a material impact on the Group.

E. Changes in accounting policies

Initial application of new standards, amendments to standards and interpretations

ùÄú½ùÄúĦ-Ħă-;yŕŚƕoĖăēÄĖĦŁƕoò§úĦ-§ú½-"ĕĬÝēùÄúĦ

ÙÄùÄú½ùÄúĦ-§úúĬòĝ-ĦÙÄ-ĖÄĕĬÝĖÄùÄúĦ-¶Ł-ĻÙÝ·Ù-Ýú-ĦÙÄ-·§ò·Ĭò§ĦÝăúăÒ-·ăĝĦĝ-½ÝĖÄ·ĦòŁ-§ĦĦĖݶĬĦ§¶òÄ-Ħă-ÒÝŀĽ-§ĝĝÄĦĝƕ-ĦÙÄ- net proceeds from selling certain items that were produced while the Company tested the functioning of the asset ĝÙăĬò½-¶Ä-½Ä½Ĭ·ĦĽ-ƦĝĬ·Ù-§ĝĝ§ùēòÄĝ-ĦÙ§Ħ-ĻÄĖÄēĖă½Ĭ·Ä½-ĻÙÄú-ĦÄĝĦÝúÓ-ĦÙÄ-ÄĕĬÝēùÄúĦƧƚ-;úĝĦħ½ƕĝĬ·ÙēĖă·ÄĽĝĝÙ§òò- be recognised in profit or loss according to the relevant standards and the cost of the sold items will be measured §··ă˽ÝúÓ- Ħă- ĦÙÄ ùħĝĬĖÄùÄúĦ- ĖÄĕĬÝĖÄùÄúĦĝ ăÒ- ;y- Ŗƕ- ;úĺÄúĦăĖÝÄĝƚ- ÙÄ ùÄú½ùÄúĦ- Ýĝ- §ēēòÝĽ- ĖÄĦĖăĝēÄ·ĦÝĺÄòŁƕ- Ýú·òĬ½ÝúÓ- §ú- §ùÄú½ùÄúĦ ăÒ- ·ăùē§Ė§ĦÝĺÄ- ½§Ħ§ƕ ăúòŁ- ĻÝĦÙ- ĖÄĝēÄ·Ħ- Ħă- ÒÝŀĽ- §ĝĝÄĦ- ÝĦÄùĝ- ĦÙ§Ħ- Ù§ĺÄ- ¶ÄÄú- ¶ĖăĬÓÙĦ- Ħă- ĦÙÄ òă·§ĦÝăú- §ú½- ·ăú½ÝĦÝăú- ĖÄĕĬÝĖĽ- ÒăĖ- ĦÙÄù- Ħă ăēÄ˧ĦÄ- Ýú- ĦÙÄ ù§úúÄĖ- ÝúĦÄú½Ä½- ¶Ł ù§ú§ÓÄùÄúĦ ĝĬ¶ĝÄĕĬÄúĦ- to the earliest reporting period presented at the date of initial application of the Amendment. Application of the Amendment did not have a material effect on the financial statements.

F. Company Statements of Financial Position

ÙÄ ăùē§úŁƴĝ ĝĦ§ĦÄùÄúĦĝ ăÒ- Ōú§ú·Ý§ò ēăĝÝĦÝăú- ÒăĖ- ĦÙÄ- ŁÄ§Ėĝ- Äú½Ä½- Ä·Äù¶ÄĖ ŗŕƕ- ŖŔŖŘ- §ú½- ŖŔŖŗ- Ù§ĺÄ- ¶ÄÄú- ēĖÄē§ĖĽăú-ĦÙÄĝ§ùÄ-¶§ĝÝĝ-§ĝ-ĦÙÄ-·ăúĝăòݽ§ĦĽ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝƚ-

Note 3 - Material Accounting Policies

ÙÄ-§··ăĬúĦÝúÓēăòÝ·ÝÄĝĝÄĦăĬĦ-¶ÄòăĻ-Ù§ĺÄ-¶ÄÄú-§ēēòÝĽ-·ăúĝÝĝĦÄúĦòŁ-Ħă-§òòēÄĖÝă½ĝēĖÄĝÄúĦĽ-Ýú-ĦÙÄĝÄ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝƕ- and have been applied consistently by Group entities.

A. Business Combinations

ÙÄ- 1ĖăĬē- ÝùēòÄùÄúĦĝ- ĦÙÄ- §·ĕĬÝĝÝĦÝăúùÄĦÙă½- Ħă- §òò- ¶ĬĝÝúÄĝĝ- ·ăù¶Ýú§ĦÝăúĝƚ- ÙÄ- §·ĕĬÝĝÝĦÝăú- ½§ĦÄ- Ýĝ- ĦÙÄ- ½§ĦÄ ăú- ĻÙÝ·Ù- ĦÙÄ- §·ĕĬÝĖÄĖă¶Ħ§Ýúĝ- ·ăúĦĖăòăĺÄĖ- ĦÙÄ- §·ĕĬÝĖÄÄƚăúĦĖăò-ÄŀÝĝĦĝ-ĻÙÄú- ĦÙÄ-1ĖăĬē-Ýĝ- ÄŀēăĝĽƕăĖ-Ù§ĝ- ĖÝÓÙĦĝƕ- Ħă- ĺ§Ėݧ¶òÄ-ĖÄĦĬĖúĝ-ÒĖăù-ÝĦĝ-ÝúĺăòĺÄùÄúĦ-ĻÝĦÙ-ĦÙÄ-§·ĕĬÝĖÄÄ-§ú½-ÝĦ-Ù§ĝ-ĦÙÄ-§¶ÝòÝĦŁ-Ħă-§ÒÒÄ·Ħ-ĦÙăĝÄ-ĖÄĦĬĖúĝ-ĦÙĖăĬÓÙ-ÝĦĝēăĻÄĖ- ăĺÄĖ-ĦÙÄ-§·ĕĬÝĖÄÄƚyĬ¶ĝĦ§úĦÝĺÄ-ĖÝÓÙĦĝ-ÙÄò½-¶Ł-ĦÙÄ-1ĖăĬē-§ú½ăĦÙÄĖĝ-§ĖÄ-Ħ§ïÄú-ÝúĦă-§··ăĬúĦ-ĻÙÄú-§ĝĝÄĝĝÝúÓ-·ăúĦĖăòƚ- ÙÄ-1ĖăĬē-ĖÄ·ăÓúÝĝÄĝ-Óăă½ĻÝòò-§Ħ-§·ĕĬÝĝÝĦÝăú-§··ă˽ÝúÓ-Ħă-ĦÙÄ-Ò§ÝĖĺ§òĬÄăÒ-ĦÙÄ-·ăúĝݽÄ˧ĦÝăú-Ħ˧úĝÒÄĖĖĽòÄĝĝ-ĦÙÄúÄĦ- §ùăĬúĦăÒ-ĦÙÄ-ݽÄúĦÝŌ§¶òÄ-§ĝĝÄĦĝ-§·ĕĬÝĖĽ-§ú½-ĦÙÄòݧ¶ÝòÝĦÝÄĝ-§ĝĝĬùĽƚ-_ú-ĦÙÄ-§·ĕĬÝĝÝĦÝăú-½§ĦÄ-ĦÙÄ-1ĖăĬē-ĖÄ·ăÓúÝĝÄĝ- a contingent liability assumed in a business combination, if there is a present obligation resulting from past events and its fair value can be reliably measured. In addition, the consideration transferred includes the fair value of any ·ăúĦÝúÓÄúĦ-·ăúĝݽÄ˧ĦÝăúƚ-ÒĦÄĖ-ĦÙÄ-§·ĕĬÝĝÝĦÝăú-½§ĦÄƕ-ĦÙÄ-1ĖăĬē-ĖÄ·ăÓúÝĝÄĝ-·Ù§úÓÄĝ-Ýú-Ò§ÝĖĺ§òĬÄăÒ-ĦÙÄ-·ăúĦÝúÓÄúĦ- ·ăúĝݽÄ˧ĦÝăú-·ò§ĝĝÝŌĽ-§ĝ-§-Ōú§ú·Ý§òòݧ¶ÝòÝĦŁ-ÝúēĖăŌĦăĖòăĝĝƚ-;ú-ĦÙÄ-¶ĬĝÝúÄĝĝ-·ăù¶Ýú§ĦÝăú-ĦÙ§Ħ-Ħăăïēò§·Ä-Ýú-ŖŔŖŗ- ƦĝÄÄúăĦÄ-ŖŝƧƕ-ĦÙÄăùē§úŁ-§·ĕĬÝĖĽśŔǖăÒ-ĦÙÄ-§·ĕĬÝĖÄÄ-§ú½-ĦÙÄĝÄòòÄĖ-ĖÄ·ÄÝĺĽ-§ēĬĦăēĦÝăúăú-ĦÙÄ-ĖÄù§ÝúÝúÓŗŔǖƚ- ÙÄăùē§úŁ-ÝùēòÄùÄúĦĽ-ĦÙÄ-ƝúĦÝ·Ýē§ĦĽ-·ĕĬÝĝÝĦÝăú-UÄĦÙă½Ɲƚ-··ă˽ÝúÓòŁ-ĦÙÄăùē§úŁ-§··ăĬúĦĝ-ÒăĖŕŔŔǖăÒ- ĦÙÄ-§·ĕĬÝĖÄÄ-§ú½-½ăÄĝúăĦ-ĖÄ·ă˽úăúƪ·ăúĦĖăòòÝúÓ-ÝúĦÄĖÄĝĦƚ-ÙÄ-·ăúĝݽÄ˧ĦÝăú-§··ă˽ÝúÓ-Ħă-ĦÙÝĝùÄĦÙă½-·ăúĝÝĝĦĝăÒ- ĦÙÄ-·§ĝÙē§Ý½-§ú½-ĦÙÄēĖÄĝÄúĦĺ§òĬÄăÒ-ĦÙÄ- ÒĬĦĬĖÄē§ŁùÄúĦăÒ-ĦÙÄ- ĖÄù§ÝúÝúÓŗŔǖ-ƦƝĦÙÄoĬĦ-_ēĦÝăú-Mݧ¶ÝòÝĦŁƝƧƚ-ÙÄ- ĝĬ¶ĝÄĕĬÄúĦ-·Ù§úÓÄĝ- Ħă- ĦÙÄoĬĦ-_ēĦÝăú-Mݧ¶ÝòÝĦŁ-§ĖÄ- ĖÄ·ă˽Ľ-§ĝ-Ōú§ú·Ý§ò-ÄŀēÄúĝÄĝ-Ýú- ĦÙÄ ĝĦ§ĦÄùÄúĦăÒēĖăŌĦ-§ú½- òăĝĝƚúŁ-·§ēÝĦ§ò-·ăúĦĖݶĬĦÝăúĝ-¶Ł-ĦÙÄăĻúÄĖăÒ-ĦÙÄ-ĖÄù§ÝúÝúÓŗŔǖ-Ýĝ-ĖÄ·ă˽Ľ-§ĝ-§ú-§½½ÝĦÝăú-Ħă-ĦÙÄăùē§úŁƞĝ-ÄĕĬÝĦŁƚ

B. Foreign currency

i. Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities §Ħ-Äŀ·Ù§úÓÄ-˧ĦÄĝ-§ĝ-§Ħ-ĦÙÄ-½§ĦÄĝăÒ-ĦÙÄ-Ħ˧úĝ§·ĦÝăúĝƚ-UăúÄĦ§ĖŁ-§ĝĝÄĦĝ-§ú½òݧ¶ÝòÝĦÝÄĝ-½ÄúăùÝú§ĦĽ-Ýú-ÒăĖÄÝÓú- ·ĬĖĖÄú·ÝÄĝ- §Ħ- ĦÙÄ- ĖÄēăĖĦÝúÓ- ½§ĦÄ- §ĖÄ- ĖÄĦ˧úĝò§ĦĽ- Ħă- ĦÙÄ- ÒĬú·ĦÝăú§ò- ·ĬĖĖÄú·Ł- §Ħ- ĦÙÄ- Äŀ·Ù§úÓÄ- ˧ĦÄ- §Ħ- ĦÙ§Ħ- date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the ēÄĖÝă½ƕ-§ú½-ĦÙÄ-§ùăĖĦÝĝĽ-·ăĝĦ-Ýú-ÒăĖÄÝÓú-·ĬĖĖÄú·Ł-Ħ˧úĝò§ĦĽ-§Ħ-ĦÙÄ-Äŀ·Ù§úÓÄ-˧ĦÄ-§Ħ-ĦÙÄ-Äú½ăÒ-ĦÙÄ-ĖÄēăĖĦÝúÓ- period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated ĬĝÝúÓ-ĦÙÄ-Äŀ·Ù§úÓÄ-˧ĦÄ-§Ħ-ĦÙÄ-½§ĦÄăÒ-ĦÙÄ-Ħ˧úĝ§·ĦÝăúƚ

0ăĖÄÝÓú-·ĬĖĖÄú·Ł-½ÝÒÒÄĖÄú·Äĝ-§ĖÝĝÝúÓăú-Ħ˧úĝò§ĦÝăú-§ĖÄ-ĖÄ·ăÓúÝĝĽ-ÝúēĖăŌĦăĖòăĝĝƚ

ii. Foreign operations

The functional currency of subsidiaries is determined based on the primary economic environment in which ĦÙÄŁăēÄ˧ĦÄƚ-ÙÝĝ-½ÄĦÄĖùÝú§ĦÝăú-Ýĝ-ÝùēăĖĦ§úĦ-¶Ä·§ĬĝÄ-ÝĦ-§ÒÒÄ·Ħĝ-ĦÙÄ-Ħ˧úĝò§ĦÝăúăÒ-ĦÙÄĝĬ¶ĝݽݧĖÝÄĝƞ-Ōú§ú·Ý§ò- ĝĦ§ĦÄùÄúĦĝ- ÝúĦă- ĦÙÄ- ·ăúĝăòݽ§ĦĽ- Ōú§ú·Ý§ò ĝĦ§ĦÄùÄúĦĝ ăÒ- ĦÙÄ ē§ĖÄúĦ- ·ăùē§úŁƕ- Ýùē§·ĦÝúÓ- ĦÙÄ- ĖÄēăĖĦĽ- Ōú§ú·Ý§ò-ĖÄĝĬòĦĝ-§ú½-ĦÙÄ-½Ä·ÝĝÝăúĝăÒ-ĦÙÄ-ĬĝÄĖĝăÒ-ĦÙÄ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝƚ

ÙÄ-§ĝĝÄĦĝ-§ú½òݧ¶ÝòÝĦÝÄĝăÒy§ĖÝú-Ä·ÙúăòăÓÝÄĝ-;ú½Ý§oĖÝĺ§ĦÄ-MÝùÝĦĽ-ƦƱy§ĖÝú-;ú½Ý§ƲƧ-§ĖÄ-·ăúĝݽÄĖĽ- ÒăĖÄÝÓú- ăēÄ˧ĦÝăúĝ-§ú½-Ħ˧úĝò§ĦĽ-Ħăy-½ăòò§Ėĝ-§Ħ-Äŀ·Ù§úÓÄ-˧ĦÄĝ-§Ħ-ĦÙÄ-ĖÄēăĖĦÝúÓ-½§ĦÄƚ-ÙÄ-Ýú·ăùÄ-§ú½-ÄŀēÄúĝÄĝăÒ- ÒăĖÄÝÓúăēÄ˧ĦÝăúĝ-§ĖÄ-Ħ˧úĝò§ĦĽ-Ħăy-½ăòò§Ėĝ-§Ħ-ĦÙÄ-§ĺÄ˧ÓÄ-Äŀ·Ù§úÓÄ-˧ĦÄ-ÒăĖ-ĦÙÄēÄĖÝă½ƚ-0ăĖÄÝÓú-·ĬĖĖÄú·Ł- ½ÝÒÒÄĖÄú·Äĝ- §ĖÄ- ĖÄ·ăÓúÝĝĽ- Ýú ăĦÙÄĖ- ·ăùēĖÄÙÄúĝÝĺÄ- Ýú·ăùÄƕ- §ú½ ēĖÄĝÄúĦĽ- Ýú- ÄĕĬÝĦŁ- §ĝ- ÒăĖÄÝÓú- ·ĬĖĖÄú·Ł- translation reserve.

C. Share Capital

Dormant shares

ÙÄú ĝÙ§ĖÄ- ·§ēÝĦ§ò- ĖÄ·ăÓúÝĝĽ- §ĝ- ÄĕĬÝĦŁ- Ýĝ- ĖÄēĬĖ·Ù§ĝĽ- ¶Ł- ĦÙÄ- 1ĖăĬēƕ- ĦÙÄ- §ùăĬúĦ ăÒ- ĦÙÄ- ·ăúĝݽÄ˧ĦÝăú ē§Ý½- Ýĝ- ĖÄ·ăÓúÝĝĽ-§ĝ-§-½Ä½Ĭ·ĦÝăú-ÒĖăù-ÄĕĬÝĦŁƚrÄēĬĖ·Ù§ĝĽĝÙ§ĖÄĝ-§ĖÄ-·ò§ĝĝÝŌĽ-§ĝ-½ăĖù§úĦĝÙ§ĖÄĝƚ-ÙÄú-½ăĖù§úĦĝÙ§ĖÄĝ- §ĖÄ ĝăò½ ăĖ- ĖÄÝĝĝĬĽ ĝĬ¶ĝÄĕĬÄúĦòŁƕ- ĦÙÄ- §ùăĬúĦ- ĖÄ·ÄÝĺĽ- Ýĝ- ĖÄ·ăÓúÝĝĽ- §ĝ- §ú- Ýú·ĖħĝÄ- Ýú- ÄĕĬÝĦŁƕ- §ú½- ĦÙÄ- ĖÄĝĬòĦÝúÓ- ĝĬĖēòĬĝăú-ĦÙÄ-Ħ˧úĝ§·ĦÝăú-Ýĝ-·§ĖĖÝĽ-ĦăĝÙ§ĖÄēĖÄùÝĬùƕ-ĻÙÄĖħĝ-§-½ÄŌ·ÝĦăú-ĦÙÄ-Ħ˧úĝ§·ĦÝăú-Ýĝ-½Ä½Ĭ·ĦĽ-ÒĖăù-ĖÄĦ§ÝúĽ- earnings. The Group periodically repurchases shares as part of its management strategy, see also note 17.

D. Intangible assets

i. Know-how, intellectual property and other intangible

·ĕĬÝĖĽïúăĻƪÙăĻƕ--ÝúĦÄòòÄ·ĦĬ§òēĖăēÄĖĦŁ-§ú½ăĦÙÄĖ-ÝúĦ§úÓݶòÄ-§ĝĝÄĦĝƕ-Ýú·òĬ½ÝúÓ-Ýú-ĖÄĝēÄ·ĦăÒ-Ħ˧½Äú§ùÄĝ- and customer relationships, are stated at cost less accumulated amortisation and impairment losses.

ii. Goodwill

1ăă½ĻÝòò-ĦÙ§Ħ-§ĖÝĝÄĝ-Ĭēăú-ĦÙÄ-§·ĕĬÝĝÝĦÝăúăÒĝĬ¶ĝݽݧĖÝÄĝăĖ-§·ĦÝĺÝĦÝÄĝ-Ýĝ-Ýú·òĬ½Ä½-Ýú-ÝúĦ§úÓݶòÄ-§ĝĝÄĦĝƚ-1ăă½ĻÝòò- ĖÄēĖÄĝÄúĦĝ- ĦÙÄ- Äŀ·Äĝĝ ăÒ- ĦÙÄ- ·ăĝĦ ăÒ- ĦÙÄ- §·ĕĬÝĝÝĦÝăú ăĺÄĖ- ĦÙÄ- 1ĖăĬēƴĝ- ÝúĦÄĖÄĝĦ- Ýú- ĦÙÄ úÄĦ- Ò§ÝĖ ĺ§òĬÄ ăÒ- ĦÙÄ- ݽÄúĦÝŌ§¶òÄ-§ĝĝÄĦĝƕòݧ¶ÝòÝĦÝÄĝ-§ú½-·ăúĦÝúÓÄúĦòݧ¶ÝòÝĦÝÄĝăÒ-ĦÙÄ-§·ĕĬÝĖÄÄƚyĬ¶ĝÄĕĬÄúĦòŁƕ-Óăă½ĻÝòò-ÝĝùħĝĬĖĽ-§Ħ- ·ăĝĦòÄĝĝ-§··ĬùĬò§ĦĽ-Ýùē§ÝĖùÄúĦòăĝĝÄĝƚ-ÙÄ-1ĖăĬē-Äŀ§ùÝúÄĝ-ĦÙÄ-ĬĝÄÒĬòòÝÒÄăÒ-Óăă½ĻÝòò-§ĦòħĝĦăú·Ä-§-ŁÄ§Ė- in order to determine whether events and circumstances continue to support the decision that the intangible §ĝĝÄĦ-Ù§ĝ-§ú-Ýú½ÄŌúÝĦÄ-ĬĝÄÒĬòòÝÒÄ-§ú½-ÝĦ-ÝĝúăĦ-Ýùē§ÝĖĽƚ

iii. Research and development

"ŀēÄú½ÝĦĬĖÄĝ ăú- ĖÄĝħ˷Ù- §·ĦÝĺÝĦÝÄĝƕ- Ĭú½ÄĖĦ§ïÄú- ĻÝĦÙ- ĦÙÄ ēĖăĝēÄ·Ħ ăÒ- Ó§ÝúÝúÓ úÄĻ ĝ·ÝÄúĦÝŌ· ăĖ- ĦÄ·ÙúÝ·§ò- ïúăĻòĽÓÄ-§ú½-Ĭú½ÄĖĝĦ§ú½ÝúÓƕ-§ĖÄ-ĖÄ·ăÓúÝĝĽ-ÝúēĖăŌĦăĖòăĝĝ-ĻÙÄú-Ýú·ĬĖĖĽƚ

Development activities involve a plan or design for the production of new or substantially improved products §ú½ ēĖă·ÄĝĝÄĝƚ- ÄĺÄòăēùÄúĦ- ÄŀēÄú½ÝĦĬĖÄĝ- §ĖÄ- ·§ēÝĦ§òÝĝĽ ăúòŁ- ÝÒ- ½ÄĺÄòăēùÄúĦ- ·ăĝĦĝ- ·§ú- ¶Ä ùħĝĬĖĽ- ĖÄòݧ¶òŁƕ- ĦÙÄ ēĖă½Ĭ·Ħ ăĖ ēĖă·Äĝĝ- Ýĝ- ĦÄ·ÙúÝ·§òòŁ- §ú½- ·ăùùÄĖ·Ý§òòŁ- ÒħĝݶòÄƕ- ÒĬĦĬĖÄ- Ä·ăúăùÝ·- ¶ÄúÄŌĦĝ- §ĖÄ- ēĖă¶§¶òÄƕ-§ú½-ĦÙÄ-1ĖăĬē-Ù§ĝ-ĦÙÄ-ÝúĦÄúĦÝăú-§ú½ĝĬÒŌ·ÝÄúĦ-ĖÄĝăĬĖ·Äĝ-Ħă-·ăùēòÄĦÄ-½ÄĺÄòăēùÄúĦ-§ú½-Ħă-ĬĝÄăĖ- ĝÄòò-ĦÙÄ-§ĝĝÄĦƚ-"ŀēÄú½ÝĦĬĖÄĝ-·§ēÝĦ§òÝĝĽ-Ýú·òĬ½Ä-ĦÙÄ-·ăĝĦăÒù§ĦÄĖݧòĝƕ-½ÝĖÄ·Ħò§¶ăĬĖ-§ú½ăĺÄĖÙħ½-·ăĝĦĝ-ĦÙ§Ħ- §ĖÄ- ½ÝĖÄ·ĦòŁ- §ĦĦĖݶĬĦ§¶òÄ- Ħă ēĖÄē§ĖÝúÓ- ĦÙÄ- §ĝĝÄĦ- ÒăĖ- ÝĦĝ- ÝúĦÄú½Ä½- ĬĝÄƚ- _ĦÙÄĖ- ½ÄĺÄòăēùÄúĦ- ÄŀēÄú½ÝĦĬĖÄĝ- §ĖÄ- ĖÄ·ăÓúÝĝĽ-ÝúēĖăŌĦăĖòăĝĝ-§ĝ-Ýú·ĬĖĖĽƚ

§ēÝĦ§òÝĝĽ-½ÄĺÄòăēùÄúĦ-ÄŀēÄú½ÝĦĬĖÄĝ-§ĖÄùħĝĬĖĽ-§Ħ-·ăĝĦòÄĝĝ-§··ĬùĬò§ĦĽ-§ùăĖĦÝĝ§ĦÝăú-§ú½-§··ĬùĬò§ĦĽ- impairment losses, during the respective reporting periods.

iv. Subsequent expenditure

yĬ¶ĝÄĕĬÄúĦ-ÄŀēÄú½ÝĦĬĖÄĝ-§ĖÄ-·§ēÝĦ§òÝĝĽăúòŁ-ĻÙÄú-ÝĦ-Ýú·ĖħĝÄĝ-ĦÙÄ-ÒĬĦĬĖÄ-Ä·ăúăùÝ·-¶ÄúÄŌĦĝ-Äù¶ă½ÝĽ-Ýú- ĦÙÄĝēÄ·ÝŌ·-§ĝĝÄĦ-Ħă-ĻÙÝ·Ù-ÝĦ-ĖÄò§ĦÄĝƚòòăĦÙÄĖ-ÄŀēÄú½ÝĦĬĖÄĝƕ-Ýú·òĬ½ÝúÓ-ÄŀēÄú½ÝĦĬĖÄĝăú-ÝúĦÄĖú§òòŁ-ÓÄúÄ˧ĦĽ- Óăă½ĻÝòò-§ú½-¶Ė§ú½ĝƕ-§ĖÄ-ĖÄ·ăÓúÝĝĽ-ÝúēĖăŌĦăĖòăĝĝ-§ĝ-Ýú·ĬĖĖĽƚ

v. Amortisation

Amortisation is a systematic allocation of the amortisable amount of an asset over its useful life. The amortisable amount is the cost of the asset less its residual value.

ùăĖĦÝĝ§ĦÝăú-Ýĝ-ĖÄ·ăÓúÝĝĽ-ÝúēĖăŌĦăĖòăĝĝăú-§ĝĦ˧ÝÓÙĦƪòÝúÄ-¶§ĝÝĝăĺÄĖ-ĦÙÄ-ÄĝĦÝù§ĦĽ-ĬĝÄÒĬòòÝĺÄĝăÒ-ÝúĦ§úÓݶòÄ- §ĝĝÄĦĝƕ-ÒĖăù-ĦÙÄ-½§ĦÄ-ĦÙÄŁ-§ĖÄ-§ĺ§Ýò§¶òÄ-ÒăĖ-ĬĝÄƕĝÝú·Ä-ĦÙÝĝùÄĦÙă½ùăĝĦ-·òăĝÄòŁ-ĖÄōÄ·Ħĝ-ĦÙÄ-ÄŀēÄ·ĦĽē§ĦĦÄĖú- ăÒ- ·ăúĝĬùēĦÝăú ăÒ- ĦÙÄ- ÒĬĦĬĖÄ- Ä·ăúăùÝ·- ¶ÄúÄŌĦĝ- Äù¶ă½ÝĽ- Ýú- ĦÙÄ- §ĝĝÄĦƚ- 1ăă½ĻÝòò- Ýĝ úăĦ ĝŁĝĦÄù§ĦÝ·§òòŁ- amortised but is tested for impairment at least once a year.

Internally generated intangible assets are not systematically amortised until they are available for use, ùħúÝúÓ-§ĖÄ-¶ĖăĬÓÙĦ-Ħă-ĦÙÄ-ĻăĖïÝúÓ-·ăú½ÝĦÝăú-ÒăĖ-ĦÙÄÝĖ-ÝúĦÄú½Ä½-ĬĝÄƚ-··ă˽ÝúÓòŁƕ-ĦÙÄĝÄ-ÝúĦ§úÓݶòÄ-§ĝĝÄĦĝƕ- such as development costs, are tested for impairment at least once a year, until such date as they are available for use.

ÙÄ-ÄĝĦÝù§ĦĽ-ĬĝÄÒĬòòÝĺÄĝ-ÒăĖ-ĦÙÄ-·ĬĖĖÄúĦ-§ú½-·ăùē§Ė§ĦÝĺÄēÄĖÝă½ĝ-§ĖÄ-§ēēĖăŀÝù§ĦÄòŁ-§ĝ-ÒăòòăĻĝƔ



·ĕĬÝĖĽ
ïúăĻƪÙăĻ
§ú½
ÝúĦÄòòÄ·ĦĬ§ò
ēĖăēÄĖĦŁ


Capitalised development costs
Trade names
ŚƪŜ
ŁÄ§Ėĝ
6 years
5 years
Customer relationships 8 years

ùăĖĦÝĝ§ĦÝăúùÄĦÙă½ĝƕ-ĬĝÄÒĬòòÝĺÄĝ-§ú½-ĖÄĝݽĬ§òĺ§òĬÄĝ-§ĖÄ-ĖÄĺÝÄĻĽ-§Ħħ·Ù-Ōú§ú·Ý§ò-ŁÄ§ĖƪÄú½-§ú½-§½ìĬĝĦĽƕ- if appropriate.

Note 3 - Material Accounting Policies (cont'd)

E. Inventories

Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling ēĖÝ·Ä- Ýú- ĦÙÄ ă˽Ýú§ĖŁ- ·ăĬĖĝÄ ăÒ- ¶ĬĝÝúÄĝĝƕ òÄĝĝ- ĦÙÄ- ÄĝĦÝù§ĦĽ- ·ăĝĦĝ ăÒ- ·ăùēòÄĦÝăú- §ú½ ĝÄòòÝúÓ- ÄŀēÄúĝÄĝƚ- ÙÄ- ·ăĝĦ- ăÒ- ÝúĺÄúĦăĖÝÄĝ- Ýĝ- ·§ò·Ĭò§ĦĽ- ¶§ĝĽ ăú- ĦÙÄùăĺÝúÓ- §ĺÄ˧ÓÄ- ·ăĝĦÝúÓùÄĦÙă½- §ú½- Ýú·òĬ½Äĝ- ÄŀēÄú½ÝĦĬĖÄĝ- Ýú·ĬĖĖĽ- Ýú- §·ĕĬÝĖÝúÓ-ĦÙÄ-ÝúĺÄúĦăĖÝÄĝ-§ú½-¶ĖÝúÓÝúÓ-ĦÙÄù-Ħă-ĦÙÄÝĖ-ÄŀÝĝĦÝúÓòă·§ĦÝăú-§ú½-·ăú½ÝĦÝăúĝƚ-;ú-ĦÙÄ-·§ĝÄăÒù§úĬÒ§·ĦĬĖĽ- ÝúĺÄúĦăĖÝÄĝ- §ú½- ĻăĖïƪÝúƪēĖăÓĖÄĝĝƕ- ·ăĝĦ- Ýú·òĬ½Äĝ- §ú- §ēēĖăēĖݧĦÄ ĝÙ§ĖÄ ăÒ ăĺÄĖÙħ½- ¶§ĝĽ ăú úăĖù§ò ăēÄ˧ĦÝúÓ- capacity. Inventories are written-down for estimated obsolescence, based on assumptions about future demand §ú½ù§ĖïÄĦ-·ăú½ÝĦÝăúĝƚ

F. Impairment

Ýƚ- Văúƪ½ÄĖÝĺ§ĦÝĺÄ-Ōú§ú·Ý§ò-§ĝĝÄĦĝ-

Financial assets, contract assets and lease receivables

ÙÄ-1ĖăĬē-ĖÄ·ăÓúÝĝÄĝ-§ēĖăĺÝĝÝăú-ÒăĖ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝ-Ýú-ĖÄĝēÄ·ĦăÒ-Ōú§ú·Ý§ò-§ĝĝÄĦĝ-§Ħ-§ùăĖĦÝĝĽ-·ăĝĦƚ- ÙÄ-1ĖăĬē-Ù§ĝ-ÄòÄ·ĦĽ-ĦăùħĝĬĖÄ-ĦÙÄēĖăĺÝĝÝăú-ÒăĖ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝ-Ýú-ĖÄĝēÄ·ĦăÒ-Ħ˧½Ä-ĖÄ·ÄÝĺ§¶òÄĝ-§Ħ- §ú-§ùăĬúĦ-ÄĕĬ§ò-Ħă-ĦÙÄ-ÒĬòòòÝÒÄĦÝùÄ-·ĖĽÝĦòăĝĝÄĝăÒ-ĦÙÄ-ÝúĝĦĖĬùÄúĦƚ

ÝĦÙ-ĖÄĝēÄ·Ħ-ĦăăĦÙÄĖ-½Ä¶Ħ-§ĝĝÄĦĝƕ-ĦÙÄ-1ĖăĬēùħĝĬĖÄĝ-ĦÙÄēĖăĺÝĝÝăú-ÒăĖ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝ-§Ħ-§ú-§ùăĬúĦ- ÄĕĬ§ò-Ħă-ĦÙÄ-ÒĬòòòÝÒÄĦÝùÄ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝƕăĦÙÄĖ-ĦÙ§ú-ĦÙÄēĖăĺÝĝÝăúĝ-ÙÄĖÄĬú½ÄĖ-ĦÙ§Ħ-§ĖÄùħĝĬĖĽ-§Ħ-§ú- §ùăĬúĦ-ÄĕĬ§ò-Ħă-ĦÙÄŕŖƪùăúĦÙ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝƔ

  • ࡛1/2 ĶĦ-ÝúĝĦĖĬùÄúĦĝ-ĦÙ§Ħ-§ĖÄ-½ÄĦÄĖùÝúĽ-Ħă-Ù§ĺÄòăĻ-·ĖĽÝĦ-ĖÝĝï-§Ħ-ĦÙÄ-ĖÄēăĖĦÝúÓ-½§ĦÄƟ-§ú½
  • ࡛ ăĦÙÄĖ-½Ä¶Ħ-ÝúĝĦĖĬùÄúĦĝ- §ú½-½ÄēăĝÝĦĝƕ- ÒăĖ-ĻÙÝ·Ù- ·ĖĽÝĦ- ĖÝĝï-Ù§ĝúăĦ-Ýú·ĖħĝĽ ĝÝÓúÝÒÝ·§úĦòŁ ĝÝú·Ä-ÝúÝĦݧò- recognition.

ÙÄú- ½ÄĦÄĖùÝúÝúÓ- ĻÙÄĦÙÄĖ- ĦÙÄ- ·ĖĽÝĦ- ĖÝĝï ăÒ- §- ÒÝú§ú·Ý§ò- §ĝĝÄĦ- Ù§ĝ- Ýú·ĖħĝĽ ĝÝÓúÝÒÝ·§úĦòŁ ĝÝú·Ä- ÝúÝĦݧò- ĖÄ·ăÓúÝĦÝăúƕ-§ú½-ĻÙÄú-ÄĝĦÝù§ĦÝúÓ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝƕ-ĦÙÄ-1ĖăĬē-·ăúĝݽÄĖĝ-Ėħĝăú§¶òÄ-§ú½ĝĬēēăĖĦ§¶òÄ- ÝúÒăĖù§ĦÝăú-ĦÙ§Ħ-Ýĝ-ĖÄòÄĺ§úĦ-§ú½-§ĺ§Ýò§¶òÄ-ĻÝĦÙúă-Ĭú½ĬÄ-·ăĝĦăĖ-ÄÒÒăĖĦƚyĬ·Ù-ÝúÒăĖù§ĦÝăú-Ýú·òĬ½ÄĝĕĬ§úĦÝĦ§ĦÝĺÄ- §ú½ ĕĬ§òÝĦ§ĦÝĺÄ- ÝúÒăĖù§ĦÝăúƕ- §ú½- §ú- §ú§òŁĝÝĝƕ- ¶§ĝĽ ăú- ĦÙÄ- 1ĖăĬēƴĝ ē§ĝĦ- ÄŀēÄĖÝÄú·Ä- §ú½- ÝúÒăĖùĽ- ·ĖĽÝĦ- §ĝĝÄĝĝùÄúĦƕ- §ú½- ÝĦ- Ýú·òĬ½Äĝ- ÒăĖϧ˽ òăăïÝúÓ- ÝúÒăĖù§ĦÝăúƚ- ÙÄ- 1ĖăĬē- ·ăúĝݽÄĖĝ- §- ÒÝú§ú·Ý§ò- §ĝĝÄĦ- Ħă- ¶Ä- Ýú- ½ÄÒ§ĬòĦ-ĻÙÄú-ĦÙÄ-¶ăĖĖăĻÄĖ-Ýĝ-ĬúòÝïÄòŁ-Ħăē§Ł-ÝĦĝ-·ĖĽÝĦă¶òÝÓ§ĦÝăúĝ-Ħă-ĦÙÄ-1ĖăĬē-Ýú-ÒĬòòƚ

Measurement of expected credit losses

"ŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝ-§ĖÄ-§ēĖă¶§¶ÝòÝĦŁƪĻÄÝÓÙĦĽ-ÄĝĦÝù§ĦÄăÒ-·ĖĽÝĦòăĝĝÄĝƚ-ĖĽÝĦòăĝĝÄĝ-§ĖÄùħĝĬĖĽ-§ĝ- ĦÙÄēĖÄĝÄúĦĺ§òĬÄăÒ-ĦÙÄ-½ÝÒÒÄĖÄú·Ä-¶ÄĦĻÄÄú-ĦÙÄ-·§ĝÙōăĻĝ-½ĬÄ-Ħă-ĦÙÄ-1ĖăĬē-Ýú-§··ă˽§ú·Ä-ĻÝĦÙ-ĦÙÄ-·ăúĦ˧·Ħ- §ú½-ĦÙÄ-·§ĝÙōăĻĝ-ĦÙ§Ħ-ĦÙÄ-1ĖăĬē-ÄŀēÄ·Ħĝ-Ħă-ĖÄ·ÄÝĺÄƚ-"ŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝ-§ĖÄ-½Ýĝ·ăĬúĦĽ-§Ħ-ĦÙÄ-ÄÒÒÄ·ĦÝĺÄ- ÝúĦÄĖÄĝĦ-˧ĦÄăÒ-ĦÙÄ-Ōú§ú·Ý§ò-§ĝĝÄĦƚ

oĖÄĝÄúĦ§ĦÝăúăÒēĖăĺÝĝÝăú-ÒăĖ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝ-Ýú-ĦÙÄĝĦ§ĦÄùÄúĦăÒ-Ōú§ú·Ý§òēăĝÝĦÝăú

oĖăĺÝĝÝăúĝ-ÒăĖ-ÄŀēÄ·ĦĽ-·ĖĽÝĦòăĝĝÄĝăÒ-Ōú§ú·Ý§ò-§ĝĝÄĦĝùħĝĬĖĽ-§Ħ-§ùăĖĦÝĝĽ-·ăĝĦ-§ĖÄ-½Ä½Ĭ·ĦĽ-ÒĖăù-ĦÙÄ- ÓĖăĝĝ-·§ĖĖŁÝúÓ-§ùăĬúĦăÒ-ĦÙÄ-Ōú§ú·Ý§ò-§ĝĝÄĦĝƚ

Write-off

ÙÄ- ÓĖăĝĝ- ·§ĖĖŁÝúÓ- §ùăĬúĦ ăÒ- §- Ōú§ú·Ý§ò- §ĝĝÄĦ- Ýĝ- ĻĖÝĦĦÄú ăÒÒ- ĻÙÄú- ĦÙÄ- 1ĖăĬē- ½ăÄĝ úăĦ- Ù§ĺÄ- Ėħĝăú§¶òÄ- ÄŀēÄ·Ħ§ĦÝăúĝăÒ-ĖÄ·ăĺÄĖÝúÓ-§-Ōú§ú·Ý§ò-§ĝĝÄĦ-§Ħ-ÝĦĝ-ÄúĦÝĖÄĦŁăĖ-§ēăĖĦÝăú-ĦÙÄĖÄăÒƚ-ÙÝĝ-Ýĝ-ĬĝĬ§òòŁ-ĦÙÄ-·§ĝÄ-ĻÙÄú- ĦÙÄ-1ĖăĬē-½ÄĦÄĖùÝúÄĝ-ĦÙ§Ħ-ĦÙÄ-½Ä¶ĦăĖ-½ăÄĝúăĦ-Ù§ĺÄ-§ĝĝÄĦĝăĖĝăĬĖ·ÄĝăÒ-Ýú·ăùÄ-ĦÙ§Ħù§Ł-ÓÄúÄ˧ĦÄĝĬÒŌ·ÝÄúĦ- ·§ĝÙōăĻĝ-ÒăĖē§ŁÝúÓ-ĦÙÄ-§ùăĬúĦĝ-¶ÄÝúÓ-ĻĖÝĦĦÄúăÒÒƚ-7ăĻÄĺÄĖƕ-Ōú§ú·Ý§ò-§ĝĝÄĦĝ-ĦÙ§Ħ-§ĖÄ-ĻĖÝĦĦÄúăÒÒ-·ăĬò½ĝĦÝòò- be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due. Write-off constitutes a de- recognition event.

ÝÝƚ- VăúƪŌú§ú·Ý§ò-§ĝĝÄĦĝ

ÙÄ-·§ĖĖŁÝúÓ-§ùăĬúĦĝăÒ- ĦÙÄ-1ĖăĬēƴĝúăúƪŌú§ú·Ý§ò-§ĝĝÄĦĝƕăĦÙÄĖ-ĦÙ§ú-ÝúĺÄúĦăĖÝÄĝ-§ú½-½ÄÒÄĖĖĽ- Ħ§ŀ-§ĝĝÄĦĝƕ- are reviewed at each reporting date to determine whether there is any indication of impairment. If any such Ýú½Ý·§ĦÝăú-ÄŀÝĝĦĝƕ-ĦÙÄú-ĦÙÄ-§ĝĝÄĦĝ-ĖÄ·ăĺÄ˧¶òÄ-§ùăĬúĦ-Ýĝ-ÄĝĦÝù§ĦĽƚ-0ăĖ-ĦÙÄēĬĖēăĝÄăÒ-Ýùē§ÝĖùÄúĦ-ĦÄĝĦÝúÓƕ- assets that cannot be tested individually are grouped together into the smallest group of assets that ÓÄúÄ˧ĦÄĝ-·§ĝÙ-ÝúōăĻĝ-ÒĖăù-·ăúĦÝúĬÝúÓ-ĬĝÄ-ĦÙ§Ħ-§ĖÄò§ĖÓÄòŁ-Ýú½ÄēÄú½ÄúĦăÒ-ĦÙÄ-·§ĝÙ-ÝúōăĻĝăÒăĦÙÄĖ-§ĝĝÄĦĝ- ăĖ-ÓĖăĬēĝăÒ-§ĝĝÄĦĝ-ƦĦÙÄ-Ʊ·§ĝÙƪÓÄúÄ˧ĦÝúÓ-ĬúÝĦƲƕăĖ-Ʊ1ƲƧƚ-ÙÄ-1ĖăĬē-ÄĝĦÝù§ĦÄĝ-ĦÙÄ-ĖÄ·ăĺÄ˧¶òÄ-§ùăĬúĦăÒ-§- CGU that contains goodwill and other intangible assets that are not yet available for use, on an annual basis, ăĖùăĖÄ-ÒĖÄĕĬÄúĦòŁ-ÝÒ-ĦÙÄĖÄ-§ĖÄ-Ýú½Ý·§ĦÝăúĝăÒ-Ýùē§ÝĖùÄúĦƚ

F. Impairment (cont'd)

ÝÝƚ- VăúƪŌú§ú·Ý§ò-§ĝĝÄĦĝ-(cont'd)

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value òÄĝĝ-·ăĝĦĝ-ĦăĝÄòòƚ-;ú-§ĝĝÄĝĝÝúÓĺ§òĬÄ-Ýú-ĬĝÄƕ-ĦÙÄ-ÄĝĦÝù§ĦĽ-ÒĬĦĬĖÄ-·§ĝÙōăĻĝ-§ĖÄ-½Ýĝ·ăĬúĦĽ-Ħă-ĦÙÄÝĖēĖÄĝÄúĦ- ĺ§òĬÄ-ĬĝÝúÓ-§ēĖÄƪĦ§ŀ-½Ýĝ·ăĬúĦ-˧ĦÄ-ĦÙ§Ħ-ĖÄōÄ·ĦĝăÒ-ĦÙÄ-§ĝĝÄĝĝùÄúĦăÒù§ĖïÄĦē§ĖĦÝ·Ýē§úĦĝ-ĖÄӧ˽ÝúÓ-ĦÙÄ-ĦÝùÄ- ĺ§òĬÄăÒùăúÄŁ-§ú½-ĦÙÄ-ĖÝĝïĝĝēÄ·ÝŌ·-Ħă-ĦÙÄ-§ĝĝÄĦăĖ-·§ĝÙ-ÓÄúÄ˧ĦÝúÓ-ĬúÝĦƕ-ÒăĖ-ĻÙÝ·Ù-ĦÙÄ-ÄĝĦÝù§ĦĽ-ÒĬĦĬĖÄ-·§ĝÙ- ōăĻĝ-ÒĖăù-ĦÙÄ-§ĝĝÄĦăĖ-·§ĝÙ-ÓÄúÄ˧ĦÝúÓ-ĬúÝĦ-ĻÄĖÄúăĦ-§½ìĬĝĦĽƚ

Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which Óăă½ĻÝòò-Ù§ĝ-¶ÄÄú-§òòă·§ĦĽ-§ĖÄ-§ÓÓĖÄÓ§ĦĽĝă-ĦÙ§Ħ-ĦÙÄòÄĺÄò-§Ħ-ĻÙÝ·Ù-Ýùē§ÝĖùÄúĦ-Ýĝ-ĦÄĝĦĽ-ĖÄōÄ·Ħĝ-ĦÙÄòăĻÄĝĦ- òÄĺÄò- §Ħ- ĻÙÝ·Ù- Óăă½ĻÝòò- Ýĝ ùăúÝĦăĖĽ- ÒăĖ- ÝúĦÄĖú§ò- ĖÄēăĖĦÝúÓ ēĬĖēăĝÄĝƚ- ÙÄ- Óăă½ĻÝòò- §·ĕĬÝĖĽ- Ýú- §- ¶ĬĝÝúÄĝĝ- ·ăù¶Ýú§ĦÝăúƕ-ÒăĖ-ĦÙÄēĬĖēăĝÄăÒ-Ýùē§ÝĖùÄúĦ-ĦÄĝĦÝúÓƕ-Ýĝ-§òòă·§ĦĽ-Ħă-·§ĝÙƪÓÄúÄ˧ĦÝúÓ-ĬúÝĦĝ-ĦÙ§Ħ-§ĖÄ-ÄŀēÄ·ĦĽ- Ħă-¶ÄúÄŌĦ-ÒĖăù-ĦÙÄĝŁúÄĖÓÝÄĝăÒ-ĦÙÄ-·ăù¶Ýú§ĦÝăúƚ

ú- Ýùē§ÝĖùÄúĦ òăĝĝ- Ýĝ- ĖÄ·ăÓúÝĝĽ- ÝÒ- ĦÙÄ- ·§ĖĖŁÝúÓ- §ùăĬúĦ ăÒ- §ú- §ĝĝÄĦ ăĖ- ÝĦĝ- ·§ĝÙƪÓÄúÄ˧ĦÝúÓ- ĬúÝĦ- Äŀ·ÄĽĝ- ÝĦĝ- ÄĝĦÝù§ĦĽ- ĖÄ·ăĺÄ˧¶òÄ- §ùăĬúĦƚ- ;ùē§ÝĖùÄúĦ òăĝĝÄĝ- §ĖÄ- ĖÄ·ăÓúÝĝĽ- Ýú ēĖăŌĦ ăĖ òăĝĝƚ- ;ùē§ÝĖùÄúĦ òăĝĝÄĝ- ĖÄ·ăÓúÝĝĽ-Ýú-ĖÄĝēÄ·ĦăÒ-1ĝ-ĦÙ§Ħ-Ýú·òĬ½Ä½-Óăă½ĻÝòò-§ĖÄ-§òòă·§ĦĽ-ŌĖĝĦ-Ħă-ĖĽĬ·Ä-ĦÙÄ-·§ĖĖŁÝúÓ-§ùăĬúĦăÒ-§úŁ- goodwill allocated to the units and then to reduce the carrying amounts of other assets in the unit (group of units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed.

In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date ÒăĖ-§úŁ-Ýú½Ý·§ĦÝăúĝ-ĦÙ§Ħ-ĦÙÄòăĝĝ-Ù§ĝ-½Ä·ĖħĝĽăĖúăòăúÓÄĖ-ÄŀÝĝĦĝƚú-Ýùē§ÝĖùÄúĦòăĝĝ-Ýĝ-ĖÄĺÄĖĝĽ-ÝÒ-ĦÙÄĖÄ-Ù§ĝ- been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed ăúòŁ- Ħă- ĦÙÄ-ÄŀĦÄúĦ- ĦÙ§Ħ- ĦÙÄ-§ĝĝÄĦƴĝ-·§ĖĖŁÝúÓ-§ùăĬúĦ-½ăÄĝúăĦ-Äŀ·ÄĽ- ĦÙÄ-·§ĖĖŁÝúÓ-§ùăĬúĦ- ĦÙ§Ħ-ĻăĬò½-Ù§ĺÄ- been determined, net of depreciation or amortisation, if no impairment loss had been recognized

G. Share- based payment transactions

The grant date fair value of share-based payment awards granted to employees and directors are recognised as an ÄŀēÄúĝÄƕ-ĻÝĦÙ-§-·ăĖĖÄĝēăú½ÝúÓ-Ýú·ĖħĝÄ-Ýú-ÄĕĬÝĦŁƕăĺÄĖ-ĦÙÄēÄĖÝă½-ĦÙ§Ħ-ĦÙÄ-Ó˧úĦÄÄ-Ĭú·ăú½ÝĦÝăú§òòŁ-¶Ä·ăùÄ-ÄúĦÝĦòĽ- Ħă-ĦÙÄ-§Ļ§Ė½ĝƚ-ÙÄ-§ùăĬúĦ-ĖÄ·ăÓúÝĝĽ-§ĝ-§ú-ÄŀēÄúĝÄ-Ýú-ĖÄĝēÄ·ĦăÒĝÙ§ĖÄƪ¶§ĝĽē§ŁùÄúĦ-§Ļ§Ė½ĝ-ĦÙ§Ħ-§ĖÄ-·ăú½ÝĦÝăú§ò- ĬēăúùÄÄĦÝúÓĝÄĖĺÝ·Ä-§ú½úăúƪù§ĖïÄĦēÄĖÒăĖù§ú·Ä-·ăú½ÝĦÝăúĝ-Ýĝ-§½ìĬĝĦĽ-Ħă-ĖÄÒòÄ·Ħ-ĦÙÄúĬù¶ÄĖăÒ-§Ļ§Ė½ĝ-ĦÙ§Ħ-§ĖÄ- ÄŀēÄ·ĦĽ-ĦăĺÄĝĦƕĝĬ·Ù-ĦÙ§Ħ-ĦÙÄ-§ùăĬúĦ-ĬòĦÝù§ĦÄòŁ-ĖÄ·ăÓúÝĝĽ-§ĝ-§ú-ÄŀēÄúĝÄ-Ýĝ-¶§ĝĽăú-ĦÙÄúĬù¶ÄĖăÒ-§Ļ§Ė½ĝ-ĦÙ§Ħ- ½ăùÄÄĦ-ĦÙÄ-ĖÄò§ĦĽĝÄĖĺÝ·Ä-§ú½úăúƪù§ĖïÄĦēÄĖÒăĖù§ú·Ä-·ăú½ÝĦÝăúĝ-§Ħ-ĦÙÄĺÄĝĦÝúÓ-½§ĦÄƚ-0ăĖĝÙ§ĖÄƪ¶§ĝĽē§ŁùÄúĦ- §Ļ§Ė½ĝ-ĻÝĦÙù§ĖïÄĦēÄĖÒăĖù§ú·ÄĺÄĝĦÝúÓ-·ăú½ÝĦÝăúĝƕ-ĦÙÄ-Ó˧úĦ-½§ĦÄ-Ò§ÝĖĺ§òĬÄăÒ-ĦÙÄĝÙ§ĖÄƪ¶§ĝĽē§ŁùÄúĦ-§Ļ§Ė½ĝ- ÝĝùħĝĬĖĽ- Ħă- ĖÄÒòÄ·Ħ ĝĬ·Ù- ·ăú½ÝĦÝăúĝƕ-§ú½- ĦÙÄĖÄÒăĖÄ- ĦÙÄ-1ĖăĬē- ĖÄ·ăÓúÝĝÄĝ- §ú- ÄŀēÄúĝÄ-Ýú- ĖÄĝēÄ·ĦăÒ- ĦÙÄ- §Ļ§Ė½ĝ- whether or not the conditions have been met.

H. Revenue

Initial recognition and measurement of revenue

The Group recognises revenue when the customer obtains control over the promised goods or services. The revenue ÝĝùħĝĬĖĽ-§··ă˽ÝúÓ-Ħă-ĦÙÄ-§ùăĬúĦăÒ-ĦÙÄ-·ăúĝݽÄ˧ĦÝăú-Ħă-ĻÙÝ·Ù-ĦÙÄ-1ĖăĬē-ÄŀēÄ·Ħĝ-Ħă-¶Ä-ÄúĦÝĦòĽ-Ýú-Äŀ·Ù§úÓÄ-ÒăĖ- the goods or services promised to the customer, other than amounts collected for third parties.

Identifying the contract

The Group accounts for a contract with a customer only when the following conditions are met:

  • ࡛ the parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them;
  • ࡛ the Group can identify the rights of each party in relation to the goods or services that will be transferred;
  • ࡛ the Group can identify the payment terms for the goods or services that will be transferred;
  • ࡛ ĦÙÄ-·ăúĦ˧·Ħ-Ù§ĝ-§-·ăùùÄĖ·Ý§òĝĬ¶ĝĦ§ú·Ä-ƦÝƚÄƚ-ĦÙÄ-ĖÝĝïƕ-ĦÝùÝúÓ-§ú½-§ùăĬúĦăÒ-ĦÙÄ-ÄúĦÝĦŁƴĝ-ÒĬĦĬĖÄ-·§ĝÙōăĻĝ-§ĖÄ- ÄŀēÄ·ĦĽ-Ħă-·Ù§úÓÄ-§ĝ-§-ĖÄĝĬòĦăÒ-ĦÙÄ-·ăúĦ˧·ĦƧƟ-§ú½
  • ࡛ ÝĦ-ÝĝēĖă¶§¶òÄ- ĦÙ§Ħ- ĦÙÄ- ·ăúĝݽÄ˧ĦÝăúƕ- Ħă-ĻÙÝ·Ù- ĦÙÄ-1ĖăĬē-Ýĝ-ÄúĦÝĦòĽ- Ħă-Ýú-Äŀ·Ù§úÓÄ- ÒăĖ- ĦÙÄ-Óăă½ĝăĖ ĝÄĖĺÝ·Äĝ- Ħ˧úĝÒÄĖĖĽ-Ħă-ĦÙÄ-·ĬĝĦăùÄĖƕ-ĻÝòò-¶Ä-·ăòòÄ·ĦĽƚ-0ăĖ-ĦÙÝĝēĬĖēăĝÄ-ĦÙÄ-1ĖăĬē-Äŀ§ùÝúÄĝƕē§ĝĦ-ÄŀēÄĖÝÄú·Ä-ĻÝĦÙ-ĦÙÄ- customer.

If a contract with a customer does not meet all of the above criteria, consideration received from the customer is recognised as a liability until the criteria are met or when one of the following events occurs: the Group has no remaining obligations to transfer goods or services to the customer and any consideration promised by the customer has been received and cannot be returned; or the contract has been terminated and the consideration received from the customer cannot be refunded.

H. Revenue (cont'd)

Identifying performance obligations

On the contract's inception date the Group assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer one of the following:

  • ࡛ goods or services (or a bundle of goods or services) that are distinct; or
  • ࡛ a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer.

The Group identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Group's promise to transfer the goods or services to the customer is separately identifiable from other promises in the ·ăúĦ˧·Ħƚ-;úă˽ÄĖ-Ħă-Äŀ§ùÝúÄ-ĻÙÄĦÙÄĖ-§ēĖăùÝĝÄ-Ħă-Ħ˧úĝÒÄĖ-Óăă½ĝăĖĝÄĖĺÝ·Äĝ-ÝĝĝÄē§Ė§ĦÄòŁ-ݽÄúĦÝÒݧ¶òÄƕ-ĦÙÄ-1ĖăĬē- Äŀ§ùÝúÄĝ- ĻÙÄĦÙÄĖ- ÝĦ- Ýĝ ēĖăĺݽÝúÓ- § ĝÝÓúÝÒÝ·§úĦ ĝÄĖĺÝ·Ä ăÒ- ÝúĦÄÓ˧ĦÝúÓ- ĦÙÄ- Óăă½ĝ ăĖ ĝÄĖĺÝ·Äĝ- ĻÝĦÙ ăĦÙÄĖ- Óăă½ĝ ăĖ- services promised in the contract into one integrated outcome that is the purpose of the contract.

Determining the transaction price

ÙÄ-Ħ˧úĝ§·ĦÝăúēĖÝ·Ä-Ýĝ-ĦÙÄ-§ùăĬúĦăÒ-ĦÙÄ-·ăúĝݽÄ˧ĦÝăú-Ħă-ĻÙÝ·Ù-ĦÙÄ-1ĖăĬē-ÄŀēÄ·Ħĝ-Ħă-¶Ä-ÄúĦÝĦòĽ-Ýú-Äŀ·Ù§úÓÄ-ÒăĖ- ĦÙÄ-Óăă½ĝăĖĝÄĖĺÝ·ÄĝēĖăùÝĝĽ-Ħă-ĦÙÄ-·ĬĝĦăùÄĖƕăĦÙÄĖ-ĦÙ§ú-§ùăĬúĦĝ-·ăòòÄ·ĦĽ-ÒăĖ-ĦÙÝ˽ē§ĖĦÝÄĝƚ-ÙÄ-1ĖăĬē-Ħ§ïÄĝ-ÝúĦă- account the effects of all the following elements when determining the transaction price: variable consideration, the ÄŀÝĝĦÄú·ÄăÒ-§ĝÝÓúÝÒÝ·§úĦ-ÒÝú§ú·ÝúÓ-·ăùēăúÄúĦƕúăúƪ·§ĝÙ-·ăúĝݽÄ˧ĦÝăúƕ-§ú½-·ăúĝݽÄ˧ĦÝăúē§Ł§¶òÄ-Ħă-ĦÙÄ-·ĬĝĦăùÄĖƚ

Satisfaction of performance obligations

ÙÄăùē§úŁƞĝ-ĖÄĺÄúĬÄĝ-ÒĖăùĝ§òÄăÒù§·ÙÝúÄĝ-ĦÙ§Ħ-§ĖÄē§Ý½ēÄĖ-Ĭĝ§ÓÄ-§ĖÄ-ĖÄ·ăÓúÝĝĽăĺÄĖ-ĦÝùÄƕ-¶§ĝĽăú-Ĭĝ§ÓÄƚ- ÙÄăùē§úŁƞĝ-ĖÄĺÄúĬÄĝ-ÒĖăùĝ§òÄăÒ-Ó˧½ÝúÓ-·ÄĖĦÝÒÝ·§ĦÄĝ-§ĖÄ-ĖÄ·ăÓúÝĝĽ-§Ħ-§ēăÝúĦ-Ýú-ĦÝùÄƕ-ĻÙÄú-½ÄòÝĺÄĖĽƚyÄĖĺÝ·Äĝ- and maintenance are recognised over the period that the service and maintenance is provided.

I. Leases

Determining whether an arrangement contains a lease

On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, ĻÙÝòÄ-Äŀ§ùÝúÝúÓ-ÝÒ-ÝĦ-·ăúĺÄŁĝ-ĦÙÄ-ĖÝÓÙĦ-Ħă-·ăúĦĖăò-ĦÙÄ-ĬĝÄăÒ-§ú-ݽÄúĦÝÒÝĽ-§ĝĝÄĦ-ÒăĖ-§ēÄĖÝă½ăÒ-ĦÝùÄ-Ýú-Äŀ·Ù§úÓÄ-ÒăĖ- consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term:

  • ࡛ ĦÙÄ-ĖÝÓÙĦ-Ħăă¶Ħ§ÝúĝĬ¶ĝĦ§úĦݧòòŁ-§òò-ĦÙÄ-Ä·ăúăùÝ·-¶ÄúÄŌĦĝ-ÒĖăù-ĬĝÄăÒ-ĦÙÄ-ݽÄúĦÝŌĽ-§ĝĝÄĦƟ-§ú½
  • ࡛ ĦÙÄ-ĖÝÓÙĦ-Ħă-½ÝĖÄ·Ħ-ĦÙÄ-ݽÄúĦÝŌĽ-§ĝĝÄĦƴĝ-ĬĝÄƚ

For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the Group elected to account for the contract as a single lease component without separating the components.

Leased assets and lease liabilities

ăúĦ˧·Ħĝ- ĦÙ§Ħ- §Ļ§Ė½- ĦÙÄ- 1ĖăĬē- ·ăúĦĖăò ăĺÄĖ- ĦÙÄ- ĬĝÄ ăÒ- § òħĝĽ- §ĝĝÄĦ- ÒăĖ- § ēÄĖÝă½ ăÒ- ĦÝùÄ- Ýú- Äŀ·Ù§úÓÄ- ÒăĖ- consideration, are accounted for as leases. Upon initial recognition, the Group recognises a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognises a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease.

Since the interest rate implicit in the Group's leases is not readily determinable, the incremental borrowing rate of the òÄĝĝÄÄ-Ýĝ-ĬĝĽƚyĬ¶ĝÄĕĬÄúĦ-Ħă-ÝúÝĦݧò-ĖÄ·ăÓúÝĦÝăúƕ-ĦÙÄ-ĖÝÓÙĦƪăÒƪĬĝÄ-§ĝĝÄĦ-Ýĝ-§··ăĬúĦĽ-ÒăĖ-ĬĝÝúÓ-ĦÙÄ-·ăĝĦùă½Äòƕ-§ú½- depreciated over the shorter of the lease term or useful life of the asset.

ÙÄ-1ĖăĬē-Ù§ĝ-ÄòÄ·ĦĽ-Ħă-§ēēòŁ-ĦÙÄē˧·ĦÝ·§ò-ÄŀēĽÝÄúĦ-¶Ł-ĻÙÝ·ÙĝÙăĖĦƪĦÄĖùòħĝÄĝăÒ-Ĭē-ĦăăúÄ-ŁÄ§Ė-§ú½ƠăĖòħĝÄĝ- in which the underlying asset has a low value, are accounted for such that lease payments are recognised in profit or loss on a straight-line basis, over the lease term, without recognising an asset and/or liability in the statement of financial position.

The lease term

ÙÄòħĝÄ-ĦÄĖù-Ýĝ-ĦÙÄúăúƪ·§ú·Äòò§¶òÄēÄĖÝă½ăÒ-ĦÙÄòħĝÄēòĬĝēÄĖÝă½ĝ-·ăĺÄĖĽ-¶Ł-§ú-ÄŀĦÄúĝÝăúăĖ-ĦÄĖùÝú§ĦÝăúăēĦÝăú- ÝÒ-ÝĦ-Ýĝ-Ėħĝăú§¶òŁ-·ÄĖĦ§Ýú-ĦÙ§Ħ-ĦÙÄòÄĝĝÄÄ-ĻÝòòăĖ-ĻÝòòúăĦ-ÄŀÄĖ·ÝĝÄ-ĦÙÄăēĦÝăúƕ-ĖÄĝēÄ·ĦÝĺÄòŁƚ

I. Leases (cont'd)

Depreciation of right-of-use asset

After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier, as follows:

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ĺÄÙÝ·òÄĝ




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ŁÄ§Ėĝ

J. Income tax

;ú·ăùÄ- Ħ§ŀ-ÄŀēÄúĝÄ-·ăùēĖÝĝÄĝ-·ĬĖĖÄúĦ-§ú½-½ÄÒÄĖĖĽ- Ħ§ŀƚ-;ú·ăùÄ- Ħ§ŀ-Ýĝ- ĖÄ·ăÓúÝĝĽ-ÝúēĖăÒÝĦăĖòăĝĝ-Äŀ·ÄēĦ- Ħă- ĦÙÄ- ÄŀĦÄúĦ- ĦÙ§Ħ-ÝĦ- ĖÄò§ĦÄĝ- Ħă-ÝĦÄùĝ- ĖÄ·ăÓúÝĝĽ-½ÝĖÄ·ĦòŁ-Ýú-ÄĕĬÝĦŁăĖ- Ýú ăĦÙÄĖ- ·ăùēĖÄÙÄúĝÝĺÄ- Ýú·ăùÄƕ- Ýú-ĻÙÝ·Ù- ·§ĝÄ- ÝĦ- Ýĝ- ĖÄ·ăÓúÝĝĽ-Ýú-ÄĕĬÝĦŁăĖ-ÝúăĦÙÄĖ-·ăùēĖÄÙÄúĝÝĺÄ-Ýú·ăùÄƕ-ĖÄĝēÄ·ĦÝĺÄòŁƚ

ĬĖĖÄúĦ-Ħ§ŀ-Ýĝ-ĦÙÄ-ÄŀēÄ·ĦĽ-Ħ§ŀē§Ł§¶òÄăú-ĦÙÄ-Ħ§ŀ§¶òÄ-Ýú·ăùÄ-ÒăĖ-ĦÙÄ-ŁÄ§Ėƕ-ĬĝÝúÓ-Ħ§ŀ-˧ĦÄĝ-Äú§·ĦĽăĖĝĬ¶ĝĦ§úĦݧòòŁ- Äú§·ĦĽ-§ĝ-§Ħ-ĦÙÄ-ĖÄēăĖĦÝúÓ-½§ĦÄƕ-§ú½-§úŁ-§½ìĬĝĦùÄúĦ-Ħă-Ħ§ŀē§Ł§¶òÄ-Ýú-ĖÄĝēÄ·ĦăÒēĖÝăĖ-ŁÄ§Ėĝƚ

ĬĖĖÄúĦ-Ħ§ŀ-§ĝĝÄĦĝ-§ú½òݧ¶ÝòÝĦÝÄĝ-§ĖÄăÒÒĝÄĦ-ÝÒ-ĦÙÄĖÄ-Ýĝ-§òÄÓ§òòŁ-ÄúÒă˷ħ¶òÄ-ĖÝÓÙĦ-ĦăăÒÒĝÄĦ-·ĬĖĖÄúĦ-Ħ§ŀòݧ¶ÝòÝĦÝÄĝ-§ú½- §ĝĝÄĦĝƕ-§ú½-ĦÙÄĖÄ-Ýĝ-ÝúĦÄúĦ-ĦăĝÄĦĦòÄ-·ĬĖĖÄúĦ-Ħ§ŀòݧ¶ÝòÝĦÝÄĝ-§ú½-§ĝĝÄĦĝăú-§úÄĦ-¶§ĝÝĝăĖ-ĦÙÄ-Ħ§ŀ-§ĝĝÄĦĝ-§ú½òݧ¶ÝòÝĦÝÄĝ-ĻÝòò be realised simultaneously.

ÄÒÄĖĖĽ-Ħ§ŀ-Ýĝ-ĖÄ·ăÓúÝĝĽ-Ýú-ĖÄĝēÄ·ĦăÒ-ĦÄùēăĖ§ĖŁ-½ÝÒÒÄĖÄú·Äĝ-¶ÄĦĻÄÄú-ĦÙÄ-·§ĖĖŁÝúÓ-§ùăĬúĦĝăÒ-§ĝĝÄĦĝ-§ú½òݧ¶ÝòÝĦÝÄĝ- ÒăĖ- ÒÝú§ú·Ý§ò- ĖÄēăĖĦÝúÓ ēĬĖēăĝÄĝ- §ú½- ĦÙÄ- §ùăĬúĦĝ- ĬĝĽ- ÒăĖ- Ħ§ŀ§ĦÝăú ēĬĖēăĝÄĝƚ- ÄÒÄĖĖĽ- Ħ§ŀ- Ýĝ úăĦ- ĖÄ·ăÓúÝĝĽ- ÒăĖ- the following temporary differences: initial recognition of goodwill, the initial recognition of assets or liabilities in a Ħ˧úĝ§·ĦÝăú-ĦÙ§Ħ-ÝĝúăĦ-§-¶ĬĝÝúÄĝĝ-·ăù¶Ýú§ĦÝăú-§ú½-ĦÙ§Ħ-§ÒÒÄ·ĦĝúÄÝĦÙÄĖ-§··ăĬúĦÝúÓúăĖ-Ħ§ŀ§¶òÄēĖăÒÝĦƕ-§ú½-½ÝÒÒÄĖÄú·Äĝ- ĖÄò§ĦÝúÓ-Ħă-ÝúĺÄĝĦùÄúĦĝ-ÝúĝĬ¶ĝݽݧĖÝÄĝ-Ħă-ĦÙÄ-ÄŀĦÄúĦ-ĦÙÄŁ-ĻÝòòēĖă¶§¶òŁúăĦ-ĖÄĺÄĖĝÄ-Ýú-ĦÙÄ-ÒăĖÄĝÄħ¶òÄ-ÒĬĦĬĖÄƚ

ÙÄùħĝĬĖÄùÄúĦăÒ-½ÄÒÄĖĖĽ-Ħ§ŀ-ĖÄÒòÄ·Ħĝ-ĦÙÄ-Ħ§ŀ-·ăúĝÄĕĬÄú·Äĝ-ĦÙ§Ħ-ĻăĬò½-ÒăòòăĻ-ĦÙÄù§úúÄĖ-Ýú-ĻÙÝ·Ù-ĦÙÄ-1ĖăĬē- ÄŀēÄ·Ħĝƕ- §Ħ- ĦÙÄ- Äú½ ăÒ- ĦÙÄ- ĖÄēăĖĦÝúÓ ēÄĖÝă½ƕ- Ħă- ĖÄ·ăĺÄĖ ăĖ ĝÄĦĦòÄ- ĦÙÄ- ·§ĖĖŁÝúÓ- §ùăĬúĦ ăÒ- ÝĦĝ- §ĝĝÄĦĝ- §ú½ òݧ¶ÝòÝĦÝÄĝƚ- ÄÒÄĖĖĽ- Ħ§ŀ- Ýĝ ùħĝĬĖĽ- §Ħ- ĦÙÄ- Ħ§ŀ- ˧ĦÄĝ- ĦÙ§Ħ- §ĖÄ- ÄŀēÄ·ĦĽ- Ħă- ¶Ä- §ēēòÝĽ- Ħă- ĦÄùēăĖ§ĖŁ- ½ÝÒÒÄĖÄú·Äĝ- ĻÙÄú- ĦÙÄŁ- reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

-½ÄÒÄĖĖĽ-Ħ§ŀ-§ĝĝÄĦ-Ýĝ-ĖÄ·ăÓúÝĝĽ-ÒăĖ-ĬúĬĝĽ-Ħ§ŀòăĝĝÄĝƕ-Ħ§ŀ-¶ÄúÄÒÝĦĝ-§ú½-½Ä½Ĭ·ĦݶòÄ-ĦÄùēăĖ§ĖŁ-½ÝÒÒÄĖÄú·Äĝƕ-Ħă-ĦÙÄ- ÄŀĦÄúĦ-ĦÙ§Ħ-ÝĦ-ÝĝēĖă¶§¶òÄ-ĦÙ§Ħ-ÒĬĦĬĖÄ-Ħ§ŀ§¶òÄēĖăÒÝĦĝ-ĻÝòò-¶Ä-§ĺ§Ýò§¶òÄ-§Ó§ÝúĝĦ-ĻÙÝ·Ù-ĦÙÄŁ-·§ú-¶Ä-ĬĦÝòÝĝĽƚ-ÄÒÄĖĖĽ-Ħ§ŀ- §ĝĝÄĦĝ-§ĖÄ-ĖÄĺÝÄĻĽ-§Ħħ·Ù-ĖÄēăĖĦÝúÓ-½§ĦÄ-§ú½-§ĖÄ-ĖĽĬ·Ä½-Ħă-ĦÙÄ-ÄŀĦÄúĦ-ĦÙ§Ħ-ÝĝúăòăúÓÄĖēĖă¶§¶òÄ-ĦÙ§Ħ-ĦÙÄ-ĖÄò§ĦĽ- Ħ§ŀ-¶ÄúÄÒÝĦ-ĻÝòò-¶Ä-ĖħòÝĝĽƚ

ÄÒÄĖĖĽ-Ħ§ŀ-§ĝĝÄĦĝ-ĦÙ§Ħ-ĻÄĖÄúăĦ-ĖÄ·ăÓúÝĝĽ-§ĖÄ-ĖÄÄĺ§òĬ§ĦĽ-§Ħħ·Ù-ĖÄēăĖĦÝúÓ-½§ĦÄ-§ú½-ĖÄ·ăÓúÝĝĽ-ÝÒ-ÝĦ-Ù§ĝ-¶Ä·ăùÄ- ēĖă¶§¶òÄ-ĦÙ§Ħ-ÒĬĦĬĖÄ-Ħ§ŀ§¶òÄēĖăÒÝĦĝ-ĻÝòò-¶Ä-§ĺ§Ýò§¶òÄ-§Ó§ÝúĝĦ-ĻÙÝ·Ù-ĦÙÄŁ-·§ú-¶Ä-ĬĦÝòÝĝĽƚ

ÙÄ-1ĖăĬēù§Ł-¶Ä- ĖÄĕĬÝĖĽ- Ħăē§Ł- §½½ÝĦÝăú§ò- Ħ§ŀ-ÝÒ- §-½ÝĺݽÄú½-Ýĝ- ½ÝĝĦĖݶĬĦĽ- ¶Ł- ·ăùē§úÝÄĝ-ĻÝĦÙÝú- ĦÙÄ- 1ĖăĬēƚ-ÙÝĝ- §½½ÝĦÝăú§ò-Ħ§ŀϧĝúăĦ-Ýú·òĬ½Ä½-Ýú-ĦÙÄ-ÒÝú§ú·Ý§òĝĦ§ĦÄùÄúĦĝƕĝÝú·Ä-ÝĦ-Ýĝ-ĦÙÄ-·ĬĖĖÄúĦē˧·ĦÝ·ÄăÒ-ĦÙÄ-1ĖăĬē-·ăùē§úÝÄĝ- úăĦ-Ħă-½ÝĝĦĖݶĬĦÄ-§-½ÝĺݽÄú½-ĻÙÝ·Ù-·ĖħĦÄĝ-§ú-§½½ÝĦÝăú§ò-Ħ§ŀòݧ¶ÝòÝĦŁ-ÒăĖ-ĦÙÄ-ĖÄ·ÝēÝÄúĦ-Ýú-ĦÙÄ-ÒăĖÄĝÄħ¶òÄ-ÒĬĦĬĖÄƚ

K. Investment property (Real Estate)

Investment property is property (land or building – or part of a building – or both) held either to earn rental income or for capital appreciation or for both, but not for:

    1. Use in the production or supply of goods or services or for administrative purposes; or
    1. Sale in the ordinary course of business.

Investment property is measured at cost and depreciated over its useful life which was determined to be 40 years.

Mƚ--------rÄ·ò§ĝĝÝŌ·§ĦÝăúĝ

The Company has reclassified certain amounts related to its prior period balances to conform to its current period presentation. These reclassifications have not changed the results of operations of prior periods.

New standards, amendments to standards and interpretations not yet adopted M.

IFRS 18, Presentation and Disclosure in Financial Statements

This standard replaces IAS 1, Presentation of Financial Statements. The standard provides guidance for improving the structure and content of the financial statements, particularly the income statement.

The standard includes new disclosure and presentation requirements that were taken from IAS 1, Presentation of Financial Statements.

As part of the new disclosure required to present two subtotals in the income statement: operating profit and profit before financing and taxes.

Furthermore, the results in the income statement will be classified into three new categories: an operating category, an investing category and a financing category.

In addition to the changes in the structure of the income statements, the standard also includes a requirement to provide separate disclosure in the financial statements regarding the use of management-defined performance measures (MPM).

Furthermore, the standard adds specific guidance for aggregation of items in the financial statements and in the notes.

The standard's initial date of application is for annual reporting periods beginning on or after January 1, 2027 with earlier application being permitted. In accordance with the decision of the Securities Authority plenum, reporting corporations may early adopt the standard from reporting periods beginning on January 1, 2025.

The Group is examining the effects of the standard on its financial statements with no plans for early adoption.

Note 4 - Determination of Fair Values

A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

When determining the fair value of an asset or liability, the Group uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based in the measurement, as follows:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly, or indirectly,
  • Level 3: inputs that are not based on observable market data (unobservable inputs).

Information about assumptions made by the Group with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in the following notes:

A. Property, plant and equipment

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably and willingly. The fair value of items of property, plant and equipment is based on the market approaches using quoted market prices for similar items when available and replacement cost when appropriate.

B. Intangible assets

The fair value used in impairment tests of development activities which were capitalised is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

C. Trade receivables and other current assets

The fair value of trade receivables and certain other current assets is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Trade receivables and certain other current assets with no stated interest are measured at their original amount as the effect of discounting is immaterial.

Note 4 - Determination of Fair Values (cont'd)

D. Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal §ú½-ÝúĦÄĖÄĝĦ-·§ĝÙ-ÒòăĻĝƕ-½Ýĝ·ăĬúĦĽ-§Ħ-ĦÙÄù§ĖïÄĦ-˧ĦÄăÒ-ÝúĦÄĖÄĝĦ-§Ħ-ĦÙÄ-ĖÄēăĖĦÝúÓ-½§ĦÄƚ

E. Share-based payment transactions

ÙÄ- Ò§ÝĖ ĺ§òĬÄ ăÒ- ĦÙÄ ăēĦÝăúĝ- Ó˧úĦĽ- ÝĝùħĝĬĖĽ- ĬĝÝúÓ- § ò§ĦĦÝ·Äƪ¶§ĝĽ ĺ§òĬ§ĦÝăúƕ- Ħ§ïÝúÓ- ÝúĦă- §··ăĬúĦ- ĦÙÄ- ĦÄĖùĝ- and conditions upon which the options were granted. Measurement inputs include share price on measurement ½§ĦÄƕ-ÄŀēÄ·ĦĽĺăò§ĦÝòÝĦŁƕ-ÄŀēÄ·ĦĽ-ÄùēòăŁÄÄ-ĦĬĖúăĺÄĖ-˧ĦÄƕ-ÄùēòăŁÄÄ-ÄŀÄĖ·ÝĝÄ-¶ÄÙ§ĺÝăĖƕ-ĖÝĝï-ÒĖÄÄ-ÝúĦÄĖÄĝĦ-˧ĦÄ-§ú½- ÄŀēÄ·ĦĽ-½ÝĺݽÄú½ƚyÄĖĺÝ·Äĝ-§ú½úăúƪù§ĖïÄĦēÄĖÒăĖù§ú·Ä-·ăú½ÝĦÝăúĝ-§ĖÄúăĦ-Ħ§ïÄú-ÝúĦă-§··ăĬúĦ-Ýú-½ÄĦÄĖùÝúÝúÓ-Ò§ÝĖ- value.

Note 5 - Financial Risk Management

ÙÄ ă§Ė½ ăÒ- ÝĖÄ·ĦăĖĝ- Ù§ĝ ăĺÄ˧òò- ĖÄĝēăúĝݶÝòÝĦŁ- ÒăĖ- ĦÙÄ- ÄĝĦ§¶òÝĝÙùÄúĦ- §ú½ ăĺÄĖĝÝÓÙĦ ăÒ- ĦÙÄ- 1ĖăĬēƴĝ- ĖÝĝï ù§ú§ÓÄùÄúĦ- Ò˧ùÄĻăĖïƚ-ÙÄă§Ė½ƴĝēăòÝ·Ł-Ýĝ-Ħăù§ÝúĦ§Ýú-§ĝĦĖăúÓ-·§ēÝĦ§ò-¶§ĝÄƕĝă-Ħăù§ÝúĦ§Ýú-ÝúĺÄĝĦăĖ-§ú½ù§ĖïÄĦ-·ăúŌ½Äú·Ä-§ú½-Ħă- ĝĬĝĦ§Ýú-ÒĬĦĬĖÄ-½ÄĺÄòăēùÄúĦăÒ-ĦÙÄ-¶ĬĝÝúÄĝĝƚ-ÙÄ-1ĖăĬē-Ù§ĝ-ÄŀēăĝĬĖÄ-Ħă-·ĖĽÝĦ-ĖÝĝï-§ú½ù§ĖïÄĦ-ĖÝĝï-ÒĖăù-ÝĦĝ-ĬĝÄăÒ-Ōú§ú·Ý§ò- ÝúĝĦĖĬùÄúĦĝƚ-ÙÝĝúăĦÄēĖÄĝÄúĦĝ-ÝúÒăĖù§ĦÝăú-§¶ăĬĦ-ĦÙÄ-1ĖăĬēƴĝ-ÄŀēăĝĬĖÄ-Ħăħ·ÙăÒ-ĦÙÄ-§¶ăĺÄ-ĖÝĝïĝƕ-ĦÙÄ-1ĖăĬēƴĝă¶ìÄ·ĦÝĺÄĝƕ- ēăòÝ·ÝÄĝ- §ú½ ēĖă·ÄĝĝÄĝ- ÒăĖ ùħĝĬĖÝúÓ- §ú½ ù§ú§ÓÝúÓ- ĖÝĝïƕ- §ú½- ĦÙÄ- 1ĖăĬēƴĝ ù§ú§ÓÄùÄúĦ ăÒ- ·§ēÝĦ§òƚ- 0ĬĖĦÙÄĖ ĕĬ§úĦÝĦ§ĦÝĺÄ- ½Ýĝ·òăĝĬĖÄĝ-§ĖÄ-Ýú·òĬ½Ä½-ĦÙĖăĬÓÙăĬĦ-ĦÙÄĝÄ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝƚ

ÙÄ-1ĖăĬēƴĝ-ĖÝĝïù§ú§ÓÄùÄúĦēăòÝ·ÝÄĝ-§ĖÄ-ÄĝĦ§¶òÝĝÙĽ-Ħă-ݽÄúĦÝÒŁ-§ú½-§ú§òŁĝÄ-ĦÙÄ-ĖÝĝïĝ-Ò§·Ä½-¶Ł-ĦÙÄ-1ĖăĬēƕ-ĦăĝÄĦ-§ēēĖăēĖݧĦÄ- ĖÝĝïòÝùÝĦĝ-§ú½-·ăúĦĖăòĝƕ-§ú½-ĦăùăúÝĦăĖ-ĖÝĝïĝ-§ú½-§½ÙÄĖÄú·Ä-ĦăòÝùÝĦĝƚrÝĝïù§ú§ÓÄùÄúĦēăòÝ·ÝÄĝ-§ú½ĝŁĝĦÄùĝ-§ĖÄ-ĖÄĺÝÄĻĽ- ĖÄÓĬò§ĖòŁ-Ħă-ĖÄōÄ·Ħ-·Ù§úÓÄĝ-Ýúù§ĖïÄĦ-·ăú½ÝĦÝăúĝ-§ú½-ĦÙÄ-1ĖăĬēƴĝ-§·ĦÝĺÝĦÝÄĝƚ-ÙÄ-1ĖăĬēƕ-ĦÙĖăĬÓÙ-ÝĦĝ-Ħ˧ÝúÝúÓ-§ú½ù§ú§ÓÄùÄúĦ- standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

ÙÄ-1ĖăĬēƴĝ-Ĭ½ÝĦăùùÝĦĦÄÄăĺÄĖĝÄÄĝ-ÙăĻù§ú§ÓÄùÄúĦ-·ăùēòÝÄĝ-ĻÝĦÙ-ĦÙÄ-1ĖăĬēƴĝ-ĖÝĝïù§ú§ÓÄùÄúĦēăòÝ·ÝÄĝ-§ú½-ĖÄĺÝÄĻĝ- ĦÙÄ-§½ÄĕĬ§·ŁăÒ-ĦÙÄ-ĖÝĝïù§ú§ÓÄùÄúĦ-Ò˧ùÄĻăĖï-Ýú-ĖÄò§ĦÝăú-Ħă-ĦÙÄ-ĖÝĝïĝ-Ò§·Ä½-¶Ł-ĦÙÄ-1ĖăĬēƚ-ÙÄ-Ĭ½ÝĦăùùÝĦĦÄÄ-Ýĝ-§ĝĝÝĝĦĽ- Ýú-ÝĦĝăĺÄĖĝÝÓÙĦ-ĖăòÄ-¶Ł-;úĦÄĖú§ò-Ĭ½ÝĦƚ-;úĦÄĖú§ò-Ĭ½ÝĦ-Ĭú½ÄĖĦ§ïÄĝ-¶ăĦÙ-ĖÄÓĬò§Ė-§ú½-§½-Ùă·-ĖÄĺÝÄĻĝăÒ-ĖÝĝïù§ú§ÓÄùÄúĦ-·ăúĦĖăòĝ and procedures, the results of which are reported to the Audit Committee.

Credit risk

ĖĽÝĦ-ĖÝĝï-Ýĝ-ĦÙÄ-ĖÝĝïăÒ-Ōú§ú·Ý§òòăĝĝ-Ħă-ĦÙÄ-1ĖăĬē-ÝÒ-§-·ĬĝĦăùÄĖăĖ-·ăĬúĦÄĖē§ĖĦŁ-Ħă-§-Ōú§ú·Ý§ò-ÝúĝĦĖĬùÄúĦ-Ò§Ýòĝ-ĦăùÄÄĦ-ÝĦĝ ·ăúĦ˧·ĦĬ§òă¶òÝÓ§ĦÝăúĝƕ-§ú½-§ĖÝĝÄĝēĖÝú·Ýē§òòŁ-ÒĖăù-ĦÙÄ-1ĖăĬēƴĝ-ĖÄ·ÄÝĺ§¶òÄĝ-ÒĖăù-·ĬĝĦăùÄĖĝ-ƦĝÄÄ-§òĝă-VăĦÄ-ŖŗƧƚ

U§ú§ÓÄùÄúĦ-Ù§ĝ-§-·ĖĽÝĦēăòÝ·Ł-Ýúēò§·Ä-§ú½-ĦÙÄ-ÄŀēăĝĬĖÄ-Ħă-·ĖĽÝĦ-ĖÝĝï-ÝĝùăúÝĦăĖĽăú-§úăúÓăÝúÓ-¶§ĝÝĝƚ-ÙÄ-1ĖăĬē-½ăÄĝ- úăĦ-ĖÄĕĬÝĖÄ-·ăòò§ĦÄ˧ò-Ýú-ĖÄĝēÄ·ĦăÒ-Ōú§ú·Ý§ò-§ĝĝÄĦĝƚ-ÙÄ-1ĖăĬē-Ù§ĝ-ÄĝĦ§¶òÝĝÙĽ-·ĖĽÝĦòÝùÝĦĝ-ÒăĖ-·ĬĝĦăùÄĖĝ-§ú½ùăúÝĦăĖĝ-ĦÙÄÝĖ ¶§ò§ú·Äĝ-ĖÄÓĬò§ĖòŁƚ-§ĝÙ-§ú½-½ÄēăĝÝĦĝ-§ĖÄēò§·Ä½-ĻÝĦÙ-¶§úïĝ-§ú½-Ōú§ú·Ý§ò-ÝúĝĦÝĦĬĦÝăúĝƕ-ĻÙÝ·Ù-§ĖÄ-ĖÄÓĬò§ĦĽƚ-

ÙÄ- 1ĖăĬēƴĝ- ÄŀēăĝĬĖÄ- Ħă- ·ĖĽÝĦ- ĖÝĝï- Ýĝ- ÝúōĬÄú·Ä½ ù§ÝúòŁ- ¶Ł- ĦÙÄ- Ýú½ÝĺݽĬ§ò- ·Ù§Ė§·ĦÄĖÝĝĦÝ·ĝ ăÒ ħ·Ù- ·ĬĝĦăùÄĖƚ- 7ăĻÄĺÄĖƕ- ù§ú§ÓÄùÄúĦ- §òĝă- ·ăúĝݽÄĖĝ- ĦÙÄ- ½ÄùăÓ˧ēÙÝ·ĝ ăÒ- ĦÙÄ- 1ĖăĬēƴĝ- ·ĬĝĦăùÄĖ- ¶§ĝÄƕ- Ýú·òĬ½ÝúÓ- ĦÙÄ- ½ÄÒ§ĬòĦ- ĖÝĝï ăÒ- ĦÙÄ- Ýú½ĬĝĦĖŁ- §ú½-·ăĬúĦĖŁ-Ýú-ĻÙÝ·Ù-·ĬĝĦăùÄĖĝăēÄ˧ĦÄƕ-§ĝ-ĦÙÄĝÄ-Ò§·ĦăĖĝù§Ł-Ù§ĺÄ-§ú-ÝúōĬÄú·Äăú-·ĖĽÝĦ-ĖÝĝïƕē§ĖĦÝ·Ĭò§ĖòŁ-Ýú-½ÄĦÄĖÝă˧ĦÝúÓ- economic circumstances.

Ħ-ĦÙÄ-½§ĦÄăÒ-ĦÙÄĝĦ§ĦÄùÄúĦăÒ-Ōú§ú·Ý§òēăĝÝĦÝăúƕ-·§ĝÙ-§ú½-·§ĝÙ-ÄĕĬÝĺ§òÄúĦĝ-§ú½ĝÙăĖĦƪĦÄĖù-ÝúĺÄĝĦùÄúĦĝ-ĻÄĖÄù§ÝúòŁ-ÙÄò½- ĻÝĦÙ- ĦĻă-¶§úïĝ-Ýú-;ĝ˧Äòƕ- ĦÙÄĖĶŁ-ÄŀēăĝÝúÓ- ĦÙÄ-1ĖăĬē- Ħă ĝÝÓúÝŌ·§úĦ- ·ăú·ÄúĦ˧ĦÝăúĝăÒ- ·ĖĽÝĦ- ĖÝĝïƚ-7ăĻÄĺÄĖƕù§ú§ÓÄùÄúĦ- ·ăúĝݽÄĖĝ-ĦÙ§Ħ-ĦÙÄ-·ĖĽÝĦ-˧ĦÝúÓăÒ-ĦÙÄ-¶§úïĝ-ĖĽĬ·Äĝ-ĦÙÄ-ĖÝĝï-Ħă-ĦÙÄ-1ĖăĬē-Ħă-§ú-§··ÄēĦ§¶òÄòÄĺÄòƚ-

;ú-§½½ÝĦÝăúƕ-ĦÙÄ-1ĖăĬēƴĝēăòÝ·Ł-Ýĝ-ĦăēĖăĺݽÄ-Ōú§ú·Ý§ò-ÓĬ§Ė§úĦÄÄĝăúòŁ-Ħă-ĻÙăòòŁƪăĻúĽĝĬ¶ĝݽݧĖÝÄĝƚ-Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ- §ú½-ŖŔŖŗƕúă-ÓĬ§Ė§úĦÄÄĝ-ĻÄĖÄăĬĦĝĦ§ú½ÝúÓƚ--

Market risk

U§ĖïÄĦ-ĖÝĝï-Ýĝ-ĦÙÄ-ĖÝĝï-ĦÙ§Ħ-·Ù§úÓÄĝ-Ýúù§ĖïÄĦēĖÝ·ÄĝƕĝĬ·Ù-§ĝ-ÒăĖÄÝÓú-Äŀ·Ù§úÓÄ-˧ĦÄĝ-§ú½-ÝúĦÄĖÄĝĦ-˧ĦÄĝ-ĻÝòò-§ÒÒÄ·Ħ-ĦÙÄ-1ĖăĬēƴĝ- Ýú·ăùÄăĖ- ĦÙÄĺ§òĬÄăÒ-ÝĦĝ-Ùăò½ÝúÓĝăÒ-Ōú§ú·Ý§ò-ÝúĝĦĖĬùÄúĦĝƚ-ÙÄă¶ìÄ·ĦÝĺÄăÒù§ĖïÄĦ- ĖÝĝïù§ú§ÓÄùÄúĦ-Ýĝ- Ħăù§ú§ÓÄ-§ú½- ·ăúĦĖăòù§ĖïÄĦ-ĖÝĝï-ÄŀēăĝĬĖÄĝ-ĻÝĦÙÝú-§··ÄēĦ§¶òÄē§Ė§ùÄĦÄĖĝƕ-ĻÙÝòÄăēĦÝùÝĝÝúÓ-ĦÙÄ-ĖÄĦĬĖúƚ-ÙÝĝ-Ýĝ-§·ÙÝÄĺĽ-¶ŁúăĦ-ÝúĺÄĝĦÝúÓ- Ýú-ÄĕĬÝĦÝÄĝ-§ú½-¶Ł-ÝúĺÄĝĦÝúÓ-Ýú-ÄÝĦÙÄĖy-½ăòò§Ėĝƕ-VÄĻ-;ĝ˧ÄòÝyÙÄïÄòĝ-ƦV;yƧ-§ú½-;ú½Ý§úrĬēÄÄĝĕĬăĦĽ-Ōú§ú·Ý§ò-§ĝĝÄĦĝăúòŁƕ-Ýú ˧ĦÝăĝ-ĻÙÝ·Ù-ĖÄōÄ·Ħ-ĦÙÄ-ÄŀēăĝĬĖÄăÒ-ĦÙÄ-1ĖăĬē-Ħă-ĦÙÄĝÄ-·ĬĖĖÄú·ÝÄĝƚ-

ÙÄ-1ĖăĬē-Ýĝ-ÄŀēăĝĽ-Ħă-·ĬĖĖÄú·Ł-ĖÝĝïăúĝ§òÄĝ-§ú½-ÄŀēÄúĝÄĝ-ĦÙ§Ħ-§ĖÄ-½ÄúăùÝú§ĦĽ-Ýú-§-·ĬĖĖÄú·ŁăĦÙÄĖ-ĦÙ§ú-ĦÙÄ-ĖÄĝēÄ·ĦÝĺÄ- ÒĬú·ĦÝăú§ò-·ĬĖĖÄú·ÝÄĝăÒ-1ĖăĬē-ÄúĦÝĦÝÄĝƚ-ÙÄ-1ĖăĬē-Ýĝù§ÝúòŁ-ÄŀēăĝĽ- ĦăùăĺÄùÄúĦ-Ýú-Äŀ·Ù§úÓÄ- ˧ĦÄĝăÒ- ĦÙÄy-½ăòò§Ė-Ýú- ĖÄò§ĦÝăú-Ħă-ĦÙÄ-V;y-ĻÝĦÙ-ĖÄӧ˽-Ħăĝ§ò§ĖÝÄĝē§Ý½-Ýú-V;y-§ú½-ĦăùăĺÄùÄúĦ-Ýú-Äŀ·Ù§úÓÄ-˧ĦÄĝăÒ-ĦÙÄy-½ăòò§Ė-Ýú-ĖÄò§ĦÝăú-Ħă-ĦÙÄ- ;ú½Ý§úrĬēÄÄ-ĻÝĦÙ-ĖÄĝēÄ·Ħ-ĦăĝÄĖĺÝ·ÄĝēĖăĺݽĽ-Ýú-;ú½Ý§-¶Ły§ĖÝú-;ú½Ý§ƚyÄÄ-VăĦÄ-Ŗŗƚ-

Note 6 - Operating Segments

ÙÄ-1ĖăĬē-Ýĝ-§-ĻăĖò½ĻݽÄòħ½ÄĖ-Ýú-ĦÙÄ-½ÄĺÄòăēùÄúĦƕù§úĬÒ§·ĦĬĖÝúÓƕù§ĖïÄĦÝúÓ-§ú½ĝ§òÄăÒēĖÄ·ÝĝÝăú-ĦÄ·ÙúăòăÓŁēĖă½Ĭ·Ħĝ- ÒăĖ-ĦÙÄēò§úúÝúÓƕēĖă·ÄĝĝÝúÓƕ-Äĺ§òĬ§ĦÝăú-§ú½ùħĝĬĖÄùÄúĦăÒ-½Ý§ùăú½ĝ-§ú½-ÓÄùĝƚ-;ú½Ý§-Ýĝ- ĦÙÄēĖÝú·Ýē§òù§ĖïÄĦ- ÒăĖ- ĦÙÄĝÄ- products. In accordance with IFRS 8, the Group determines and presents operating segments based on the information ĦÙ§Ħ-ÝĝēĖăĺݽĽ-ÝúĦÄĖú§òòŁ-Ħă-ĦÙÄ-"_ƕ-ĻÙă-Ýĝ-ĦÙÄ-1ĖăĬēƴĝ-·ÙÝÄÒăēÄ˧ĦÝúÓ-½Ä·ÝĝÝăúù§ïÄĖƚ-ÙÄùħĝĬĖÄùÄúĦăÒăēÄ˧ĦÝúÓ- ĝÄÓùÄúĦ-ĖÄĝĬòĦĝ-Ýĝ-ÓÄúÄ˧òòŁ-·ăúĝÝĝĦÄúĦ-ĻÝĦÙ-ĦÙÄēĖÄĝÄúĦ§ĦÝăúăÒ-ĦÙÄ-1ĖăĬēƴĝăúĝăòݽ§ĦĽyĦ§ĦÄùÄúĦĝăÒoĖăŌĦăĖ-Măĝĝ-§ú½- _ĦÙÄĖăùēĖÄÙÄúĝÝĺÄ-;ú·ăùÄƚ-ÙÄ-1ĖăĬēăēÄ˧ĦÄĝ-ÝúăúòŁăúÄăēÄ˧ĦÝúÓĝÄÓùÄúĦƚoĖÄĝÄúĦĽ-¶ÄòăĻ-§ĖÄ-ĖÄĺÄúĬÄĝ-¶ĖăïÄú- out by geographic distribution.

Group Revenues
India Africa Europe USA Israel Other2 Consolidated
US\$ thousands
2024 19,389 5,066 3,115 5,032 1,599 5,000 39,201
ŖŔŖŗ ŖŖƕŔŗŚ ŚƕŗŗŚ ŖƕśŗŔ 5,1471 ŕƕŜŔŗ 4,892 42,944

0ăĖ- ĦÙÄ- ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘƕăúÄ-·ĬĝĦăùÄĖ-§··ăĬúĦĽ- ÒăĖ-§ēēĖăŀÝù§ĦÄòŁŕŗǖăÒ-1ĖăĬē- ĖÄĺÄúĬÄƚ-0ăĖ- ĦÙÄ- ŁÄ§Ė- Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŗƕúă-·ĬĝĦăùÄĖ-§··ăĬúĦĽ-ÒăĖăĺÄĖŕŔǖăÒ-1ĖăĬē-ĖÄĺÄúĬÄƚ-

Information on the assets of each geographical region is detailed below. The information includes non-current assets data, ăÒ-ĻÙÝ·Ù-ĦÙÄ-½ÄēĖķݧĦĽ-·ăĝĦăÒēĖăēÄĖĦŁƕēò§úĦ-§ú½-ÄĕĬÝēùÄúĦ-Ýĝ-§òòă·§ĦĽ-Ħăħ·ÙăÒ-ĦÙÄ-ÓÄăÓ˧ēÙÝ·§ò-ĖÄÓÝăúĝƚ-

Group Property, plant and equipment
India USA Israel Other2 Consolidated
US\$ thousands
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
4,549 5,058 835 17 10,459
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
4,992 řƕŗŜř 1,220 40 ŕŕƕŚŗś

1 ;ú·òĬ½Äĝ-ĖÄĺÄúĬÄĝ-ÒĖăù-1MēĖă½Ĭ·Ħĝ-ÒĖăù-ĦÙÄ-½§ĦÄăÒ-1M-§·ĕĬÝĝÝĦÝăúƕ-U§Łŕƕ-ŖŔŖŗ

2 _ĦÙÄĖ-ĦÄĖĖÝĦăĖÝÄĝ-ĖÄēĖÄĝÄúĦĝ§òÄĝ-Ħă-ĦÙÄ-ĖÄĝĦăÒ-ĦÙÄ-ĻăĖò½ƕēĖÝù§ĖÝòŁĝݧƕ-Äŀ·òĬ½ÝúÓ-;ú½Ý§ƚ-

Note 7 - Revenue

Composition

Group
Year ended December 31
2024 2023
US\$ thousands
Revenue from sale of products1 28,452 ŗŕƕŗŝś
Revenue from maintenance and services2. 10,749 11,547
39,201 42,944

1 ;ú·òĬ½Äĝ-

1§ò§ŀŁTM family revenues associated with customer-owned machines. 2 Includes annual maintenance contracts and service centers and gemological labs revenues.

Note 8 - Net Finance Income

Group
Year ended December 31
2024 2023
US\$ thousands
;úĦÄĖÄĝĦ
Ýú·ăùÄ
ăú
Ōú§ú·Ý§ò
§ĝĝÄĦĝ
§ú½
¶§úï
½ÄēăĝÝĦĝ
825 799
;úĦÄĖÄĝĦ
ÄŀēÄúĝÄ
ăú
òħĝÄ
òݧ¶ÝòÝĦÝÄĝ
(308) (242)
§úï
·Ù§ĖÓÄĝ
(102) ƦŕŔŗƧ
Ù§úÓÄ
Ýú
Ōú§ú·Ý§ò
§ĝĝÄĦĝ
Ò§ÝĖ
ĺ§òĬÄ
498 --
Ù§úÓÄ
Ýú
Ōú§ú·Ý§ò
ÝúĝĦĖĬùÄúĦ
òݧ¶ÝòÝĦŁ
627 --
rÄĺ§òĬ§ĦÝăú
ăÒ
òħĝÄ
òݧ¶ÝòÝĦÝÄĝ
ÒĖăù
Äŀ·Ù§úÓÄ
˧ĦÄ
½ÝÒÒÄĖÄú·Äĝ
26 144
_ĦÙÄĖ
úÄĦ
ÒăĖÄÝÓú
Äŀ·Ù§úÓÄ
òăĝĝ
(86) (22)
1,480 576

Note 9 - Income Tax

A. Details regarding the tax environment of the Group

i. Israeli tax rates applicable to income not derived from approved enterprises

ÙÄĝĦ§ĦĬĦăĖŁ-·ăĖēă˧ĦÄ-Ħ§ŀ-˧ĦÄ-Ýú-;ĝ˧Äò-Ýú-ŖŔŖŘ-§ú½-ŖŔŖŗϧĝ-Ŗŗǖƚ-ĬĖĖÄúĦ-Ħ§ŀÄĝ-ÒăĖ-ĦÙÄ-ĖÄēăĖĦĽēÄĖÝă½ĝ- §ĖÄ- ·§ò·Ĭò§ĦĽ- §··ă˽ÝúÓ- Ħă- ĦÙÄ- Ħ§ŀ- ˧ĦÄĝēĖÄĝÄúĦĽ- §¶ăĺÄƚ-ÄÒÄĖĖĽ- Ħ§ŀÄĝ-ĻÄĖÄ- ·§ò·Ĭò§ĦĽ- §Ħ- ĦÙÄ- Ħ§ŀ- ˧ĦÄ- ÄŀēÄ·ĦĽ-Ħă-§ēēòŁăú-ĦÙÄ-½§ĦÄăÒ-ĖÄĺÄĖĝ§òƚ

ÝÝƚ- §ŀ-¶ÄúÄŌĦĝ-Ĭú½ÄĖ-ĦÙÄ-M§Ļ-ÒăĖ-ĦÙÄ-"ú·ăĬ˧ÓÄùÄúĦăÒ-;ú½ĬĝĦĖŁ-Ʀ§ŀÄĝƧƕŕŝŚŝ-

ÙÄăùē§úŁĕĬ§òÝŌÄĝ-§ĝ-§ú-Ʊ;ú½ĬĝĦĖݧòăùē§úŁƲ-Ĭú½ÄĖ-ĦÙÄ-§¶ăĺÄò§ĻƚĝĝĬ·Ùƕ-ÝĦ-Ýĝ-ÄúĦÝĦòĽ-Ħă-·ÄĖĦ§Ýú-Ħ§ŀ- ¶ÄúÄŌĦĝƕù§ÝúòŁ-ĦÙÄ-ĖÝÓÙĦ-Ħă-½Ä½Ĭ·ĦĝÙ§ĖÄ-ÝĝĝĬ§ú·Ä-·ăĝĦĝ-ÒăĖ-Ħ§ŀēĬĖēăĝÄĝ-Ýú-ĦÙÄ-ÄĺÄúĦăÒ-§ēĬ¶òÝ·ăÒÒÄĖÝúÓƕ- §ú½-Ħă-§ùăĖĦÝĝÄïúăĻƪÙăĻ-§·ĕĬÝĖĽ-ÒĖăù-ĦÙÝ˽ē§ĖĦÝÄĝƚ

ĝăÒ-ŖŔŖŘƕ-§úăĦÙÄĖĝĬ¶ĝÝ½Ý§ĖŁăÒ-ĦÙÄăùē§úŁ-ÄòÄ·ĦĽ-Ħă-Ýú·òĬ½Ä-ÝĦĝ-ĖÄĝĬòĦĝ-Ýú-ĦÙÄ-·ăúĝăòݽ§ĦĽ-Ħ§ŀ-ĖÄēăĖĦÝúÓ- under the Industry Encouragement Law. Accordingly, each of the participating companies is entitled to offset ÝĦĝ-Ħ§ŀòăĝĝÄĝ-ƦĻÙÝ·Ù-ĻÄĖÄ-Ýú·ĬĖĖĽĝĦ§ĖĦÝúÓ-ÒĖăù-ĦÙÄ-ŌĖĝĦ-ŁÄ§ĖăÒ-ĦÙÄ-·ăúĝăòݽ§ĦĽ-ĖÄēăĖĦƕ-ŖŔŖŘƧ-§Ó§ÝúĝĦ-ĦÙÄ- Ħ§ŀ§¶òÄ-Ýú·ăùÄăÒ-ĦÙÄăĦÙÄĖ-·ăùē§úŁƕĝĬ¶ìÄ·Ħ-Ħă-·ÄĖĦ§ÝúòÝùÝĦ§ĦÝăúĝƚ

iii. Amendment to the Law for the Encouragement of Capital Investments – 1959

The Company is subject to Amendment No. 68 to the Law for the Encouragement of Capital Investments – ŕŝřŝ-ƦÙÄĖÄÝú§ÒĦÄĖ-Ʃ-ƱĦÙÄùÄú½ùÄúĦ-Ħă-ĦÙÄ-M§ĻƲƧƚ-ÙÄùÄú½ùÄúĦ-Ħă-ĦÙÄ-M§ĻƴĝēĖăĺÝĝÝăúĝ-§ēēòŁ-ĦăoĖÄÒÄĖĖĽ- ;ú·ăùÄ-½ÄĖÝĺĽăĖ-§··ĖĬĽ-Ýú-ŖŔŕŕ-§ú½-ĦÙÄĖħÒĦÄĖ-¶Ł-§oĖÄÒÄĖĖĽ-"úĦÄĖēĖÝĝÄƕēÄĖ-ĦÙÄ-½ÄŌúÝĦÝăúăÒ-ĦÙÄĝÄ-ĦÄĖùĝ- in the Amendment to the Law.

The Amendment to the Law provides that only companies in Development Area A will be entitled to the Ó˧úĦĝ-Ħ˧·ï-§ú½-ĦÙ§Ħ-ĦÙÄŁ-ĻÝòò-¶Ä-ÄúĦÝĦòĽ-Ħă-ĖÄ·ÄÝĺÄ-¶ÄúÄŌĦĝ-Ĭú½ÄĖ-ĦÙÝĝ-Ħ˧·ï-§ú½-Ĭú½ÄĖ-ĦÙÄ-Ħ§ŀ-¶ÄúÄŌĦĝ-Ħ˧·ï- at the same time.

;ú-§½½ÝĦÝăúƕ-§oĖÄÒÄĖĖĽ-"úĦÄĖēĖÝĝÄϧĝ-ÝúĦĖă½Ĭ·Ä½-ĻÙÝ·Ùù§ÝúòŁēĖăĺݽÄĝ-§-ĬúÝÒăĖù-§ú½-ĖĽĬ·Ä½-Ħ§ŀ-˧ĦÄ-ÒăĖ- §òò-ĦÙÄ-·ăùē§úŁƴĝ-Ýú·ăùÄ-ÄúĦÝĦòĽ-Ħă-¶ÄúÄŌĦĝƚĝē§ĖĦăÒ-ĦÙÄ-M§Ļ-ÒăĖ-Ù§úÓÄĝ-Ýú-V§ĦÝăú§òoĖÝăĖÝĦÝÄĝƕ-§ĝ-ÒĖăù- ĦÙÄ-ŖŔŕś-Ħ§ŀ-ŁÄ§Ė-ĦÙÄ-Ħ§ŀ-˧ĦÄăúēĖÄÒÄĖĖĽ-Ýú·ăùÄϧĝĝÄĦ-Ħăśƚřǖ-ÒăĖ-ÄĺÄòăēùÄúĦ-Ėħ--§ú½ŕŚǖ-ÒăĖ-ĦÙÄ- ĖÄĝĦăÒ-ĦÙÄ-·ăĬúĦĖŁƚ-ÙÄùÄú½ùÄúĦ-Ħă-ĦÙÄ-M§Ļ-§òĝăēĖăĺݽÄĝ-ĦÙ§Ħúă-Ħ§ŀ-ĻÝòò-§ēēòŁ-Ħă-§-½ÝĺݽÄú½-½ÝĝĦĖݶĬĦĽ- ăĬĦăÒoĖÄÒÄĖĖĽ-;ú·ăùÄ-Ħă-§ĝÙ§ĖÄÙăò½ÄĖ-ĦÙ§Ħ-Ýĝ-§ú-;ĝ˧ÄòÝ-·ăùē§úŁƚ--Ħ§ŀ-˧ĦÄăÒ-ŖŔǖĝÙ§òò-§ēēòŁ-Ħă-§-½ÝĺݽÄú½- distributed out of Preferred Income to an individual shareholder or foreign resident, subject to double Ħ§ŀ§ĦÝăú ēĖÄĺÄúĦÝăú- ĦĖħĦÝÄĝƚ- ÙÄ ăùē§úŁ- §ú½ ăúÄ ăÒ- ÝĦĝ- ĻÙăòòŁ ăĻúĽ ĝĬ¶ĝݽݧĖÝÄĝ ùÄĦ- ĦÙÄ- ·ăú½ÝĦÝăúĝ- ēĖăĺݽĽ-Ýú-ĦÙÄùÄú½ùÄúĦ-Ħă-ĦÙÄ-M§Ļ-ÒăĖ-Ýú·òĬĝÝăú-Ýú-ĦÙÄĝ·ăēÄăÒ-ĦÙÄ-Ħ§ŀ-¶ÄúÄŌĦĝ-Ħ˧·ïƚ-ÙÄăùē§úŁ-§ú½- ÝĦĝĝĬ¶ĝÝ½Ý§ĖŁ-ÝùēòÄùÄúĦĽ-ĦÙÄùÄú½ùÄúĦ-Ħă-ĦÙÄ-M§Ļ-§ĝ-ÒĖăù-ĦÙÄ-ŖŔŕŕ-Ħ§ŀ-ŁÄ§Ėƚ

ÙÄ-¶ÄúÄŌĦĝ-ĻÝòò-¶Ä-§Ļ§Ė½Ä½-Ħă-§-ƱēĖÄÒÄĖĖĽ-·ăùē§úŁƲ-ĦÙ§Ħ-Ù§ĝ-§-ƱēĖÄÒÄĖĖĽ-ĦÄ·ÙúăòăÓÝ·§ò-ÄúĦÄĖēĖÝĝÄƲăĖ-§- ƱĝēķݧòēĖÄÒÄĖĖĽ-ĦÄ·ÙúăòăÓÝ·§ò-ÄúĦÄĖēĖÝĝÄƲ-ĻÝĦÙ-ĖÄĝēÄ·Ħ-Ħă-Ħ§ŀ§¶òÄ-ƱēĖÄÒÄĖĖĽ-ĦÄ·ÙúăòăÓÝ·§ò-Ýú·ăùÄƲēÄĖ-ÝĦĝ- ½ÄŌúÝĦÝăú-Ýú-ĦÙÄ-"ú·ăĬ˧ÓÄùÄúĦ-M§Ļƚ

The Capital Investment Regulations (Preferred Technological Income and Capital Gain of Technological "úĦÄĖēĖÝĝÄƧ-Ʃ-ŖŔŕś-ƦÙÄĖÄÝú§ÒĦÄĖƔ-ƱĦÙÄrÄÓĬò§ĦÝăúĝƲƧƕēĖăĺݽÄĝ-ĖĬòÄĝ-ÒăĖ-§ēēòŁÝúÓ-ĦÙÄ-ƱēĖÄÒÄĖĖĽ-ĦÄ·ÙúăòăÓÝ·§ò- ÄúĦÄĖēĖÝĝÄƲ-§ú½-ƱĝēķݧòēĖÄÒÄĖĖĽ-ĦÄ·ÙúăòăÓÝ·§ò-ÄúĦÄĖēĖÝĝÄƲ-Ħ§ŀ-¶ÄúÄŌĦƚ-

oĖÄÒÄĖĖĽ-ĦÄ·ÙúăòăÓÝ·§ò-Ýú·ăùÄ-ĦÙ§ĦùÄÄĦĝ-ĦÙÄ-·ăú½ÝĦÝăúĝ-ĖÄĕĬÝĖĽ-Ýú-ĦÙÄò§Ļƕ-ĻÝòò-¶ÄĝĬ¶ìÄ·Ħ-Ħă-§- ĖĽĬ·Ä½- ·ăĖēă˧ĦÄ-Ħ§ŀ-˧ĦÄăÒŕŖǖƕ-§ú½-ÝÒ-ĦÙÄēĖÄÒÄĖĖĽ-ĦÄ·ÙúăòăÓÝ·§ò-ÄúĦÄĖēĖÝĝÄ-Ýĝòă·§ĦĽ-Ýú-ÄĺÄòăēùÄúĦ-Ėħ--Ħă- §-Ħ§ŀ-˧ĦÄăÒśƚřǖƚ-ÙÄùÄú½ùÄúĦϧĝ-ÄÒÒÄ·ĦÝĺÄ-§ĝ-ÒĖăù-I§úĬ§ĖŁŕƕ-ŖŔŕśƚ--ÄÒÄĖĖĽ-Ħ§ŀÄĝ-ĻÄĖÄ-·ăùēĬĦĽ- accordingly.

iv. Final tax assessments

ÙÄăùē§úŁ-Ù§ĝ-ĖÄ·ÄÝĺĽ-Ōú§ò-Ħ§ŀ-§ĝĝÄĝĝùÄúĦĝ-ƦÝú·òĬ½ÝúÓ-§ĝĝÄĝĝùÄúĦĝ-ĻÙÝ·Ù-§ĖÄ-·ăúĝݽÄĖĽ-Ōú§ò-Ĭú½ÄĖ- ĦÙÄ-Ħ§ŀò§ĻĝƧ-ÒăĖ-§òò-Ħ§ŀ-ŁÄ§Ėĝ-Ĭē-Ħă-Ä·Äù¶ÄĖŗŕƕ-ŖŔŕŝƚ-1§ò§Ħħ-MĦ½ƚ-ƦƱ1§ò§ĦħƲƧƕ-§ú-;ĝ˧ÄòÝĝĬ¶ĝÝ½Ý§ĖŁăÒ-ĦÙÄ- ăùē§úŁƕ-Ù§ĝ-Ōú§ò-Ħ§ŀ-§ĝĝÄĝĝùÄúĦĝ-ƦÝú·òĬ½ÝúÓ-§ĝĝÄĝĝùÄúĦĝ-ĻÙÝ·Ù-§ĖÄ-·ăúĝݽÄĖĽ-Ōú§ò-Ĭú½ÄĖ-ĦÙÄ-Ħ§ŀò§ĻĝƧ-ÒăĖ- §òò-Ħ§ŀ-ŁÄ§Ėĝ-Ĭē-Ħă-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŔƚ-ÙÄăùē§úŁƴĝăĦÙÄĖ-ĻÙăòòŁăĻúĽ-;ĝ˧ÄòÝ-·ăúĝăòݽ§ĦĽĝĬ¶ĝݽݧĖÝÄĝ- Ù§ĺÄ-ĖÄ·ÄÝĺĽ-Ōú§ò-Ħ§ŀ-§ĝĝÄĝĝùÄúĦĝ-ƦÝú·òĬ½ÝúÓ-§ĝĝÄĝĝùÄúĦĝ-ĻÙÝ·Ù-§ĖÄ-·ăúĝݽÄĖĽ-Ōú§ò-Ĭú½ÄĖ-ĦÙÄ-Ħ§ŀò§ĻĝƧ- ÒăĖ-§òò-Ħ§ŀ-ŁÄ§Ėĝ-Ĭē-Ħă-Ä·Äù¶ÄĖŗŕƕ-ŖŔŕŝƚ

Note 9 - Income Tax (cont'd)

A. Details regarding the tax environment of the Group (cont'd)

v. Foreign tax

  • ŕƧ- ÙÄ-ÒăĖÄÝÓúĝĬ¶ĝݽݧĖÝÄĝ-§ĖÄ-Ħ§ŀĽ-§··ă˽ÝúÓ-Ħă-Ħ§ŀ-ĖĬòÄĝ-Ýú-ĦÙÄÝĖìĬĖÝĝ½Ý·ĦÝăúĝƚ
  • ŖƧ y§ĖÝú-;ú½Ý§-ĖÄ·ÄÝĺĽ-Ōú§ò-Ħ§ŀ-§ĝĝÄĝĝùÄúĦĝ-ÒăĖ-§òò-Ōĝ·§ò-Ħ§ŀ-ŁÄ§Ėĝ-ĦÙĖăĬÓÙ-U§Ė·Ùŗŕƕ-ŖŔŖŖƚy§ĖÝú-7ăúÓ- KăúÓ-MĦ½ƚ- ĖÄ·ÄÝĺĽ-Ōú§ò- Ħ§ŀ-§ĝĝÄĝĝùÄúĦĝ- ÒăĖ-§òò-Ōĝ·§ò- Ħ§ŀ-ŁÄ§Ėĝ- ĦÙĖăĬÓÙ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŕƚ-_ĦÙÄĖ- foreign subsidiaries have not been assessed since their incorporation.
  • ŗƧ- §ŀ-§ĝĝÄĝĝùÄúĦĝ-ĖÄò§ĦĽ-Ħă-1§ò§Ħħ-Ýú-;ú½Ý§Ɣ

-½ÝĝēĬĦÄ-Ù§ĝ-§ĖÝĝÄú-¶ÄĦĻÄÄú-1§ò§Ħħ-§ú½-ĦÙÄ-;ú½Ý§ú-Ħ§ŀ-§ĬĦÙăĖÝĦÝÄĝƕăĺÄĖ-1§ò§Ħħƴĝ-·ò§ĝĝÝŌ·§ĦÝăúăÒ-·ÄĖĦ§Ýú- ē§ŁùÄúĦĝ-ĖÄ·ÄÝĺĽ-ÒĖăù-ÝĦĝ-;ú½Ý§ú-·ĬĝĦăùÄĖĝ-§ĝ-¶ÄÝúÓúăĦòݧ¶òÄ-ÒăĖ-Ħ§ŀ-Ýú-;ú½Ý§ƚ-

;ú-ŖŔŕřƕ- ĦÙÄ-;ú½Ý§ú- Ħ§ŀ-§ĬĦÙăĖÝĦÝÄĝē§ĝĝĽ- ĦÙÄ-§ĝĝÄĝĝùÄúĦă˽ÄĖĝ- ÒăĖ- ĦÙÄ- ŁÄ§Ėĝ-Äú½Ä½-U§Ė·Ùŗŕƕ-ŖŔŕŕ-§ú½- U§Ė·Ùŗŕƕ-ŖŔŕŖƕ-ĦÙĬĝ-·ĖħĦÝúÓ-§ú-§ÓÓĖÄÓ§ĦÄúÄĦ-Ħ§ŀòݧ¶ÝòÝĦŁ-ƦúÄĦăÒ-Ħ§ŀ-½Ä½Ĭ·ĦĽ-§ĦĝăĬĖ·ÄƧăÒ-§ēēĖăŀÝù§ĦÄòŁ- US\$ 0.6 million.

0ăòòăĻÝúÓ- ĦÙÄă˽ÄĖăÒħĖòÝÄĖ- ŁÄ§Ėĝƕ-Ýú-ŖŔŕŚƕ- ĦÙÄ-;ú½Ý§ú- Ħ§ŀ- §ĬĦÙăĖÝĦÝÄĝē§ĝĝĽ- § ĝÝùÝò§Ė- §ĝĝÄĝĝùÄúĦă˽ÄĖ- ÒăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-U§Ė·Ù-ŖŔŕŗ-˧ÝĝÝúÓ-§-Ħ§ŀ-½Äù§ú½-ƦúÄĦăÒ-Ħ§ŀ-½Ä½Ĭ·ĦĽ-§ĦĝăĬĖ·ÄƧăÒ-§ēēĖăŀÝù§ĦÄòŁyƺ-Ŗ- ĦÙăĬĝ§ú½-§ú½-§ú-§½½ÝĦÝăú§ò-ÝúĦÄĖÄĝĦòݧ¶ÝòÝĦŁăÒ-§ēēĖăŀÝù§ĦÄòŁyƺś-ĦÙăĬĝ§ú½ƚ-1§ò§Ħħ-Ù§½-§ēēħòĽ-§Ó§ÝúĝĦ-§òò- ĦÙÄĝÄ-½Ä·ÝĝÝăúĝ-Ħă-ĦÙÄ-ĖݶĬú§òƕ-§-ÙÝÓÙÄĖ-;ú½Ý§ú-Ħ§ŀ-§ĬĦÙăĖÝĦŁƚ-;ú-ŖŔŕŚ-§ú½-ŖŔŕŝƕ-ĖÄĝēÄ·ĦÝĺÄòŁƕ-ĦÙÄ-§ĝĝÄĝĝùÄúĦ- ă˽ÄĖĝ-ÒăĖ-§òò-ĦÙÄĝ§Ý½-ŁÄ§Ėĝ-ĻÄĖÄ-½ÄòÄĦĽ-¶Ł-ĦÙÄ-ĖݶĬú§òƕ-§ú½-ĦÙÄ-ÝĝĝĬÄăÒúăúƪĦ§ŀ§¶ÝòÝĦŁăÒ-¶ĬĝÝúÄĝĝ-Ýú·ăùÄ- Ýú-;ú½Ý§ϧĝ-½Ä·Ý½Ä½-Ýú-1§ò§Ħħƴĝ-Ò§ĺăĖƚ-ÙÄ-;ú½Ý§ú-Ħ§ŀ-§ĬĦÙăĖÝĦÝÄĝ-Ù§½-ŌòĽ-§ú-§ēēħò-§Ó§ÝúĝĦ-ĦÙÄă˽ÄĖăÒ-ĦÙÄ- Tribunal before the Bombay High Court for the respective years. The Bombay High Court in the year 2024 Ù§ĝ-½ÝĝùÝĝĝĽ-ĦÙÄ-;ú½Ý§ú-Ħ§ŀ-§ĬĦÙăĖÝĦÝÄĝƴ-§ēēħòĝ-ÒăĖ-ĦÙÄ-ŁÄ§Ėĝ-ŖŔŕŕƪŖŔŕŗ-Ùăò½ÝúÓ-ĦÙ§Ħ-ĦÙÄ-§ùăĬúĦ-ĖÄ·ÄÝĺĽ- by Galatea as a consideration against the supply of computer software does not amount to royalty within the provisions of the Act.

;ú-ĦÙÄ-ŁÄ§Ėĝ-ŖŔŕŜƪŖŔŖŘƕ-ĦÙÄ-;ú½Ý§ú-Ħ§ŀ-§ĬĦÙăĖÝĦÝÄĝē§ĝĝĽ-§ĝĝÄĝĝùÄúĦă˽ÄĖĝ-ÒăĖ-ĦÙÄ-;ú½Ý§ú-Ħ§ŀ-ŁÄ§Ėĝ-Äú½Ä½- U§Ė·Ù ŗŕƕ- ŖŔŕŘƪŖŔŖŖ- ˧ÝĝÝúÓ- §ú- §ÓÓĖÄÓ§ĦÄ- Ħ§ŀ- ½Äù§ú½- ƦúÄĦ ăÒ- Ħ§ŀ- ½Ä½Ĭ·ĦĽ- §Ħ ĝăĬĖ·ÄƧ ăÒ- §ēēĖăŀÝù§ĦÄòŁ- yƺ-ŔƚŘŘùÝòòÝăú-§ú½-§ú-§½½ÝĦÝăú§ò-ÝúĦÄĖÄĝĦòݧ¶ÝòÝĦŁăÒ-§ēēĖăŀÝù§ĦÄòŁyƺ-ŔƚŘśùÝòòÝăúƚ-1§ò§Ħħ-Ù§ĝ-§ēēħòĽ- §Ó§ÝúĝĦ- ĦÙÄĝÄ- §ĝĝÄĝĝùÄúĦ ă˽ÄĖĝ- ¶ÄÒăĖÄ- ĦÙÄ úÄŀĦ òÄĺÄò ăÒ- §ēēÄòò§ĦÄ- §ĬĦÙăĖÝĦŁƚ- §ĝĽ ăú- ĦÙÄ- 7ÝÓÙ ăĬĖĦƴĝ- §ú½--ĖݶĬú§òƴĝēĖÝăĖ-½Ä·ÝĝÝăúĝ-ÒăĖ-ĦÙÄ-Ōú§ú·Ý§ò-ŁÄ§Ėĝ-Äú½Ä½-U§Ė·Ùŗŕƕ-ŖŔŕŕƕ-ŖŔŕŖ-§ú½-ŖŔŕŗƕ-ĖÄĝēÄ·ĦÝĺÄòŁƕ-ĦÙÄ- Group believes that it is probable that the demands made in the assessment orders will be reversed.

1§ò§ĦħƴĝòÄÓ§ò-Ħ§ŀ-·ăĬúĝÄò-Ýú-;ĝ˧Äò-Ù§ĝăēÝúĽ-ĦÙ§Ħ-§úŁ-Ħ§ŀē§ŁùÄúĦĝù§½ÄăĖ-ĻÝĦÙÙÄò½-Ýú-;ú½Ý§ù§Ł-¶ÄăÒÒĝÄĦ- Ýú-1§ò§Ħħƴĝ-;ĝ˧ÄòÝ-Ħ§ŀ-ĖÄĦĬĖúĝ-ÒăĖ-§ēÄĖÝă½ăÒ-ŌĺÄ-ŁÄ§Ėĝ-ÒĖăù-ĦÙÄ-½§ĦÄăÒē§ŁùÄúĦƚ-ÙÄĖÄÒăĖÄƕ-1§ò§Ħħ-Ù§ĝúăĦ- ù§½Ä-§ēĖăĺÝĝÝăú-ÒăĖ-ĦÙÄúÄĦ-Ħ§ŀòݧ¶ÝòÝĦŁ-§ú½-ÝúĦÄĖÄĝĦăÒ-Ōú§ú·Ý§ò-ŁÄ§Ėĝ-Äú½Ä½-U§Ė·Ùŗŕƕ-ŖŔŕŗ-Ħă-U§Ė·Ùŗŕƕ- 2020.

B. Composition of income tax expense

Group
Year ended December 31
2024 2023
US\$ thousands
ĬĖĖÄúĦ
Ħ§ŀ
ÄŀēÄúĝÄ
370 ŕƕŗŗŜ
§ŀÄĝ
Ýú
ĖÄĝēÄ·Ħ
ăÒ
ēĖÄĺÝăĬĝ
ŁÄ§Ėĝ
30 267
ÄÒÄĖĖĽ
Ħ§ŀ
Ýú·ăùÄ
(25) (71)
ăĦ§ò
Ýú·ăùÄ
Ħ§ŀ
ÄŀēÄúĝÄ
375 ŕƕřŗŘ

Note 9 - Income Tax (cont'd)

ƚ rÄ·ăú·ÝòݧĦÝăú-¶ÄĦĻÄÄú-ĦÙÄ-ĦÙÄăĖÄĦÝ·§ò-Ħ§ŀăú-ĦÙÄēĖăŌĦ-¶ÄÒăĖÄ-Ýú·ăùÄ-Ħ§ŀ-§ú½-ĦÙÄ-Ħ§ŀ-ÄŀēÄúĝÄĝ-

Group
Year ended December 31
2024 2023
US\$ thousands
oĖăŌĦ
¶ÄÒăĖÄ
Ýú·ăùÄ
Ħ§ŀ
ÄŀēÄúĝÄ
1,449 (1,268)
;ú·ăùÄ
Ħ§ŀ
ĬĝÝúÓ
;ĝ˧Äò
Ħ§ŀ
˧ĦÄ
ăÒ
Ŗŗǖ
333 (292)
"ÒÒÄ·Ħĝ
ăÒ
òăĻÄĖ
Ħ§ŀ
˧ĦÄĝ
§ĖÝĝÝúÓ
ÒĖăù
ƱēēĖăĺĽ
§ú½
ÄúÄŌ·Ý§ĖŁ
"úĦÄĖēĖÝĝÄƲ
ĝĦ§ĦĬĝ
-- (1,741)
ĬĖĖÄúĦ
ŁÄ§Ė
Ħ§ŀ
òăĝĝÄĝ
§ú½
¶ÄúÄŌĦĝ
ÒăĖ
ĻÙÝ·Ù
½ÄÒÄĖĖĽ
Ħ§ŀÄĝ
ĻÄĖÄ
úăĦ
·ĖħĦĽ
51 ŗƕŗŔŕ
§ŀÄĝ
Ýú
ĖÄĝēÄ·Ħ
ăÒ
ēĖÄĺÝăĬĝ
ŁÄ§Ėĝ
30 279
;ú·ĖħĝÄ
Ýú
½ÄÒÄĖĖĽ
Ħ§ŀÄĝ
½ĬÄ
Ħă
·Ù§úÓÄĝ
Ýú
Ħ§ŀ
˧ĦÄ
(166) --
§ŀ
ăú
½ÝĺݽÄú½
ÒĖăù
ÒăĖÄÝÓú
ĝĬ¶ĝݽݧĖÝÄĝ
121 --
Other differences 6 ƦŕŗƧ
375 ŕƕřŗŘ

D. Deferred tax assets and liabilities

ÄÒÄĖĖĽ-Ħ§ŀÄĝ-§ĖÄ-·§ò·Ĭò§ĦĽ-§··ă˽ÝúÓ-Ħă-ĦÙÄ-Ħ§ŀ-˧ĦÄ-§úĦÝ·Ýē§ĦĽ-Ħă-¶Ä-Ýú-ÄÒÒÄ·Ħăú-ĦÙÄ-½§ĦÄăÒ-ĖÄĺÄĖĝ§òƚrÄ·ăÓúÝĝĽ- ½ÄÒÄĖĖĽ-Ħ§ŀ-§ĝĝÄĦĝ-§ú½òݧ¶ÝòÝĦÝÄĝ-§ĖÄ-§ĦĦĖݶĬĦ§¶òÄ-Ħă-ĦÙÄ-ÒăòòăĻÝúÓƔ

Group Company
2024 2023 2024 2023
US\$ thousands
_ĦÙÄĖ
ē§Ł§¶òÄĝ
§ú½
ÄùēòăŁÄÄ
¶ÄúÄŌĦĝ
169 165 -- --
òòăϧú·Ä
ÒăĖ
ÄŀēÄ·ĦĽ
·ĖĽÝĦ
òăĝĝÄĝ
107 86 -- --
rÄĝħ˷Ù
§ú½
½ÄĺÄòăēùÄúĦ
ÄŀēÄúĝÄĝ
128 97 -- --
0ÝŀĽ
§ĝĝÄĦĝ
189 220 -- --
593 568 -- --

ÙÄ-½ÄÒÄĖĖĽ-Ħ§ŀ-¶§ò§ú·Äĝ-§ĝ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú½-ŖŔŖŗ-ĻÄĖÄ-·§ò·Ĭò§ĦĽ-§Ħ-ĦÙÄ-Ħ§ŀ-˧ĦÄ-ÄŀēÄ·ĦĽ-Ħă-§ēēòŁăú- the date of reversal.

Unrecognised deferred tax assets

0ăĖ-ĦÙÄ-ŁÄ§Ėĝ-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú½-ŖŔŖŗƕ-1ĖăĬē-½ÄÒÄĖĖĽ-Ħ§ŀ-§ĝĝÄĦĝ-Ýú-ĖÄĝēÄ·ĦăÒ-Ħ§ŀòăĝĝÄĝ-Ýú-ĦÙÄ-§ùăĬúĦ- ăÒ yƺ ŕŕŕƚŘ ùÝòòÝăú- §ú½ yƺ ŕŕŕƚŝ ùÝòòÝăúƕ- ĖÄĝēÄ·ĦÝĺÄòŁƕ- Ù§ĺÄ úăĦ- ¶ÄÄú- ĖÄ·ăÓúÝĝĽƚ- ÄÒÄĖĖĽ- Ħ§ŀ- §ĝĝÄĦĝ- §ĖÄ ăúòŁ- ĖÄ·ăÓúÝĝĽăú·Ä-ÝĦ-Ù§ĝ-¶Ä·ăùÄēĖă¶§¶òÄ-ĦÙ§Ħ-ÒĬĦĬĖÄ-Ħ§ŀ§¶òÄēĖăŌĦĝ-ĻÝòò-¶Ä-§ĺ§Ýò§¶òÄ-§Ó§ÝúĝĦ-ĻÙÝ·Ù-ĦÙÄŁ-·§ú-¶Ä-ĬĦÝòÝĝĽ- ƦĝÄÄ- §òĝă- VăĦÄ ŗ_Ƨƚ- ÙăĝÄ- Ħ§ŀ òăĝĝÄĝ- §ĖÄ- §ĺ§Ýò§¶òÄ- ÒăĖ ăÒÒĝÄĦĦÝúÓ- §Ó§ÝúĝĦ- ÒĬĦĬĖÄ- Ħ§ŀ§¶òÄ- Ýú·ăùÄ ăÒ- ĦÙÄ- §ēēòÝ·§¶òÄ- ăùē§úŁƴĝ-;ĝ˧ÄòÝĝĬ¶ĝݽݧĖÝÄĝĝĬ¶ìÄ·Ħ-Ħă-·ăùēòݧú·Ä-ĻÝĦÙ-ĦÙÄ-ĖÄòÄĺ§úĦ-Ħ§ŀ-ĖÄÓĬò§ĦÝăúĝƚ-

Unrecognised deferred tax liabilities

ĝ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§-½ÄÒÄĖĖĽ-Ħ§ŀòݧ¶ÝòÝĦŁ-ÒăĖ-ĦÄùēăĖ§ĖŁ-½ÝÒÒÄĖÄú·Äĝ-Ýú-ĦÙÄ-§ùăĬúĦăÒyƺ-ŖŗƚśùÝòòÝăú-ƦŖŔŖŗ- – US\$ 22.4 million) related to an investment in a subsidiary was not recognized. The Group controls whether the òݧ¶ÝòÝĦŁ-ĻÝòò-¶Ä-Ýú·ĬĖĖĽ-§ú½-ÝĦ-Ýĝĝ§ĦÝĝŌĽ-ĦÙ§Ħ-ÝĦ-ĻÝòòúăĦ-¶Ä-Ýú·ĬĖĖĽ-Ýú-ĦÙÄ-ÒăĖÄĝÄħ¶òÄ-ÒĬĦĬĖÄƕ-§ĝ-ÝĦ-½ăÄĝúăĦ-Ù§ĺÄēò§úĝ- to sell the subsidiary.

Ù§úÓÄĝ-Ýú-½ÄÒÄĖĖĽ-Ħ§ŀÄĝ-ÒĖăùēĖÝăĖ-ŁÄ§Ėĝ-ĻÄĖÄ-§òò-ĖÄ·ăÓúÝĝĽ-ÝúēĖăŌĦăĖòăĝĝƚ

AS AT DECEMBER 31, 2024

Note 10 - Property, Plant and Equipment

Group
Computers
and
equipment
Demonstration
equipment
Motor
vehicles
Machinery
and office
equipment
Building, land,
and leasehold
improvements*
Total
US\$ thousands
Cost
Balance at January 1, 2023 3,429 3,658 81 6,554 13,418 27,140
Additions 339 853 રૂડે રીજેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામનાં સાચના વડોદરામાં આવેલું એક ગામનાં સાચાયતઘર, આંગણવાડી તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામનાં સાથે છે. આ ગામનાં સાથ 1,073 477 2,795
Disposals (169) (658) (36) (863)
Effect of changes in exchange
rates
(2) (6) (23) (31)
Balance at December 31, 2023 3,597 3,853 134 7,585 13,872 29,041
Additions 41 55 443 30 569
Disposals (397) (46) (રેણ) (254) (449) (1,182)
Reclassification to Investment
property (Real Estate)
(5,887) (5,887)
Effect of changes in exchange
rates
(18) -- (2) (121) (167) (308)
Balance at December 31, 2024 3,223 3,862 96 7,653 7,399 22,233
Depreciation
Balance at January 1, 2023 3,027 3,052 56 5,971 4,603 16,709
Depreciation 255 517 12 226 515 1,525
Disposals (167) (611) (29) (807)
Effect of changes in exchange
rates
(2) (13) (8) (23)
Balance at December 31, 2023 3,113 2,958 68 6,155 5,110 17,404
Depreciation 231 495 15 334 334 1,409
Disposals (396) (41) (a) (199) (441) (1,086)
Reclassification to Investment
property (Real Estate)
(1,849) (1,849)
Effect of changes in exchange
rates
(17) (1) (115) (57) (190)
Balance at December 31, 2024 2,931 3,412 73 6,175 3,097 15,688
Carrying amounts
At December 31, 2023 484 895 66 1,430 8,762 11,637
At December 31, 2024 2972 450 23 1,478 4,302 6,545

* Includes Group's wholly owned facilities in New York, United States and in Surat, India.

AS AT DECEMBER 31, 2024

Note 10 - Property, Plant and Equipment (cont'd)

Company
Computers
and
equipment
Demonstration
equipment
Motor
vehicles
Machinery
§ú½
ăÒŌ·Ä
equipment
Building, land,
and leasehold
improvements*
Total
US\$ thousands
Cost


§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
2,109 ŖƕŚŜŗ ŗŕ 728 797 ŚƕŗŘŜ
Additions ŖŗŚ 767 ŗŘ 195 -- ŕƕŖŗŖ
Disposals (79) ƦřŝŗƧ -- (16) -- (688)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
2,266 2,857 65 907 797 6,892
Additions 9 48 -- 150 -- 207
Disposals (314) (6) (34) (70) -- (424)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
1,961 2,899 31 987 797 6,675
Depreciation
§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
1,789 2,140 16 554 454 Řƕŝřŗ
Depreciation 201 418 7 46 Ŝŗ 755
Disposals (79) (548) -- (16) -- ƦŚŘŗƧ
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
1,911 2,010 Ŗŗ 584 řŗś 5,065
Depreciation 156 440 10 103 83 792
Disposals (313) (1) (7) (22) -- (343)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
1,754 2,449 26 665 620 5,514
Carrying amounts
Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
ŗřř 847 42 ŗŖŗ 260 1,827
Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
207 450 5 322 177 1,161

AS AT DECEMBER 31, 2024

Note 11 - Intangible Assets

Group
Goodwill Development
costs
Customer
Relationships
Know-how,
intellectual
property and
other
Total
US\$ thousands
Cost
§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
1,868 6,979 124 17,612 ŖŚƕřŜŗ
Additions for the year ŗƕŔśŚ -- 1,825 654 5,555
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
4,944 6,979 1,949 18,266 ŗŖƕŕŗŜ
Additions for the year -- 922 -- -- 922
Write off for the year (665) -- -- -- (665)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
4,279 7,901 1,949 18,266 32,395
Amortisation
§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
-- 6,800 120 17,612 ŖŘƕřŗŖ
Amortisation for the year -- 126 170 160 456
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
-- 6,926 290 17,772 24,988
Amortisation for the year -- -- 228 135 363
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
-- 6,926 518 17,907 25,351
Carrying amount
Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
4,944 řŗ 1,659 494 7,150
Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
4,279 975 1,431 359 7,044
Company
Development
costs
US\$ thousands
Cost
§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
411
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
411
Additions for the year
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
801
1,212
Amortisation
§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
ŗŘŕ
Amortisation for the year 70
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
411
Amortisation for the year
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
--
411
Carrying amount
Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
--
Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
801

ÙÄ-§ùăĖĦÝĝ§ĦÝăúăÒïúăĻƪÙăĻƕ-ÝúĦÄòòÄ·ĦĬ§òēĖăēÄĖĦŁƕ-½ÄĺÄòăēùÄúĦ-·ăĝĦĝ-§ú½ăĦÙÄĖ-ÝúĦ§úÓݶòÄ-§ĝĝÄĦĝ-Ýĝ-ĖÄ·ăÓúÝĝĽ-Ýú-·ăĝĦăÒ- ĝ§òÄĝ-ƦĝÄÄ-§òĝă-VăĦÄŗ"Ƨƚ-ÙÄ-§ùăĖĦÝĝ§ĦÝăúăÒ-·ĬĝĦăùÄĖ-ĖÄò§ĦÝăúĝÙÝēĝ-Ýĝ-ĖÄ·ăÓúÝŇĽ-ÝúĝÄòòÝúÓ-ÄŀēÄúĝÄĝƚ

The cash-generating unit's recoverable amount was based on fair value less costs of disposal. The fair value less costs of ½Ýĝēăĝ§òϧĝ-ÄĝĦÝù§ĦĽ-ĬĝÝúÓ-ĦÙÄ-½Ýĝ·ăĬúĦĽ-·§ĝÙōăĻùÄĦÙă½ƚ-

ĬĖÝúÓ-ŖŔŖŘ-ĦÙÄ-ÓĖăĬē-ĻĖăĦÄƪăÒÒ-Óăă½ĻÝòò-ĖÄò§ĦĽ-Ħă-§ú-§·ĕĬÝĖĽ-¶ĬĝÝúÄĝĝ-ĦÙ§Ħ-ÝĝúăĦ-Ýú-ĬĝÄƚ

Note 12 – Inventories

Group Company
2024 2023 2024 2023
US\$ thousands
Raw materials and consumables 3,405 6,675 2,110 4,555
–ăĖï
Ýú
ēĖăÓĖÄĝĝ
965 1,412 881 1,144
Finished goods 2,361 ŖƕŘŗŗ 1,251 1,625
6,731 10,520 4,242 śƕŗŖŘ

;ú-ŖŔŖŘ-ĦÙÄ-ĻĖÝĦÄƪ½ăĻúăÒ-1ĖăĬē-ÝúĺÄúĦăĖÝÄĝ-ĦăúÄĦ-ĖħòÝĝ§¶òÄĺ§òĬÄ-§ùăĬúĦĽ-Ħăyƺ-ŖƚŜùÝòòÝăú-ƦŖŔŖŗ-ƩyƺúÝòƧƚ-;ú-ŖŔŖŘ-ĦÙÄ-ĻĖÝĦÄƪ½ăĻúăÒăùē§úŁ-ÝúĺÄúĦăĖÝÄĝ-ĦăúÄĦ-ĖħòÝĝ§¶òÄĺ§òĬÄ-§ùăĬúĦĽ-Ħăyƺ-ŖƚŖùÝòòÝăú-ƦŖŔŖŗ-ƩyƺúÝòƧƚƦĝÄÄ-§òĝă-VăĦÄŗ0Ƨƚ-

Note 13 - Trade Receivables

Group Company
2024 2023 2024 2023
US\$ thousands
Short-term
Trade receivables 10,340 16,018 6,502 6,060
Allowance for doubtful receivables (1,145) ƦŕƕŗŚŚƧ (428) (241)
9,195 14,652 6,074 5,819
Long-term
ÙÄ
1ĖăĬēƴĝ
§ú½
ăùē§úŁƴĝ
ÄŀēăĝĬĖÄ
Ħă
·ĖĽÝĦ
§ú½
·ĬĖĖÄú·Ł
ĖÝĝïĝ
§ú½
Ýùē§ÝĖùÄúĦ
òăĝĝÄĝ
ĖÄò§ĦĽ
Ħă
Ħ˧½Ä
ĖÄ·ÄÝĺ§¶òÄĝ
Ýĝ

Trade receivables 1,740 řśŗ-

Note 14 - Other Current Assets

Ýú-VăĦÄ-Ŗŗƚ

½Ýĝ·òăĝĽ-

Group Company
2024 2023 2024 2023
Other current assets US\$ thousands
Government institutions 1,939 ŗŖŘ 109 78
Advances to suppliers 163 188 159 ŕŗŝ
oĖÄē§Ý½
ÄŀēÄúĝÄĝ
733 718 426 477
Other 171 ŕřŗ -- 5
3,006 ŕƕŗŜŗ 694 699
Other non current assets
MăúÓ
ĦÄĖù
Ýú·ăùÄ
Ħ§ŀ
ĖÄ·ÄÝĺ§¶òÄ
996 500 -- --
Fair value of Call Option , see note 29
1,100 602 -- --
Rent deposit 151 -- -- --
2,247 1,102 -- --

Note 15 - Short-Term Investments

1ĖăĬē ĝÙăĖĦƪĦÄĖù- ÝúĺÄĝĦùÄúĦĝ- §ĖÄ- ·ăùēĖÝĝĽ ăÒ- ¶§úï- ½ÄēăĝÝĦĝ- Ù§ĺÝúÓ- ĻÄÝÓÙĦĽ- §ĺÄ˧ÓÄ- ÝúĦÄĖÄĝĦ- ˧ĦÄĝ ăÒ řƚŚŗǖ- §Ħ- Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-ƦÄ·Äù¶ÄĖŗŕƕ-ŖŔŖŗ-Ʃ-ŘƚŘŔǖƧƚ-

Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-ĦÙÄăùē§úŁĝÙăĖĦƪĦÄĖù-ÝúĺÄĝĦùÄúĦĝ-ĻÄĖÄ-·ăùēĖÝĝĽăÒ-¶§úï-½ÄēăĝÝĦĝ-Ù§ĺÝúÓ-ĻÄÝÓÙĦĽ-§ĺÄ˧ÓÄ- ÝúĦÄĖÄĝĦ-˧ĦÄĝăÒ-ŚƚŔŝǖƚ-ƦĝÄÄ-§òĝă-VăĦÄ-ŖŗƧƚ

296 276

Note 16 - Cash and Cash Equivalents

Group Company
2024 2023 2024 2023
US\$ thousands
§úï
¶§ò§ú·Äĝ
12,038 10,758 7,615 ŖƕŗŗŜ
§úï
½ÄēăĝÝĦĝ
6,191 ŕŕƕřŝŗ 301 řƕŗŔŚ
18,229 ŖŖƕŗřŕ 7,916 7,644

1ĖăĬē- ¶§úï- ½ÄēăĝÝĦĝ- §ĖÄ ēĖÝù§ĖÝòŁ- ½ÄúăùÝú§ĦĽ- Ýú y- ½ăòò§Ėĝ- §ú½- Ù§ĺÄ- ĻÄÝÓÙĦĽ- §ĺÄ˧ÓÄ- ÝúĦÄĖÄĝĦ- ˧ĦÄĝ ăÒ- ŘƚŗŜǖ- §Ħ- Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-ƦÄ·Äù¶ÄĖŗŕƕ-ŖŔŖŗ-Ʃ-ŘƚŝřǖƧƚăùē§úŁ-¶§úï-½ÄēăĝÝĦĝ-§ĖÄ-§òĝăēĖÝù§ĖÝòŁ-½ÄúăùÝú§ĦĽ-Ýúy-½ăòò§Ėĝ-§ú½- Ù§ĺÄ-ĻÄÝÓÙĦĽ-§ĺÄ˧ÓÄ-ÝúĦÄĖÄĝĦ-˧ĦÄĝăÒŗƚŜŖǖ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-ƦÄ·Äù¶ÄĖŗŕƕ-ŖŔŖŗ-Ʃ-ŘƚśŝǖƧƚ--ÙÄ-1ĖăĬēƴĝ-§ú½-ĦÙÄ- ăùē§úŁƴĝ-ÄŀēăĝĬĖÄ-Ħă-ÝúĦÄĖÄĝĦ-˧ĦÄ-ĖÝĝï-Ýĝ-½Ýĝ·òăĝĽ-Ýú-VăĦÄ-Ŗŗƚ

Note 17 – Share Capital – The Company

As at December 31
2024 2023
Number of shares
Authorised:
Ordinary shares of no par value 2,000,000,000 2,000,000,000
Issued and fully paid:
Ordinary shares of no par value 356,836,455 ŗřŚƕŜŕŖƕŗŗř
Dormant shares (out of the issued and fully paid share capital):
Ordinary shares of no par value (14,707,174) (9,067,900)

Total number of issued shares:

ƦÄŀ·òĬ½ÝúÓ-½ăĖù§úĦĝÙ§ĖÄĝƧ 342,129,281 ŗŘśƕśŘŘƕŘŗř-

ÙÄ-ÒăòòăĻÝúÓ-§ĖÄ-ĦÙÄ-·Ù§úÓÄĝ-Ýú-ĦÙÄ-ÝĝĝĬĽĝÙ§ĖÄĝăÒ-ĦÙÄăùē§úŁ-ÒăĖ-ĦÙÄ-ŁÄ§Ėĝ-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú½-ŖŔŖŗƔ

2024 2023
Number of shares
Issued ordinary shares at January 1 347,744,435 ŗŘŜƕŝŗŜƕŕŝř
yÙ§ĖÄ
ăēĦÝăúĝ
ÄŀÄĖ·ÝĝĽ
24,120 ŗŚŘƕŘŘŔ
Dormant shares purchased (5,639,274) (1,558,200)
;ĝĝĬĽ
ă˽Ýú§ĖŁ
ĝÙ§ĖÄĝ
§Ħ
Ä·Äù¶ÄĖ
ŗŕ
342,129,281 ŗŘśƕśŘŘƕŘŗř

_úēĖÝò-ŖŘƕ-ŖŔŖŘ-§ú½ăúēĖÝò-ŖŘƕ-ŖŔŖŗƕ-ĦÙÄăùē§úŁƴĝĝÙ§ĖÄÙăò½ÄĖĝ-ĖÄúÄĻĽ-ĦÙÄĝÙ§ĖÄ-¶Ĭٶ§·ïù§ú½§ĦÄăÒ-Ĭē-ĦăřǖăÒ- ĦÙÄăùē§úŁƴĝ-ĦÙÄú-ÝĝĝĬĽ-§ú½-ÒĬòòŁē§Ý½-ĬēĝÙ§ĖÄĝƕ-ĖÄĝēÄ·ĦÝĺÄòŁƚú½ÄĖ-ĦÙÄĝÙ§ĖÄ-¶Ĭٶ§·ïù§ú½§ĦÄƕĝÙ§ĖÄ-¶Ĭٶ§·ïĝù§Ł- ¶Äù§½Äƕ-§Ħ-§úŁ-ĦÝùÄ-§ú½-ÒĖăù-ĦÝùÄ-Ħă-ĦÝùÄ-Ĭē-Ħă-ĦÙÄħĖòÝÄĝĦăÒƔ-Ʀ§Ƨ-ĦÙÄ-½§ĦÄăú-ĻÙÝ·Ù-ĦÙÄúÄŀĦ-§úúĬ§ò-ÓÄúÄ˧òùÄÄĦÝúÓăÒ-ĦÙÄ ăùē§úŁ-Ýĝ-ÙÄò½ăĖ-ĖÄĕĬÝĖĽ-¶Łò§Ļ-Ħă-¶Ä-ÙÄò½Ɵ-Ʀ¶Ƨ-ĦÙÄ-½§ĦÄăú-ĻÙÝ·Ù-ĦÙÄ-§ĬĦÙăĖÝĦŁ-·ăúÒÄĖĖĽ-¶Ł-ĦÙÄĝÙ§ĖÄ-¶Ĭٶ§·ïù§ú½§ĦÄ- Ýĝ-ĖÄĺăïĽăĖĺ§ĖÝĽ-¶Ł-ĦÙÄăùē§úŁ-Ýú-ÓÄúÄ˧òùÄÄĦÝúÓƟăĖ-Ʀ·Ƨ-ĦÙÄ-½§ĦÄăú-ĻÙÝ·ÙĝÙ§ĖÄ-¶Ĭٶ§·ïĝ-§ĖÄ-·§ĖĖÝĽăĬĦ-Ħă-ĦÙÄ-ÒĬòò- ÄŀĦÄúĦù§ú½§ĦĽƚ-

0ăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘƕ-ĦÙÄăùē§úŁēĬĖ·Ù§ĝĽřƕŚŗŝƕŖśŘă˽Ýú§ĖŁĝÙ§ĖÄĝƕ-§Ħ-§-·ăĝĦăÒyƺŕƕŗŕŝ-ĦÙăĬĝ§ú½ƚ- 0ăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŗƕ-ĦÙÄăùē§úŁēĬĖ·Ù§ĝĽŕƕřřŜƕŖŔŔă˽Ýú§ĖŁĝÙ§ĖÄĝƕ-§Ħ-§-·ăĝĦăÒyƺŗřŘ-ĦÙăĬĝ§ú½ƚ- ;ú- §··ă˽§ú·Ä- ĻÝĦÙ-;ĝ˧ÄòÝ ăùē§úÝÄĝ- M§Ļƕ ăùē§úŁ ĝÙ§ĖÄĝ- ĦÙ§Ħ- Ù§ĺÄ- ¶ÄÄú- §·ĕĬÝĖĽ- §ú½- §ĖÄ- ÙÄò½- ¶Ł- ĦÙÄ ăùē§úŁ- §ĖÄ- dormant shares as long as they are held by the Company, and as such they do not bear any rights until they are transferred to a third party.

0ăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú-§ùăĬúĦăÒ-ŖŘƕŕŖŔĝÙ§ĖÄĝ-ĻÄĖÄ-ÝĝĝĬĽ-Ĭēăú-ĦÙÄ-ÄŀÄĖ·ÝĝÄăÒăēĦÝăúĝ-ÒăĖ-·§ĝÙƚ-0ăĖ- ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŗ-§ú-§ùăĬúĦăÒŗŚŘƕŘŘŔĝÙ§ĖÄĝ-ĻÄĖÄ-ÝĝĝĬĽ-Ĭēăú-ĦÙÄ-ÄŀÄĖ·ÝĝÄăÒăēĦÝăúĝ-ÒăĖ-·§ĝÙ-ƦĝÄÄ- also Note 21).

0ăĖ- ĦÙÄ- ŁÄ§Ėĝ- Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ- §ú½-ŖŔŖŗƕ- ĦÙÄăùē§úŁ-½Ä·ò§ĖĽ- §ú½ē§Ý½-½ÝĺݽÄú½ĝ-Ýú- ĦÙÄ- §ùăĬúĦăÒyƺ-ŖƚŚ- million and US\$ 4.4 million per year, respectively, amounting to US cents 0.75 and US cents 1.25 per share, respectively.

Note 18 – Earnings Per Share

Basic earnings per share

ÙÄ-·§ò·Ĭò§ĦÝăúăÒ-¶§ĝÝ·ħĖúÝúÓĝēÄĖĝÙ§ĖÄ-ÒăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘϧĝ-¶§ĝĽăú-ĦÙÄēĖăŌĦ-§ĦĦĖݶĬĦ§¶òÄ-Ħă- ă˽Ýú§ĖŁĝÙ§ĖÄÙăò½ÄĖĝăÒyƺŕƕŔśŘ-ĦÙăĬĝ§ú½-ƦĺÄĖĝĬĝ-ĦÙÄòăĝĝ-Ýú-ŖŔŖŗ-§ĦĦĖݶĬĦ§¶òÄ-Ħăă˽Ýú§ĖŁĝÙ§ĖÄÙăò½ÄĖĝăÒyƺ-ŖƕŜŔŖ- ĦÙăĬĝ§ú½Ƨ-§ú½-§-ĻÄÝÓÙĦĽ-§ĺÄ˧ÓÄúĬù¶ÄĖăÒă˽Ýú§ĖŁĝÙ§ĖÄĝăĬĦĝĦ§ú½ÝúÓăÒŗŘŗƕŗŕŜƕśŝś-ƦŖŔŖŗ-ƩŗŘŜƕŜŘŕƕŜŘŝƧƕ-·§ò·Ĭò§ĦĽ- as follows:

2024 2023
Issued ordinary shares at January 1 347,744,435 ŗŘŜƕŝŗŜƕŕŝř
"ÒÒÄ·Ħ
ăÒ
ĝÙ§ĖÄ
ăēĦÝăúĝ
ÄŀÄĖ·ÝĝĽ
18,387 225,577
Effect dormant shares purchased (4,444,025) ƦŗŖŕƕŝŖŗƧ
–ÄÝÓÙĦĽ
§ĺÄ˧ÓÄ
úĬù¶ÄĖ
ăÒ
ă˽Ýú§ĖŁ
ĝÙ§ĖÄĝ
§Ħ
Ä·Äù¶ÄĖ
ŗŕ
343,318,797 ŗŘŜƕŜŘŕƕŜŘŝ

Diluted earnings per share

ÙÄ-·§ò·Ĭò§ĦÝăúăÒ-½ÝòĬĦĽħĖúÝúÓĝēÄĖĝÙ§ĖÄ-ÒăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘϧĝ-¶§ĝĽăú-ĦÙÄēĖăŌĦ-§ĦĦĖݶĬĦ§¶òÄ-Ħă- ă˽Ýú§ĖŁĝÙ§ĖÄÙăò½ÄĖĝăÒyƺŕƕŔśŘ-ĦÙăĬĝ§ú½-ƦĺÄĖĝĬĝ-ĦÙÄòăĝĝ-Ýú-ŖŔŖŗ-§ĦĦĖݶĬĦ§¶òÄ-Ħăă˽Ýú§ĖŁĝÙ§ĖÄÙăò½ÄĖĝăÒyƺ-ŖƕŜŔŖ- thousand) and a weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive ēăĦÄúĦݧòă˽Ýú§ĖŁĝÙ§ĖÄĝăÒŗŘŗƕŗŕŝƕřŕŘ-ƦŖŔŖŗƪŗŘŜƕŜŘŕƕŜŘŝƧƕ-·§ò·Ĭò§ĦĽ-§ĝ-ÒăòòăĻĝƔ

2024 2023
Weighted average number of ordinary shares (basic) 343,318,797 ŗŘŜƕŜŘŕƕŜŘŝ
Effect of share options on issue 717 --
–ÄÝÓÙĦĽ
§ĺÄ˧ÓÄ
úĬù¶ÄĖ
ăÒ
ă˽Ýú§ĖŁ
ĝÙ§ĖÄĝ
Ʀ½ÝòĬĦĽƧ
§Ħ
Ä·Äù¶ÄĖ
ŗŕ
343,319,514 ŗŘŜƕŜŘŕƕŜŘŝ

ÙÄ-§ĺÄ˧ÓÄù§ĖïÄĦĺ§òĬÄăÒ-ĦÙÄăùē§úŁƴĝă˽Ýú§ĖŁĝÙ§ĖÄĝ-ÒăĖēĬĖēăĝÄĝăÒ-·§ò·Ĭò§ĦÝúÓ-ĦÙÄ-½ÝòĬĦÝĺÄ-ÄÒÒÄ·ĦăÒĝÙ§ĖÄăēĦÝăúĝ- ϧĝ-¶§ĝĽăúĕĬăĦĽù§ĖïÄĦēĖÝ·Äĝ-ÒăĖ-ĦÙÄēÄĖÝă½-ĦÙ§Ħ-ĦÙÄăēĦÝăúĝ-ĻÄĖÄăĬĦĝĦ§ú½ÝúÓƚ

Note 19 – Other Payables

Group Company
2024 2023 2024 2023
US\$ thousands
Employees and institutions 2,297 ŖƕŗŕŖ 1,304 ŕƕŖŗŘ
Deferred revenue 1,281 ŕƕŚŘŗ 258 ŖŔŗ
Advances from customers 395 ŗŜŕ 315 296
··ĖĬĽ
ÄŀēÄúĝÄĝ
1,765 ŕƕŗŔś 982 778
Subsidiaries -- -- 3,255 1,611
Other 54 12 -- 5
5,792 5,655 6,114 4,127

ÙÄ-1ĖăĬēƴĝ-§ú½-ĦÙÄăùē§úŁƴĝ-ÄŀēăĝĬĖÄ-Ħă-·ĬĖĖÄú·Ł-ĖÝĝï-ĖÄò§ĦĽ-ĦăăĦÙÄĖē§Ł§¶òÄĝ-§ĖÄ-½Ýĝ·òăĝĽ-Ýú-VăĦÄ-Ŗŗƚ-

Note 20 – Other non-current liabilities

Group Company
2024 2023 2024 2023
US\$ thousands
"ùēòăŁÄÄ
ÄúÄŌĦĝ
131 ŕřŗ 107 ŕŘŗ
Rent deposit 46 -- -- --
177 ŕřŗ 107 ŕŘŗ

Note 20 – Other non-current liabilities (cont'd)

"ùēòăŁÄÄ-ÄúÄŌĦĝ

ƚ- ÄŌúĽ-¶ÄúÄŌĦēò§ú

;ĝ˧ÄòÝò§¶ăĬĖò§Ļĝ-§ú½-§ÓĖÄÄùÄúĦĝ-ĖÄĕĬÝĖÄ-ĦÙÄăùē§úŁ-§ú½-ÝĦĝ-;ĝ˧ÄòÝĝĬ¶ĝݽݧĖÝÄĝ-Ħăē§ŁĝÄĺÄ˧ú·Äē§Ł-Ħă-½ÝĝùÝĝĝĽ- or retiring employees (and those leaving their employment under certain other circumstances). The calculation of the severance pay liability was made in accordance with labour agreements in force and based on salary components, which, in management's opinion, create entitlement to severance pay.

The Group's severance pay liabilities to its Israeli employees are funded partially by regular deposits with recognised pension and severance pay funds in the employees' names and by purchase of insurance policies.

"ùēòăŁÄÄ-¶ÄúÄŌĦĝ-·ăúĝÝĝĦăÒ-ĦÙÄ-ÒăòòăĻÝúÓƔ

Group
As at December 31
2024 2023
US\$ thousands
Present value of the liability 768 852
Less fair value of assets 637 699
rÄ·ăÓúÝĝĽ
òݧ¶ÝòÝĦŁ
ÒăĖ
½ÄŌúĽ
¶ÄúÄŌĦ
òݧ¶ÝòÝĦŁ
131 ŕřŗ

ÙÄ-1ĖăĬēù§ïÄĝ-·ăúĦĖݶĬĦÝăúĝ-Ħă-½ÄŌúĽ-¶ÄúÄŌĦēò§úĝ-ĦÙ§ĦēĖăĺݽÄēÄúĝÝăú-¶ÄúÄŌĦĝ-ÒăĖ-ÄùēòăŁÄÄĝ-Ĭēăú-ĖÄĦÝĖÄùÄúĦ- or post-employment. Most of the above assets and liabilities relate to the employees of the Company.

UăĺÄùÄúĦ-ÝúúÄĦ-½ÄŌúĽ-¶ÄúÄŌĦòݧ¶ÝòÝĦÝÄĝ-Ʀ§ĝĝÄĦĝƧ-§ú½-Ýú-ĦÙÄÝĖ-·ăùēăúÄúĦĝƔ

ÄŌúĽ
¶ÄúÄŌĦ
obligation
Less
Fair value of plan
assets
VÄĦ
½ÄŌúĽ
¶ÄúÄŌĦ
liability
2024 2023 2024 2023 2024 2023
US\$ thousands
Balance as at January 1 852 905 699 711 153 194
;ú·òĬ½Ä½
Ýú
ēĖăŌĦ
ăĖ
òăĝĝ
-- -- 11 4 (11) (4)
Included in other
comprehensive income
37 (21) 48 16 (11) ƦŗśƧ
ÄúÄŌĦĝ
ē§Ý½
(121) ƦŗŖƧ (121) ƦŗŖƧ -- --
§ò§ú·Ä
§ĝ
§Ħ
Ä·Äù¶ÄĖ
ŗŕ
768 852 637 699 131 ŕřŗ

Principal actuarial assumptions:

2024 2023
Discount rate (1) 2.96% ŗƚŖŝǖ
Future salary nominal increases (2) 3.00% ŗƚŔŔǖ

Assumptions regarding future mortality are based on published statistics and mortality tables.

ƦŕƧ-- ÙÄ- ½Ýĝ·ăĬúĦ- ˧ĦÄ- ĬĝĽ- Ýú- ŖŔŖŘ- §ú½- ŖŔŖŗ- Ýĝ- ¶§ĝĽ ăú- ĦÙÄ- ŁÝÄò½ ăÒ- ŌŀĽƪÝúĦÄĖÄĝĦ- V;y- ÙÝÓÙ ĕĬ§òÝĦŁ- ·ăĖēă˧ĦÄ- ¶ăú½ĝ- ĻÝĦÙ- ½Ĭ˧ĦÝăú-§ēēĖăŀÝù§ĦÝúÓ-ĦÙÄ-½Ĭ˧ĦÝăúăÒ-ĦÙÄ-ÓĖăĝĝòݧ¶ÝòÝĦÝÄĝƚ

(2) Based on management assessment.

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other §ĝĝĬùēĦÝăúĝ-·ăúĝĦ§úĦƕ-ĻăĬò½-Ù§ĺÄ-§ÒÒÄ·ĦĽ-ĦÙÄ-½ÄŌúĽ-¶ÄúÄŌĦă¶òÝÓ§ĦÝăú-¶Ł-ĦÙÄ-§ùăĬúĦĝĝÙăĻú-¶ÄòăĻƔ

As at December 31, 2024
One percentage
point increase
One percentage
point decrease
US\$ thousands
21 (18)
(16) 19

VăĦÄ-ŖŔ-Ʃ-"ùēòăŁÄÄ-ÄúÄŌĦĝ-Ʀ·ăúĦƴ½Ƨ

ƚ- ÄŌúĽ-·ăúĦĖݶĬĦÝăúēò§ú-

ÙÄ-1ĖăĬē-Ù§ĝ-§-½ÄŌúĽ-·ăúĦĖݶĬĦÝăúēò§ú-Ýú-ĖÄĝēÄ·ĦăÒ-ÝĦĝòݧ¶ÝòÝĦŁ-Ħăē§Ł-ĦÙÄĝ§ĺÝúÓĝ-·ăùēăúÄúĦăÒēĖăĺݽÄúĦ-ÒĬú½ĝ- §ú½-Ýú-ĖÄĝēÄ·ĦăÒ-ĦÙăĝÄăÒ-ÝĦĝ-ÄùēòăŁÄÄĝ-ĻÙă-§ĖÄĝĬ¶ìÄ·Ħ-ĦăyÄ·ĦÝăúŕŘăÒ-ĦÙÄyÄĺÄ˧ú·Äo§Ł-M§Ļ-ƩŕŝŚŗƚ

2024 2023
US\$ thousands
ùăĬúĦ
ĖÄ·ăÓúÝĝĽ
§ĝ
ÄŀēÄúĝÄ
Ýú
ĖÄĝēÄ·Ħ
ăÒ
½ÄŌúĽ
·ăúĦĖݶĬĦÝăú
ēò§ú
1,260 1,480

Note 21 - Share-Based Payments

In April 2015, the Company adopted a share option plan to allot options to directors and employees of the Company and ÝĦĝĝĬ¶ĝݽݧĖÝÄĝ-ƦĦÙÄ-ƱŖŔŕřoò§úƲƧƚ-ÙÄ-§ÓÓĖÄÓ§ĦÄúĬù¶ÄĖăÒă˽Ýú§ĖŁĝÙ§ĖÄĝ-ĻÙÝ·Ùù§Ł-¶Ä-Ó˧úĦĽ-§ĝăēĦÝăúĝăú-§úŁ-½§ĦÄƕ- when added to the number of shares issued and issuable in respect of all options granted under all of the Company's Plans ĦÙÄú-Ýú-ÒăĖ·ÄĝÙ§òòúăĦ-Äŀ·ÄĽŕřǖăÒ-ĦÙÄ-ÝĝĝĬĽĝÙ§ĖÄ-·§ēÝĦ§òăÒ-ĦÙÄăùē§úŁăú-ĦÙÄ-½§ĦÄēĖķĽÝúÓ-ĦÙÄ-½§ĦÄăÒ-ĦÙÄ-ĖÄòÄĺ§úĦ- Ó˧úĦƚĝ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘƕ-ŘřƕřŚŝƕŗŖŔăēĦÝăúĝ-Ù§ĺÄ-¶ÄÄú-Ó˧úĦĽ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕřoò§úƕăÒ-ĻÙÝ·ÙŕŚƕŗŔŜƕŖŜŔăēĦÝăúĝ- §ĖÄ-·ĬĖĖÄúĦòŁăĬĦĝĦ§ú½ÝúÓƕ-§ú½ŗƕŕŚŘƕŗŖŝăēĦÝăúĝ-Ù§ĺÄ-¶ÄÄú-ÄŀÄĖ·ÝĝĽ-Ħă-½§ĦÄ-ƦĻÝĦÙ-ĦÙÄ-¶§ò§ú·Ä-Ù§ĺÝúÓ-¶ÄÄú-ÒăĖÒÄÝĦĽƧƚ-ÙÄ- vesting periods of the options granted under the 2015 Plan range from one year following the date of grant (as such term is defined in the 2015 Plan) and up to four years following the date of grant.

ú½ÄĖ-ĦÙÄ-ĦÄĖùĝăÒ-ĦÙÄ-ŖŔŕřoò§úƕăēĦÝăúĝĝÙ§òò-ÄŀēÝĖÄ-§Ħ-ĦÙÄ-Äú½ăÒĝÝŀ-ŁÄ§Ėĝ-·ăùùÄú·ÝúÓăú-ĦÙÄ-½§ĦÄăÒ-Ó˧úĦ-ƦăĖ-§úŁħĖòÝÄĖ ½§ĦÄƕ-ÝÒĝĬ·ÙϧĝùÄúĦÝăúĽ-Ýú-ĦÙÄ-Ó˧úĦ-ÝúĝĦĖĬùÄúĦƧăĖăú-·Äĝĝ§ĦÝăúăÒ-ÄùēòăŁùÄúĦƕ-§Ħ-ĦÙÄħĖòÝÄĖăÒ-ĦÙÄ-ĦĻăƚúÄŀÄĖ·ÝĝĽ- ĺÄĝĦĽăēĦÝăúĝ-·§ú-ÓÄúÄ˧òòŁ-¶Ä-ÄŀÄĖ·ÝĝĽ-ĻÝĦÙÝúŝŔ-½§ŁĝăÒ-·Äĝĝ§ĦÝăúăÒ-ÄùēòăŁùÄúĦƚ

ÙÄ- ;ú·ăùÄ- §ŀ- ĬĦÙăĖÝĦÝÄĝ- Ù§ĺÄ- ĖÄ·ăÓúÝĝĽ- ĦÙÄ- ŖŔŕř oò§ú- §ĝ- §- ƱĝÙ§ĖÄ- §òòăĦùÄúĦ- ĦÙĖăĬÓÙ- §- ĦĖĬĝĦÄÄƲ ēò§ú- §··ă˽ÝúÓ- Ħă- yÄ·ĦÝăúŕŔŖ- Ħă- ĦÙÄ-§ŀ-_˽Ýú§ú·Ä-ĬĝÝúÓ- ĦÙÄ- Ɲ·§ēÝĦ§ò-Ó§Ýú- Ħ˧·ïƚƝĝ-§- ĖÄĝĬòĦƕ- ĦÙÄ-¶ÄúÄÒÝĦ- Ħă- ĦÙÄ-;ĝ˧ÄòÝ-ÄùēòăŁÄÄ- ÒĖăù- ĦÙÄ- option plan shall be either classified as ordinary income or capital gain, all in accordance with the provisions of Section ŕŔŖƦ¶ƧƦŗƧ-Ħă-ĦÙÄ-§ŀ-_˽Ýú§ú·Äƚ

_˽Ýú§ĖŁĝÙ§ĖÄĝ-ĻÙÝ·ÙĝÙ§òò-¶Ä-ÝĝĝĬĽ-¶Ł-ĦÙÄăùē§úŁēĬĖĝĬ§úĦ-Ħă-ÄŀÄĖ·ÝĝÄăÒăēĦÝăúĝ-Ó˧úĦĽ-Ĭú½ÄĖ-ĦÙÄoò§úĝƕ-ÄúĦÝĦòÄ-ĦÙÄÝĖ- Ùăò½ÄĖĝ-ĻÝĦÙ-§úŁ-§ú½-§òò-ĖÝÓÙĦĝ-§ĦĦ§·ÙĽ-Ħă-ĦÙÄăùē§úŁƞĝă˽Ýú§ĖŁĝÙ§ĖÄĝƕ-ÝúĦÄĖ-§òݧƕ-ĦÙÄ-ĖÝÓÙĦ-Ħă-ĖÄ·ÄÝĺÄ-½ÝĺݽÄú½ĝƕ-ĦÙÄ-ĖÝÓÙĦ- Ħăē§ĖĦÝ·Ýē§ĦÄ-Ýú-ĦÙÄ-½ÝĝĦĖݶĬĦÝăúăÒ-ĦÙÄăùē§úŁƞĝ-§ĝĝÄĦĝ-ĬēăúòÝĕĬݽ§ĦÝăúƕĺăĦÝúÓ-ĖÝÓÙĦĝ-Ýú-ĦÙÄăùē§úŁƞĝ-1ÄúÄ˧ò-UÄÄĦÝúÓĝ- ƦēĖăĺݽĽ-ĦÙ§Ħ-§ĝòăúÓ-§ĝ-ĦÙÄă˽Ýú§ĖŁĝÙ§ĖÄĝ-§ĖÄ-¶ÄÝúÓ-ÙÄò½-¶Ł-ĦÙÄ-ĦĖĬĝĦÄÄƕĝĬ·ÙĺăĦÝúÓ-ĖÝÓÙĦĝ-ĻÝòò-¶Ä-ÄŀÄĖ·ÝĝĽ-¶Ł-ĦÙÄ-ĦĖĬĝĦÄÄƕ- according to instructions provided by the holders, and if no such instructions are provided – as per the trustee's discretion).

ĬĖÝúÓ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘƕ-ĦÙÄăùē§úŁ-Ó˧úĦĽŗƕŗřřƕŔŔŔăēĦÝăúĝ-Ħă-ÄùēòăŁÄÄĝ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕřoò§úƕ- ĻÝĦÙĺÄĝĦÝúÓ-·ăú½ÝĦÝăúĝăÒăúÄ- Ħă- ĦÙĖÄÄ-ŁÄ§Ėĝ-§ú½-§-·ăúĦ˧·ĦĬ§òòÝÒÄăÒĝÝŀ-ŁÄ§Ėĝƚ-ÙÄăēĦÝăúĝ-ĻÝòòĺÄĝĦĝĬ¶ìÄ·Ħ- ĦăĝÄĖĺÝ·Äƪ based conditions and performance based conditions, relating to total shareholders return targets. During the year ended Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŗƕ-ĦÙÄăùē§úŁ-Ó˧úĦĽ-ŘƕŝŖřƕŔŔŔăēĦÝăúĝ-Ħă-ÄùēòăŁÄÄĝ-§ú½-½ÝĖÄ·ĦăĖĝ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕřoò§úƕ-ĻÝĦÙĺÄĝĦÝúÓ- ·ăú½ÝĦÝăúĝăÒăúÄ-Ħă-ĦÙĖÄÄ-ŁÄ§Ėĝ-§ú½-§-·ăúĦ˧·ĦĬ§òòÝÒÄăÒĝÝŀ-ŁÄ§Ėĝƚ-ÙÄăēĦÝăúĝ-ĻÝòòĺÄĝĦĝĬ¶ìÄ·Ħ-ĦăĝÄĖĺÝ·Äƪ¶§ĝĽ-·ăú½ÝĦÝăúĝ- and performance based conditions, relating to sales targets. (also see Note 27). Movements in the number of share options ăĬĦĝĦ§ú½ÝúÓ-§ú½-ĦÙÄÝĖ-ĖÄò§ĦĽ-ĻÄÝÓÙĦĽ-§ĺÄ˧ÓÄ-ÄŀÄĖ·ÝĝÄēĖÝ·Äĝ-§ĖÄ-§ĝ-ÒăòòăĻĝƔ

2024 2023
Weighted
average exercise
price in US\$
per share
Options Weighted
average exercise
price in US\$
per share
Options
Outstanding at January 1 0.424 17,073,711 0.57 ŕřƕřŖŝƕŝŗŔ
Granted 0.193 3,355,000 Ŕƚŗŗ 4,925,000
Forfeited 0.721 (4,096,311) 1.10 ƦŗƕŔŕŚƕśśŝƧ
"ŀÄĖ·ÝĝĽ 0.165 (24,120) 0.20 ƦŗŚŘƕŘŘŔƧ
_ĬĦĝĦ§ú½ÝúÓ
§Ħ
Ä·Äù¶ÄĖ
ŗŕ
0.290 16,308,280 0.42 ŕśƕŔśŗƕśŕŕ

ÙÄúĬù¶ÄĖăÒĝÙ§ĖÄăēĦÝăúĝĺÄĝĦĽ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú½-ŖŔŖŗϧĝ-ŜƕŖŝŕƕŚŔŜ-§ú½ŝƕŘŔŝƕřŘŔƕ-ĖÄĝēÄ·ĦÝĺÄòŁƚ-

The Company measured the fair value of the share options granted using a lattice-based valuation model. The following §ĝĝĬùēĦÝăúĝ-Ĭú½ÄĖ-ĦÙÝĝùÄĦÙă½-ĻÄĖÄ-ĬĝĽ-ÒăĖ-ĦÙÄĝÙ§ĖÄăēĦÝăúĝ-Ó˧úĦĽ-½ĬĖÝúÓ-ĦÙÄ-ŁÄ§Ėĝ-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú½- ŖŔŖŗƔ-ĻÄÝÓÙĦĽ-§ĺÄ˧ÓÄ-ÄŀēÄ·ĦĽĺăò§ĦÝòÝĦŁăÒƔ-ŘŜƚŕŔǖ-§ú½-ŘśƚŔǖƕ-ĖÄĝēÄ·ĦÝĺÄòŁƟ-ĻÄÝÓÙĦĽ-§ĺÄ˧ÓÄ-ĖÝĝïƪÒĖÄÄ-ÝúĦÄĖÄĝĦ-˧ĦÄĝ-ƦÝú- y-½ăòò§Ė-ĦÄĖùĝƧăÒŗƚŕŖǖ-§ú½-ŖƚŜśǖƕ-ĖÄĝēÄ·ĦÝĺÄòŁƟ-½ÝĺݽÄú½-ŁÝÄò½ăÒ-Řƚŕŗǖ-§ú½-ŚƚŖŚǖƕ-ĖÄĝēÄ·ĦÝĺÄòŁƚ-ÙÄ-ĻÄÝÓÙĦĽ-§ĺÄ˧ÓÄ- Ò§ÝĖĺ§òĬÄăÒ-ĦÙÄĝÙ§ĖÄăēĦÝăúĝ-Ó˧úĦĽ-½ĬĖÝúÓ-ĦÙÄ-ŁÄ§Ėĝ-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú½-ŖŔŖŗ-ĬĝÝúÓ-ĦÙÄùă½Äòϧĝyƺ-ŔƚŔŚř- and US\$ 0.090 per share option, respectively.

AS AT DECEMBER 31, 2024

Note 21 - Share-Based Payments (cont'd)

The average share price in 2024 was US\$ 0.19 (2023 – US\$ 0.29).

The following table summarises information about share options outstanding and exercisable at December 31, 2024:

Options outstanding Options exercisable
Range of
exercise prices
US\$ per share
Number
outstanding
Weighted-
average
remaining
contractual
life (years)
Weighted-
average
exercise
price
પાકિ
Number
Exercisable
Weighted-
average
exercise
price
US\$
0.16 – 0.27 7,788,280 2.8 0.21 4.433.280 0.22
0.33 4.480.000 4.3 0.33 1,154,998 0.33
0.37 – 0.44 3.870,000 2.9 0.40 2,533,330 0.41
0.58 170.000 2.6 0.58 170.000 0.58
16,308,280 8,291,608

The expenses derived from share-based payment transactions are as follows:

Year ended December 31
2024 2023
US\$ thousands
Cost of sales - 1
Research and development expenses 23 51
Sales and marketing expenses 7 54
General and administrative expenses 87 217
117 323

Note 22 - Warranty Provision

The provision for warranty relates mainly to product sales during the years ended December 31, 2024 and 2023. The provision is based on estimates made from historical warranty data associated with similar products and services. The Group expects to incur the liability over the next year.

The movement in the warranty provision is as follows:

Group Company
2024 2023 2024 20223
US\$ thousands
Balance at the beginning of the year 288 359 207 239
Provisions made during the year 331 426 238 338
Provisions used during the year (320) (497) (227) (370)
Balance at the end of the year 299 288 218 207

Note 23 - Financial Instruments

Exposure to credit risk

ÙÄù§ìăĖÝĦŁăÒ-ĦÙÄ-1ĖăĬēƴĝ-§ú½ăùē§úŁƴĝ-·§ĝÙƕ-·§ĝÙ-ÄĕĬÝĺ§òÄúĦĝ-§ú½ĝÙăĖĦƪĦÄĖù-ÝúĺÄĝĦùÄúĦĝ-§ĖÄ-Ýú-;ĝ˧Äòƪ¶§ĝĽ-¶§úïĝƚ

ÙÄù§ŀÝùĬù- ÄŀēăĝĬĖÄ- Ħă- ·ĖĽÝĦ- ĖÝĝï- ÒăĖ- Ħ˧½Ä- ĖÄ·ÄÝĺ§¶òÄĝ-Ʀ·ĬĖĖÄúĦ- §ú½ òăúÓƪĦÄĖùƧ- §Ħ- ĦÙÄ- ĖÄēăĖĦÝúÓ- ½§ĦÄ- ¶Ł- ÓÄăÓ˧ēÙÝ·- region was:

Group Company
Carrying amount
2024 2023 2024 2023
US\$ thousands
India 6,739 ŕŔƕŗŚŚ 1,640 ŖƕŔřŗ
Europe 1,053 1,209 1,013 1,116
USA 284 śŗś 237 ŗřř
Africa 716 1,170 7 147
Israel 431 268 2,408 ŕƕŗřŘ
Other 1,712 1,475 1,065 1,070
10,935 15,225 6,370 6,095

0ăĖ-ĦÙÄ-ŁÄ§Ėĝ-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-§ú½-ŖŔŖŗƕăúÄ-·ĬĝĦăùÄĖ-·ăùēĖÝĝĽ-§ēēĖăŀÝù§ĦÄòŁŕřǖƕăÒ-ĦÙÄ-1ĖăĬēƴĝăĬĦĝĦ§ú½ÝúÓ- Ħ˧½Ä- ĖÄ·ÄÝĺ§¶òÄĝƚ- 0ăĖ- ĦÙÄ- ŁÄ§Ėĝ- Äú½Ä½- Ä·Äù¶ÄĖ ŗŕƕ- ŖŔŖŘ- §ú½- ŖŔŖŗƕ ăúÄ- ·ĬĝĦăùÄĖ- ·ăùēĖÝĝĽ- §ēēĖăŀÝù§ĦÄòŁ ŕŚǖ- §ú½- ŕŘǖƕ-ĖÄĝēÄ·ĦÝĺÄòŁƕăÒ-ĦÙÄăùē§úŁƴĝăĬĦĝĦ§ú½ÝúÓ-ĖÄ·ÄÝĺ§¶òÄĝƚ-0ăĖ-ĦÙÄ-ŁÄ§Ė-Äú½Ä½-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŗ-§ĝÄ·ăú½-·ĬĝĦăùÄĖ- ·ăùēĖÝĝĽ-§ēēĖăŀÝù§ĦÄòŁŕŜǖƕăÒ-ĦÙÄăùē§úŁƴĝăĬĦĝĦ§ú½ÝúÓ-Ħ˧½Ä-ĖÄ·ÄÝĺ§¶òÄĝƚ-

Impairment losses

The aging of trade receivables (current and long-term) at the reporting date was:

Group Company
2024 2023 2024 2023
US\$ thousands
Not past due 4,466 7,285 2,781 2,524
o§ĝĦ
½ĬÄ
ŔƪŗŔ
½§Łĝ
1,054 ŕƕŗŘŖ 465 Śŗś
o§ĝĦ
½ĬÄ
ŗŕƪŝŔ
½§Łĝ
1,211 ŖƕŘŚŗ 451 887
More than 90 days* 5,349 5,501 3,101 2,288
12,080 16,591 6,798 ŚƕŗŗŚ
Allowance for doubtful receivables (1,145) ƦŕƕŗŚŚƧ (428) (241)
10,935 15,225 6,370 6,095

Ɛ-ÙÄù§ìăĖÝĦŁăÒ-ĦÙÄúăúƪÝùē§ÝĖĽ-¶§ò§ú·ÄĝăĺÄĖŝŔ-½§Łĝ-§ĝăÒ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-ĻÄĖÄē§Ý½ĝĬ¶ĝÄĕĬÄúĦ-Ħă-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘƚ

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

Group Company
2024 2023 2024 2023
US\$ thousands
Balance at January 1 1,366 1,022 241 ŗŝś
Movement (221) ŗŘŘ 187 (156)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕ
1,145 ŕƕŗŚŚ 428 241

AS AT DECEMBER 31, 2024

Note 23 - Financial Instruments (cont'd)

Exposure to currency risk

The Group's and Company's exposure to foreign currency risk was as follows based on notional amounts translated into US\$ thousands as at December 31, 2024 and 2023:

Group
December 31, 2024 December 31, 2023
તાલુકાઓ પૈકીના એક એવા ગામના લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામમાં મુખ્યત્વે ખેત Rupee તાજ Rupee
Cash and cash equivalents 1,532 1,309 1,833 1,619
Trade receivables 197 617 3 833
Other current assets 1,547 999 282 412
Current and long-term lease liabilities (2,971) (78) (3,566) (129)
Trade payables (644) (11) (1,011)
Income tax payable i (216) (48)
Other payables (1,434) (1,537) (2,090) (1,958)
Net balance sheet exposure (1,773) 1,083 (4,549) 729
Company
December 31, 2024 December 31, 2023
તાજ Rupee શાક Rupee
Cash and cash equivalents 1,100 907
Trade receivables 184 3
Other current assets 1,316 261
Current and long-term lease liabilities (2,966) - (3,534)
Trade payables (541) - (812)
Other payables (1,100) -- (1,582)
Net balance sheet exposure (2,007) - (4,757)

The following significant US dollar exchange rates applied during the year:

Average rate As at December 31
2024 2023 2024 2023
તારિક 3.699 3.687 3.647 3.627
Rupee 83.77 82.57 85.62 83.12

The Group is mainly exposed to change rates of the US dollar in relation to the NIS with regards to employee compensation and other expenses paid in NIS. For the year ended December 31, 2024, the Group maintained its portion of cash and cash equivalents held in NIS (equivalent to US\$ 1.5 million at December 31, 2024 (US\$ 1.8 million in 2023)). An appreciation/depreciation of 10% of the NIS and Rupee relative to the US dollar will not result in any material loss/gain in the Statement of Profit and Loss and Other Comprehensive Income.

Fair values

The fair values of cash and cash equivalents, trade receivables, certain other current assets, short-term investments, trade and other payables are not materially different from their carrying amounts because of the immediate or short-term maturity of these instruments.

AS AT DECEMBER 31, 2024

Note 24 – Leases

ÙÄ- 1ĖăĬē- Ù§ĝ òħĝÄ- §ÓĖÄÄùÄúĦĝ- ĻÝĦÙ- ĖÄĝēÄ·Ħ- Ħă ăÒŌ·Ä- Ò§·ÝòÝĦÝÄĝ ù§ÝúòŁ- Ýú- ;ĝ˧Äò- §ú½- ;ú½Ý§ƚ- ÙÄ- 1ĖăĬē- §òĝă- Ù§ĝ òħĝÄ- agreements in respect to vehicles in Israel. In measurement of the lease liabilities, the Group discounted lease payments using the nominal incremental borrowing rate as at the lease inception, or at January 1, 2019 for leases in effect prior to Ä·Äù¶ÄĖŗŕƕ-ŖŔŕŜƚ-ÙÄ-½Ýĝ·ăĬúĦ-˧ĦÄĝ-ĬĝĽ-ĦăùħĝĬĖÄ-ĦÙÄòħĝÄòݧ¶ÝòÝĦŁ-˧úÓĽ-¶ÄĦĻÄÄúŕƚŚǖ-§ú½-ŜƚŔǖƚ-ÙÝĝ-˧úÓÄ-Ýĝ- affected by differences in the length of the lease term, differences between the various groups of assets, different discount rates of Group companies, and so forth.

A. Information regarding material lease agreements

The Group leases motor vehicles for three-year periods from several leasing companies and from time to time ·Ù§úÓÄĝ-ĦÙÄúĬù¶ÄĖăÒòħĝĽĺÄÙÝ·òÄĝ-§··ă˽ÝúÓ-Ħă-ÝĦĝ-·ĬĖĖÄúĦúÄĽĝƚ-ÙÄòħĝĽùăĦăĖĺÄÙÝ·òÄĝ-§ĖÄ-ݽÄúĦÝŌĽ-¶Ł- means of license numbers and registration, with the leasing companies not being able to switch vehicles, other than in ·§ĝÄĝăÒ-½ÄŌ·ÝÄú·ÝÄĝƚ-ÙÄòħĝĽĺÄÙÝ·òÄĝ-§ĖÄ-ĬĝĽ-¶Ł-·ÄĖĦ§ÝúăÒ-ĦÙÄ-1ĖăĬēƞĝ-;ĝ˧ÄòĝĦ§ÒÒƕ-Ýú·òĬ½ÝúÓ-ÄùēòăŁÄÄĝ-ĻÙăĝÄ- employment agreements include an obligation of the Group to put a vehicle at their disposal. The Group accounted for the arrangement between it and its employees as an arrangement in the scope of IAS 19. The agreements with ĦÙÄòħĝÝúÓ-·ăùē§úÝÄĝ-½ăúăĦ-·ăúĦ§Ýú-ÄŀĦÄúĝÝăú-§ú½ƠăĖ-ĦÄĖùÝú§ĦÝăúăēĦÝăúĝ-ĦÙ§Ħ-ĦÙÄ-1ĖăĬē-Ýĝ-Ėħĝăú§¶òŁ-·ÄĖĦ§Ýú-Ħă- ÄŀÄĖ·ÝĝÄƚ

òħĝÄòݧ¶ÝòÝĦŁ-§ú½-ĖÝÓÙĦƪăÒƪĬĝÄ-§ĝĝÄĦ-Ýú-ĦÙÄ-§ùăĬúĦăÒyƺ-ŖŗŖ-ĦÙăĬĝ§ú½-§ú½yƺ-ŖŕŚ-ĦÙăĬĝ§ú½ƕ-ĖÄĝēÄ·ĦÝĺÄòŁƕ-Ù§ĺÄ- ¶ÄÄú-ĖÄ·ăÓúÝĝĽ-Ýú-ĦÙÄĝĦ§ĦÄùÄúĦăÒ-Ōú§ú·Ý§òēăĝÝĦÝăú-§ĝ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-Ýú-ĖÄĝēÄ·ĦăÒòħĝÄĝăÒùăĦăĖĺÄÙÝ·òÄĝƚ

ÙÄ-1ĖăĬēòħĝÄĝăÒŌ·Ä-Ò§·ÝòÝĦÝÄĝ-ÒăĖēÄĖÝă½ĝ-˧úÓÝúÓ-¶ÄĦĻÄÄú-Ŗƪř-ŁÄ§Ėĝƕ-ĻÝĦÙăēĦÝăúĝ-Ħă-ÄŀĦÄú½-ĦÙÄòħĝÄ-§ÓĖÄÄùÄúĦĝ- ÒăĖ-§½½ÝĦÝăú§ò-ŁÄ§Ėĝ-§ĦĝÝùÝò§Ė-ĦÄĖùĝ-§ĝ-ĦÙăĝÄăÒ-ĦÙÄ-ÄŀÝĝĦÝúÓ-§ÓĖÄÄùÄúĦĝƚ-òħĝÄòݧ¶ÝòÝĦŁ-§ú½-ĖÝÓÙĦƪăÒƪĬĝÄ-§ĝĝÄĦ-Ýú- ĦÙÄ-§ùăĬúĦăÒyƺřƕŖřŝ-ĦÙăĬĝ§ú½-§ú½yƺ-ŘƕŗśŜ-ĦÙăĬĝ§ú½ƕ-ĖÄĝēÄ·ĦÝĺÄòŁƕ-Ù§ĺÄ-¶ÄÄú-ĖÄ·ăÓúÝĝĽ-Ýú-ĦÙÄĝĦ§ĦÄùÄúĦăÒ- Ōú§ú·Ý§òēăĝÝĦÝăú-§ĝ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘ-Ýú-ĖÄĝēÄ·ĦăÒ-ĦÙăĝÄòħĝÄĝƚ

B. Right-of-use assets

Group
_ÒŌ·Ä
Ò§·ÝòÝĦÝÄĝ
Motor vehicles Total
US\$ thousands
§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
ŗƕŚŖŚ 292 ŗƕŝŕŜ
Additions ŗƕŗśŖ 150 ŗƕřŖŖ
Depreciation (1,214) (194) (1,408)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
5,784 248 ŚƕŔŗŖ
Balance at January 1, 2024 5,784 248 6,032
Additions -- 148 148
Disposal (37) (9) (46)
Depreciation (1,369) (171) (1,540)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
4,378 216 4,594
Company
_ÒŌ·Ä
Ò§·ÝòÝĦÝÄĝ
Motor vehicles Total
US\$ thousands
§ò§ú·Ä
§Ħ
I§úĬ§ĖŁ
ŕƕ
ŖŔŖŗ
ŗƕřŘś 204 ŗƕśřŕ
Additions -- 150 150
Depreciation (747) (140) (887)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŗ
2,800 214 ŗƕŔŕŘ
Balance at January 1, 2024 2,800 214 3,014
Additions -- 148 148
Disposal -- (9) (9)
Depreciation (747) (139) (886)
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
2,053 214 2,267

Note 24 – Leases (cont'd)

C. Lease liabilities

U§ĦĬĖÝĦŁ-§ú§òŁĝÝĝăÒ-ĦÙÄ-1ĖăĬēƞĝ-§ú½ăùē§úŁƴĝòħĝÄòݧ¶ÝòÝĦÝÄĝ-§ĝ-§Ħ-Ä·Äù¶ÄĖŗŕƕ-ŖŔŖŘƚ

Group Company
US\$ thousands
Less than one year 1,326 788
_úÄ
Ħă
ŌĺÄ
ŁÄ§Ėĝ
3,435 2,178
UăĖÄ
ĦÙ§ú
ŌĺÄ
ŁÄ§Ėĝ
730 --
§ò§ú·Ä
§Ħ
Ä·Äù¶ÄĖ
ŗŕƕ
ŖŔŖŘ
5,491 2,966

D. Additional information on leases

ùăĬúĦĝ-ĖÄ·ăÓúÝĝĽ-ÝúēĖăŌĦăĖòăĝĝ

2024 2023
US\$ thousands
;úĦÄĖÄĝĦ
ÄŀēÄúĝÄ
ăú
òħĝÄ
òݧ¶ÝòÝĦÝÄĝ
308 242
rÄĺ§òĬ§ĦÝăú
ăÒ
òħĝÄ
òݧ¶ÝòÝĦÝÄĝ
ÒĖăù
Äŀ·Ù§úÓÄ
˧ĦÄ
½ÝÒÒÄĖÄú·Äĝ
(26) (144)
Depreciation of right-of-use assets 1,540 1,408
Total 1,822 1,506

Note 25 – Commitments

-

A. Short term lease commitments (less than 1 year)

ÙÄ-1ĖăĬē-Ù§ĝ-ÄúĦÄĖĽ-ÝúĦă-·ÄĖĦ§ÝúĝÙăĖĦƪĦÄĖùòħĝÄĝ-ÒăĖăÒŌ·Ä-Ò§·ÝòÝĦÝÄĝƚ-ÙÄ-ÒĬĦĬĖÄùÝúÝùĬùúăúƪ·§ú·Äòò§¶òÄòħĝÄ- ē§ŁùÄúĦĝ-ĖÄò§ĦÝúÓ-Ħă-ĦÙăĝÄòħĝÄĝ-§ĖÄ-Ýú-ĦÙÄ-§ùăĬúĦăÒ-§ēēĖăŀÝù§ĦÄòŁyƺŕŝƕŔŔŔƚ-

  • B.- ÙÄ-1ĖăĬē-Ýĝ-·ăùùÝĦĦĽ-Ħăē§Ł-Ė㣧òĦÝÄĝ-§Ħ-ĦÙÄ-˧ĦÄăÒŗǖƪŗƚřǖ-Ħă-ĦÙÄ-;;ăúĝ§òÄĝēĖă·ÄĽĝ-ÒĖăùēĖă½Ĭ·Ħĝ-ÒăĖ-ĻÙÝ·Ù-ÝĦ- ĖÄ·ÄÝĺĽ-Ó˧úĦĝ-Ĭē-Ħă-§ú-§ùăĬúĦúăĦ-Äŀ·ÄĽÝúÓ-ĦÙÄ-Ó˧úĦĝ-ĖÄ·ÄÝĺĽ-ƦòÝúïĽ-Ħă-ĦÙÄ-Äŀ·Ù§úÓÄ-˧ĦÄăÒ-ĦÙÄy-½ăòò§ĖƧƚ-ÙÄ- ĦăĦ§ò-Ó˧úĦĝ-ĖÄ·ÄÝĺĽƕúÄĦăÒ-Ė㣧òĦÝÄĝē§Ý½-Ħă-ĦÙÄ-;;ƕ-Äŀ·òĬ½ÝúÓ-1§ò§Ħħƕ-ĻÙÝ·Ùϧĝ-ĖÄē§Ý½-Ýú-ŖŔŕŗƕϧĝ-§ēēĖăŀÝù§ĦÄòŁ- yƺ ŕƚŕ ùÝòòÝăú- ĦÙĖăĬÓÙ- Ä·Äù¶ÄĖ ŗŕƕ- ŖŔŖŘƚ ĝ- ĦÙÄ- ĦÄ·ÙúăòăÓŁ- ĖÄò§ĦĽ- Ħă- ĦÙÄĝÄ- Ó˧úĦĝ ϧĝ úăĦ- ·ăùùÄĖ·Ý§òòŁ- successful, future sales connected to the research and development of this technology are still dependent on the ĖÄĝĬòĦăÒ-ÒĬĖĦÙÄĖĝĬ··ÄĝĝÒĬò-ĖÄĝħ˷Ù-§ú½-½ÄĺÄòăēùÄúĦ-§ú½ù§ĖïÄĦ-§··ÄēĦ§ú·Äƚ-
  • C.- _ú-VăĺÄù¶ÄĖŝƕ-ŖŔŕŕƕ-§ĝĬ¶ĝÝ½Ý§ĖŁăÒ-ĦÙÄăùē§úŁ-§·ĕĬÝĖĽēăòÝĝÙĽ-½Ý§ùăú½-Ýù§ÓÝúÓ-ĦÄ·ÙúăòăÓŁƚú½ÄĖ-ĦÙÄ-ĦÄĖùĝ- ăÒ- ĦÙÄ- §ÓĖÄÄùÄúĦƕ- ĦÙÄ ĝĬ¶ĝÝ½Ý§ĖŁù§Ł- ¶Ä- ĖÄĕĬÝĖĽ- Ħă ē§Ł- §½½ÝĦÝăú§ò- ·ăúĦÝúÓÄúĦ- ·ăúĝݽÄ˧ĦÝăú- ½ĬÄ- Ýú- ĦÙÄ- ÒăĖù ăÒ- Ė㣧òĦÝÄĝăÒ-§ēēĖăŀÝù§ĦÄòŁřǖăúĝ§òÄĝ-ÒăĖ-§ēÄĖÝă½ăÒúăĦòÄĝĝ-ĦÙ§úś-ŁÄ§Ėĝ-ÒăòòăĻÝúÓ-ĦÙÄ-½§ĦÄăÒ-§·ĕĬÝĝÝĦÝăú-§ú½-Ĭē-Ħă- the life of the patents, capped at US\$10 million.

Note 26 – Contingent Liabilities

The Group is currently a party to various civil litigation proceedings in different jurisdictions in which it does business. These proceedings include, among other matters, patent and intellectual property infringement litigation in India, Belgium and Israel which were initiated either by us or third parties, commercial debt collection suits for non-payment by customers, and a claim for wrongful termination by a former employee in Israel. Based on the opinions of the Group's legal advisors, the 1ĖăĬē-¶ÄòÝÄĺÄĝ-ĦÙ§Ħ-§òòēÄú½ÝúÓ-·ò§Ýùĝ-§Ó§ÝúĝĦ-ĦÙÄ-1ĖăĬē-§ĖÄ-ĻÝĦÙăĬĦùÄĖÝĦ-§ú½-ÝĦĝ-ÄŀēăĝĬĖÄ-Ħă-ĦÙÄĝÄ-½ÝĝēĬĦĽ-·ò§Ýùĝ-ĻÝòòúăĦ- Ù§ĺÄ-§ù§ĦÄĖݧò-Ýùē§·Ħăú-ÝĦĝ-¶ĬĝÝúÄĝĝúăĖăú-ÝĦĝ-Ōú§ú·Ý§òēăĝÝĦÝăúăĖ-ĖÄĝĬòĦĝăÒăēÄ˧ĦÝăúƚ-··ă˽ÝúÓòŁƕúăēĖăĺÝĝÝăú-Ù§ĝ-¶ÄÄú- ù§½Ä-Ýú-ĦÙÄ-1ĖăĬēƴĝ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ-ÒăĖĝĬ·Ù-·ò§Ýùĝƚĝ-Ħă-Ħ§ŀ-½ÝĝēĬĦÄĝƕĝÄÄ-VăĦÄŝƚ

Note 27 – Related Parties

ÙÄ-ÒăòòăĻÝúÓĝÝÓúÝŌ·§úĦ-ĖÄò§ĦĽē§ĖĦŁ-Ħ˧úĝ§·ĦÝăúĝ-¶ÄĦĻÄÄú-ĦÙÄ-1ĖăĬē-§ú½-ĖÄò§ĦĽē§ĖĦÝÄĝ-ĻÄĖÄ-·§ĖĖÝĽăĬĦ-Ýú-ĦÙÄúăĖù§ò- course of business on terms agreed between the parties:

Remuneration of key management personnel

Year ended December 31
2024 2023
US\$ thousands
Remuneration of CEO and directors


0ÝŀĽ
Ýú·ăùÄƪ¶§ĝĽ
896 901
Share-based payments 94 212
Other performance based incentives 47 --
1,037 ŕƕŕŕŗ

oĬĖĝĬ§úĦ-Ħă-§úúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓ-§ú½-§ú-"ŀĦ˧ă˽Ýú§ĖŁ-1ÄúÄ˧ò-UÄÄĦÝúÓăÒ-ĦÙÄăùē§úŁƴĝĝÙ§ĖÄÙăò½ÄĖĝ-ÙÄò½ăúēĖÝò- ŖŘƕ-ŖŔŖŘƕ-ĦÙÄ-1ĖăĬēƴĝ-"_-ĻÄĖÄ-Ó˧úĦĽŕƕŔŔŔƕŔŔŔăēĦÝăúĝ-ĦăēĬĖ·Ù§ĝÄă˽Ýú§ĖŁĝÙ§ĖÄĝăÒ-ĦÙÄăùē§úŁƕ-ÄŀÄĖ·Ýĝ§¶òÄ-Ĭēăú- ĦÙÄē§ŁùÄúĦăÒyÝúÓ§ēăĖħúƺŔƚŖŚŕēÄĖĝÙ§ĖÄ-Ʀ§Ħúă-½Ýĝ·ăĬúĦăÒ-ĦÙÄ-ĦÙÄú-U§ĖïÄĦoĖÝ·Ä-Ʃ-§ĝĝĬ·Ù-ĦÄĖù-Ýĝ-½ÄŌúĽ-Ýú-ĦÙÄ-ŖŔŕř- oò§úƧƕ-ĻÝĦÙĺÄĝĦÝúÓ-·ăú½ÝĦÝăúĝăÒùăĖÄ- ĦÙ§ú- ÒăĬĖ-ŁÄ§Ėĝ-§ú½-§-·ăúĦ˧·ĦĬ§òòÝÒÄăÒ ĝÝŀ- ŁÄ§Ėĝƚ-ÙÄăēĦÝăúĝ-ĻÝòòĺÄĝĦ ĝĬ¶ìÄ·Ħ- Ħă- performance-based conditions, relating to share price. The fair value of the options granted was US\$ 0.065 per share at the grant date (see Note 21).

oĬĖĝĬ§úĦ-Ħă-§úúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓ-§ú½-§ú-"ŀĦ˧ă˽Ýú§ĖŁ-1ÄúÄ˧ò-UÄÄĦÝúÓăÒ-ĦÙÄăùē§úŁƴĝĝÙ§ĖÄÙăò½ÄĖĝ-ÙÄò½ăúēĖÝò- ŖŘƕ-ŖŔŖŗƕ-ĦÙÄăùē§úŁƴĝ-Ù§ÝĖù§úăÒ-ĦÙÄă§Ė½-§ú½-ĦÙÄ-1ĖăĬēƴĝ-"_-ĻÄĖÄ-Ó˧úĦĽŕƕŔŔŔƕŔŔŔăēĦÝăúĝ-ĦăēĬĖ·Ù§ĝÄă˽Ýú§ĖŁ- ĝÙ§ĖÄĝăÒ-ĦÙÄăùē§úŁƕ-ÄŀÄĖ·Ýĝ§¶òÄ-Ĭēăú-ĦÙÄē§ŁùÄúĦăÒyÝúÓ§ēăĖħúƺŔƚŘŘŚēÄĖĝÙ§ĖÄ-Ʀ§Ħúă-½Ýĝ·ăĬúĦăÒ-ĦÙÄ-ĦÙÄú-U§ĖïÄĦ- oĖÝ·Ä- Ʃ- §ĝ ĝĬ·Ù- ĦÄĖù- Ýĝ- ½ÄŌúĽ- Ýú- ĦÙÄ- ŖŔŕřoò§úƧƕ-ĻÝĦÙ ĺÄĝĦÝúÓ-·ăú½ÝĦÝăúĝ ăÒ ăúÄ- Ħă- ĦÙĖÄÄ- ŁÄ§Ėĝ- §ú½- §- ·ăúĦ˧·ĦĬ§ò òÝÒÄ ăÒ- ĝÝŀ-ŁÄ§Ėĝƚ-ÙÄăēĦÝăúĝ-ĻÝòòĺÄĝĦĝĬ¶ìÄ·Ħ- ĦăĝÄĖĺÝ·Äƪ¶§ĝĽ-·ăú½ÝĦÝăúĝ-§ú½ēÄĖÒăĖù§ú·Äƪ¶§ĝĽ-·ăú½ÝĦÝăúĝƕ- ĖÄò§ĦÝúÓ- Ħă ĝ§òÄĝ- Ħ§ĖÓÄĦĝƚ-;ú-§½½ÝĦÝăúƕĝÝŀ-½ÝĖÄ·ĦăĖĝ-ĻÄĖÄ-Ó˧úĦĽ-ŖƕŖřŔƕŔŔŔăēĦÝăúĝ-ĦăēĬĖ·Ù§ĝÄă˽Ýú§ĖŁĝÙ§ĖÄĝăÒ-ĦÙÄăùē§úŁƕ-ÄŀÄĖ·Ýĝ§¶òÄ- Ĭēăú-ĦÙÄē§ŁùÄúĦăÒyyÝúÓ§ēăĖħúƺŔƚŘŘŚēÄĖĝÙ§ĖÄ-Ʀ§Ħúă-½Ýĝ·ăĬúĦăÒ-ĦÙÄ-ĦÙÄú-U§ĖïÄĦoĖÝ·Ä-Ʃ-§ĝĝĬ·Ù-ĦÄĖù-Ýĝ-½ÄŌúĽ-Ýú- ĦÙÄ-ŖŔŕřoò§úƧƕ-ĻÝĦÙĺÄĝĦÝúÓ-·ăú½ÝĦÝăúĝăÒăúÄ-Ħă-ĦÙĖÄÄ-ŁÄ§Ėĝ-§ú½-§-·ăúĦ˧·ĦĬ§òòÝÒÄăÒĝÝŀ-ŁÄ§Ėĝƚ-ÙÄăēĦÝăúĝ-ĻÝòòĺÄĝĦĝĬ¶ìÄ·Ħ- to service-based conditions. The fair value of the options granted was US\$ 0.09 per share at the grant date (see Note 21).

Note 28 – Group Entities

A. Details in respect of subsidiaries

ÙÄ-ÒăòòăĻÝúÓĝĬ¶ĝݽݧĖÝÄĝ-Ù§ĺÄ-¶ÄÄú-Ýú·òĬ½Ä½-Ýú-ĦÙÄ-·ăúĝăòݽ§ĦĽ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝƔ

Effective equity interest
held by the Group as
at December 31,
Place of
Incorporation
2024 and 2023
%
Galatea Ltd. Israel ŕŔŔǖ
Sarine Color Technologies Ltd. Israel ŕŔŔǖ
Sarine Polishing Technologies Ltd. Israel ŕŔŔǖ
Sarine Holdings USA Ltd. Israel ŕŔŔǖ
Sarin Technologies India Pvt. Ltd. India ŕŔŔǖ
Sarin Hong Kong Ltd. Hong Kong ŕŔŔǖ
Sarine North America Inc. Delaware, USA ŕŔŔǖ
Sarine IGT 10H Inc. Delaware, USA ŕŔŔǖ
Sarine IGT 10I Inc. Delaware, USA ŕŔŔǖ
Sarine IGT 10JKL Inc. Delaware, USA ŕŔŔǖ
GCAL VÄĻ
œăĖïƕ
‡y
śŔǖ

AS AT DECEMBER 31, 2024

Note 28 – Group Entities (cont'd)

B. Movements in investments in subsidiaries:

Company
2024 2023
US\$ thousands
Balance at beginning of year 43,576 ŗŚƕŔŖŖ
Movements during the year:
Loans and credit granted to subsidiaries 6,305 ŕŖƕŗŚŔ
ÙÄ
ăùē§úŁƴĝ
ĝÙ§ĖÄ
ăÒ
ēĖăŌĦĝ
4,403 5,194
Dividend (11,499) (10,000)
Balance at end of year 42,785 ŘŗƕřśŚ

Note 29 – Business acquisition Business combination during the current period

;ú-U§Ł-ŖŔŖŗƕ-ĦÙÄăùē§úŁƴĝ-Ýú½ÝĖÄ·Ħ-ĻÙăòòŁƪăĻúĽĝĬ¶ĝÝ½Ý§ĖŁƕy§ĖÝúÄ-VăĖĦÙùÄĖÝ·§ƕ-;ú·ƚ-ƦĦÙÄ-ƱoĬĖ·Ù§ĝÄĖƲƧƕ-·òăĝĽ-§ú-§ĝĝÄĦ- ēĬĖ·Ù§ĝÄ-§ÓĖÄÄùÄúĦ- Ħă-§·ĕĬÝĖÄ- ĦÙÄ-¶ĬĝÝúÄĝĝ-§ú½-·ÄĖĦ§Ýú-§ĝĝÄĦĝăÒ-1Äù-ÄĖĦÝŌ·§ĦÝăúǡĝĝĬ˧ú·Ä-M§¶ƕ-;ú·ƚƕ-§-VÄĻăĖï- ăĖēă˧ĦÝăú-ƦƱ1MƲƧƕ-·ăùēĖÝĝÝúÓ-ĦÙÄ-ÓÄùăòăÓÝ·§òò§¶ă˧ĦăĖŁ-¶ĬĝÝúÄĝĝăÒ-1Mƕ-ĦÙĖăĬÓÙ-1My-MMƕ-§úÄĻòŁ-·ĖħĦĽ- Äò§Ļ§ĖÄƕy-ÄúĦÝĦŁ-ƦƱ1MyƲƧ-ĻÙÝ·Ù-ÝĝśŔǖăĻúĽ-¶Ł-ĦÙÄoĬĖ·Ù§ĝÄĖ-§ú½ŗŔǖăĻúĽ-¶Ł-1Mƚú½ÄĖ-ĦÙÄ-ÓĖÄÄùÄúĦ- ĦÙÄ-ĦăĦ§òēĬĖ·Ù§ĝÄēĖÝ·Äē§Ý½-¶Ł-ĦÙÄoĬĖ·Ù§ĝÄĖϧĝyƺřƚŚřùÝòòÝăú-Ýú-·§ĝÙ-ÒăĖ-§śŔǖ-ÝúĦÄĖÄĝĦ-Ýú-ĦÙÄ-¶ĬĝÝúÄĝĝƚ-

Ł-ÝùēòÄùÄúĦÝúÓ-ĦÙÄ-1ĖăĬēƴĝ-ĬúÝĕĬÄ-ĦÄ·ÙúăòăÓÝÄĝ-§ú½ēĖă½Ĭ·Ħĝƕ-ĦÙÄ-1ĖăĬē-ĻÝòò-¶Ä-§¶òÄ-Ħă-·ăú·ĬĖĖÄúĦòŁ-½ÄĺÄòăē-ÝĦĝĝÄĖĺÝ·Äĝ- Óòă¶§òòŁ-ĻÙÝòÄĝÝÓúÝŌ·§úĦòŁ-Äŀē§ú½ÝúÓ-ÝĦĝĝÄĖĺÝ·Äĝ-Ħăƚyƚ-ĖÄĦ§ÝòÄĖĝ-§ú½-ĻÙăòÄĝ§òÄĖĝƚ-ÙÄ-§·ĕĬÝĝÝĦÝăú-ĻÝòòēĖăĺݽÄ-ĦÙÄ-1ĖăĬē- ĻÝĦÙ-§-ĻÄòò-ĖÄĝēÄ·ĦĽ-·Ù§úúÄò-ÝúĦă-ĦÙÄƚyƚù§ĖïÄĦ-§ú½-§··ÄòÄ˧ĦÄ-ÝĦĝēÄúÄĦ˧ĦÝăú-ĦÙÄĖÄăÒƚ

ÙÄ- ÓĖÄÄùÄúĦ- ·ăúĦ§Ýúĝ- ĦĻă ēĬĦƠ·§òò- §Ė˧úÓÄùÄúĦĝƚ- ÙÄ- ŌĖĝĦ- ĻăĬò½- ¶Ä- §ēēòݧ¶òÄ- Ýú- ĦÙÄ- ÄĺÄúĦ ăÒ- §- ·Ù§úÓÄ- Ýú- ·ăúĦĖăò ăÒ- y§ĖÝúÄ-Ýú-ĦÙÄ-ÄĺÄúĦ-ĦÙÄēĖăēăĝĽ-§·ĕĬÝĖÄĖĝÄÄïĝ-·ăúĦĖăòăĺÄĖŕŔŔǖăÒ-ĦÙÄ-ÄĕĬÝĦŁ-ÝúĦÄĖÄĝĦĝ-Ýú-1MyăĖ-ÝÒyÄòòÄĖĝÄÄïĝ-Ħă- ½ÝĝēăĝÄăÒ-ÝĦĝ-ÝúĦÄĖÄĝĦ-Ýú-1My-Ħă-ĦÙÄēĖăēăĝĽ-§·ĕĬÝĖÄĖƚ-ÙÄĝÄ·ăú½ēĬĦƠ·§òò-§Ė˧úÓÄùÄúĦ-Ýĝ-§ēēòÝ·§¶òÄ-ÒăòòăĻÝúÓ-ĦÙÄ- ĦÙÝ˽-§úúÝĺÄĖĝ§ĖŁăÒ-ĦÙÄăùēòÄĦÝăú-§ú½-Äú§¶òÄĝy§ĖÝúÄ-Ħă-§·ĕĬÝĖÄ-§òòăÒyÄòòÄĖƴĝ-ÄĕĬÝĦŁ-Ýú-1MyăĖyÄòòÄĖ-Ħă-½ÝĝēăĝÄăÒ-ÝĦĝ- ÝúĦÄĖÄĝĦ-Ýú-1My-Ħăy§ĖÝúÄ-ƦĦÙÄ-ƱoĬĦƠ§òòƲƧƚ-ÙÄēĬĖ·Ù§ĝÄēĖÝ·Ä-ÒăĖ-ĦÙÄoĬĦƠ§òòƕ-ÝÒ-ÄŀÄĖ·ÝĝĽ-¶Ły§ĖÝúÄƕ-Ýĝ-ĦÙÄ-ÓĖħĦÄĖăÒ- Ʀ§ƧyÄòòÄĖƴĝ-ÄĕĬÝĦŁ-ÝúĦÄĖÄĝĦ-Ýú-1MyùĬòĦÝēòÝĽ-¶ŁƺŜƚřùÝòòÝăú-§ú½-Ʀ¶Ƨ-§ùĬòĦÝēòÄăÒ-ÄÝÓÙĦ-ĦÝùÄĝ-ĦÙÄ-Ħ˧ÝòÝúÓ-ÄÝÓÙĦĕĬ§ĖĦÄĖĝƴ- §ĺÄ˧ÓÄ-§úúĬ§òúÄĦ-Ýú·ăùÄăÒ-1My-ƦĦÙÄ-Ʊ§òò-_ēĦÝăú-"ŀÄĖ·ÝĝÄoĖÝ·ÄƲƧƚ-;Ò-ÄŀÄĖ·ÝĝĽ-¶ŁyÄòòÄĖƕ-ĦÙÄēĬĖ·Ù§ĝÄēĖÝ·Ä-ÝĝĝÝŀ- ĦÝùÄĝ-ĦÙÄùĬòĦÝēòÄăÒ-ĦÙÄ-Ħ˧ÝòÝúÓ-ÄÝÓÙĦĕĬ§ĖĦÄĖĝƴ-§ĺÄ˧ÓÄ-§úúĬ§òúÄĦ-Ýú·ăùÄăÒ-1My-ƦĦÙÄ-ƱoĬĦ-_ēĦÝăú-"ŀÄĖ·ÝĝÄoĖÝ·ÄƲƧƚ

ÙÄăùē§úŁ-§ēēòÝĽ-ĦÙÄ-§úĦÝ·Ýē§ĦĽƪ§·ĕĬÝĝÝĦÝăúùÄĦÙă½-§ú½-§··ăĬúĦĝ-ÒăĖŕŔŔǖăÒ-1My-Ýú-ÝĦĝ-Ōú§ú·Ý§òĝĦ§ĦÄùÄúĦĝ- from day one.

ÄĦ§ÝòĝăÒ-ĦÙÄēĬĖ·Ù§ĝÄ-·ăúĝݽÄ˧ĦÝăúƕ-ĦÙÄúÄĦ-§ĝĝÄĦĝ-§·ĕĬÝĖĽ-§ú½-Óăă½ĻÝòò-§ĖÄ-§ĝ-ÒăòòăĻĝƔ

Purchase consideration (US\$ thousands)
Cash paid 5,650
§ŀ
ē§Ý½
45
oĖÄĝÄúĦ
ĺ§òĬÄ
ăÒ
oĬĦ
_ēĦÝăú
"ŀÄĖ·ÝĝÄ
oĖÝ·ÄƐ
Total purchase consideration

* Valuation of options granted as part of the asset purchase agreement.

AS AT DECEMBER 31, 2024

Note 29 - Business acquisition Business combination during the current period (cont'd)

At December 31, 2024 the Group revisited GCAL's forecasted results and revised the present value of the put option price to US\$1,100 thousands.

The assets and liabilities recognised as a result of the acquisition are as follows (US\$ thousands):

Property, plant and equipment 1,220
Customers relations 1,825
Brand name 699
Goodwill 3.076
Fair value of Call Option 602
Total purchase consideration 7.422

At December 31, 2024 the Group revisited GCAL's forecasted results and revaluated the fair value of the call option to US\$1,100 thousands.

Measurement of fair values

Presented hereunder is information regarding the techniques the Group used to measure the fair value of the assets (i) and liabilities recognised as a result of the business combination:

a. Fixed assets

The fair value of fixed assets is based on market value of fixed assets is the estimated amount for which a fixed asset could be exchanged on the date of valuation between a willing seller in an arm's length transaction wherein the parties each acted knowledgeably. The market value of items of plant, equipment, fixtures and fittings is based on quoted market prices for similar items, when available, and on replacement costs when such quotes are unavailable.

b. Intangible assets

The fair value of Brand name is based on the discounted estimated royalty payments that have been avoided as a result of the trademark being owned. The fair value of customer relationships is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.

Goodwill

The goodwill is attributable mainly to the skills and technical talent of the acquiree's work force, and the synergies expected to be achieved from integrating the company into the Group's existing regular business.

Acquisition-related costs

The Group incurred acquisition-related costs of approximately US\$ 0.3 million related to legal fees and due diligence costs. These costs have been included in general and administrative expenses in the statement of profit or loss and other comprehensive income.

Additional Information

The amounts of revenue and profit of the acquisition date included in the consolidated statement of profit and loss and OCl for the year ended December 31, 2023 is US\$ 4.1 million and US\$ 0.1 million, respectively.

Below are certain unaudited pro forma, combined statement of profit and loss data for the year ended December 31, 2023, presented as if the GCAL Acquisition had occurred on January 1, 2023, after giving effect to: (a) purchase accounting adjustments, including the increase in amortisation of identifiable intangible assets, and (b) estimated lower financial income due to add-back of interest income on the Company's cash equivalents and short-term investments used as cash consideration in the acquisition. This unaudited pro forma financial information is not necessarily indicative of the combined results that would have been attained had the acquisition taken actually place at the beginning of 2023, nor is it necessarily indicative of future results.

Year ended December 31,
2024
US\$ thousands
(unaudited)
44,203

(3,222)

Sales Net loss

AS AT DECEMBER 31, 2024

Note 30 – Investment property (Real Estate)

ÙÄ- ŁÄ§Ė- Äú½Ä½- Ä·Äù¶ÄĖ ŗŕƕ- ŖŔŖŘ- Ýú·òĬ½Ä- § úÄĻ- §··ăĬúĦÝúÓ ēăòÝ·Ł- ÒăĖ- ÝúĺÄĝĦùÄúĦ ēĖăēÄĖĦŁ- ƦĖħò- ÄĝĦ§ĦÄƧƚ- ĬÄ- Ħă- ĦÙÄ- §·ĕĬÝĝÝĦÝăúăÒ-1M-Ýú-ŖŔŖŗ- §ú½- ĦÙÄ ĝĬ¶ĝÄĕĬÄúĦ-ÝúĦÄÓ˧ĦÝăúēĖă·Ä½ĬĖÄĝƕ- ĦÙÄ ăùē§úŁ- ·ăúĝăòݽ§ĦĽ-ÝĦĝăÒŌ·Äĝ-Ýú-VăĖĦÙ- ùÄĖÝ·§ƕ-§ú½-·ăúĝÄĕĬÄúĦòŁĺ§·§ĦĽăÒŌ·Äĝē§·Äƚ-ÙÄĝÄăÒŌ·Äĝ-ĻÄĖÄ- ĖÄúĦĽăĬĦ- Ħă-§- ĦÙÝ˽ē§ĖĦŁ-½ĬĖÝúÓ-ŖŔŖŘƚ-ĬÄ- Ħă- ĦÙÄ- ·Ù§úÓÄăÒ-ĦÙÄ-ĬĝÄăÒ-ĦÙÄăÒŌ·Äĝƕ-ĦÙÄăùē§úŁ-ĖÄ·ò§ĝĝÝŌĽ-ĦÙÄĝÄăÒŌ·Äĝ-ÒĖăùēĖăēÄĖĦŁƕēò§úĦ-§ú½-ÄĕĬÝēùÄúĦ-Ħă-ÝúĺÄĝĦùÄúĦ- property, as prescribed by IAS 40, Investment Property. The Company elected to present its investment property at the cost basis.

2024
Group Company
US\$ thousands
Cost
Balance at the beginning of the year -- --
rÄ·ò§ĝĝÝŌ·§ĦÝăú
ÒĖăù
ēĖăēÄĖĦŁƕ
ēò§úĦ
§ú½
ÄĕĬÝēùÄúĦ
5,887
Balance at the end of the year --
5,887 --
Depreciation
Balance at the beginning of the year -- --
rÄ·ò§ĝĝÝŌ·§ĦÝăú
ÒĖăù
ēĖăēÄĖĦŁƕ
ēò§úĦ
§ú½
ÄĕĬÝēùÄúĦ
1,849
Depreciation 124 --
Balance at the end of the year 1,973 --
Carrying amounts 3,914 --
Year ended December 31, 2024
Group Company
US\$ thousands
Fair value 3,928 --

Note 31 – Subsequent Events

_ú- 0ĶĖĬ§ĖŁ- Ŗŗƕ- ŖŔŖřƕ- ĦÙÄ ă§Ė½ ăÒ- ÝĖÄ·ĦăĖĝ ăÒ- ĦÙÄ ăùē§úŁ- Ù§ĝ- §ēēĖăĺĽ ù§ú§ÓÄùÄúĦ ēò§úĝ- ÒăĖ- Ħ˧úĝÒÄĖĖÝúÓ- ÝĦĝ- manufacturing activities to India.

_ú-0ĶĖĬ§ĖŁ-Ŗŗƕ-ŖŔŖřƕ-ĦÙÄă§Ė½ăÒ-ÝĖÄ·ĦăĖĝăÒ-ĦÙÄăùē§úŁ-§ēēĖăĺĽ-ĦăĝÝÓú-§úăúƪ¶Ýú½ÝúÓ-MÄĦĦÄĖăÒ-;úĦÄúĦ-Ħă-§·ĕĬÝĖÄ-§- ù§ìăĖÝĦŁĝĦ§ïÄ-Ýú-KÝĦăĺƚ§ÝƕĝĬ¶ìÄ·Ħ-Ħă-½ĬÄ-½ÝòÝÓÄú·Ä-§ú½-ÄŀÄ·ĬĦÝúÓ-§-½ÄŌúÝĦÝĺÄ-§ÓĖÄÄùÄúĦƕ-Ýú-§ú-§òò-·§ĝÙ-·ăúĝݽÄ˧ĦÝăúƚoÄú½ÝúÓ- its actual closing.

SHAREHOLDING STATISTICS

AS AT 11 MARCH 2025

lssued and fully paid-up 356.836.455
No. of Treasury Shares 14.993.174
Class of shares ordinary shares of no par value
Voting rights on a show of hands, by written ballot or by any other means : 1 vote for each ordinary share

ANALYSIS OF SHAREHOLDINGS

Range of Shareholdings No. of Shareholders % No. of Shares %
1 - 99 34 2.11 1,531 0.00
100 = 1.000 111 6.90 77,627 0.02
1,001 - 10,000 720 44.78 4,209,381 1.18
10,001 - 1,000,000 725 45.09 44,528,758 12.48
1,000,001 and above 18 1.12 308,019,158 86.32
1.608 100.00 356,836,455 100.00

Shareholdings Held in Hands of Public

Based on information available to the Company as at 11 March 2025, approximately 67.46% of the issued ordinary shares of the Company is held by the public and therefore, Rule 723 of the Listing Manual issued by Singapore Exchange Securities Trading Limited is complied with.

TOP 20 SHAREHOLDERS

No.
Name of Shareholder
No. of Shares 0/6*
1 Raffles Nominees (Pte) Ltd 89,880,249 26.29
2 Citibank Nominees Singapore Pte Ltd 87,267,519 25.53
3 DBS Nominees (Pte) Limited 59,872,465 17.51
ABN Amro Clearing Bank N.V. 20,122,809 5.89
5 UOB Kay Hian Pte Ltd 11,477,274 3.36
Eyal Avraham Khayat 8,314,772 2.43
7 IFast Financial Pte Ltd 5,268,524 1.54
8 Phillip Securities Pte Ltd 4.420,367 1.29
OCBC Securities Private Ltd 4,147,983 1.21
10 BNP Paribas Nominees Singapore Pte Ltd 3,458,700 1.01
11 Chow Kwok Hong 3,100,051 0.91
12 28 Holdings Pte. Ltd. 2,750,000 0.81
13 Cheng Heng Seng 2,270,000 0.67
14 Cheong Shuek Mui 1,303,167 0.38
15 Soh Cheng Lin 1,199,900 0.35
16 Baey Boon Lin 1,110,000 0.32
17 Tiger Brokers (Singapore) Pte. Ltd. 1,040,816 0.30
18 DBS Vickers Securities (S) Pte. Ltd. 1,014,562 0.30
19 BPSS Nominees Singapore (Pte.) Ltd. 981,000 0.29
20 Wong Chee Keong Alvin 820,078 0.24
309,820,236 90.63

The percentage of shareholdings was computed based on the issued share capital of the Company as at 11 March 2025 of 341,843,281 shares (which excludes 14,933,174 shares which are held as treasury shares representing approximately 4.39% of the total number of issued shares excluding treasury shares).

There were no Subsidiary Holdings (as defined in the SGX-ST Listing Manual) as at 11 March 2025.

SHAREHOLDING STATISTICS

AS AT 11 MARCH 2025

SUBSTANTIAL SHAREHOLDERS

Direct Interest
Deemed Interest
Name No. of Shares %* No. of Shares 0%*
FIMI Opportunity 7, L.P. - - 38,853,937 11.37%
Axxion S.A. - - 30,691,900 8.98%

The percentage of issued ordinary shares is calculated based on the number 341,843,281 of issued ordinary shares of the company as at 11 March 2025 (excluding 14,993,174 treasury shares).

Directors' Interests in Shares of the Company

Name of Director Shareholdings in the name of the Director Shareholdings in which the Director is
deemed to have an interest
As at
1 January
2024
As at
31 December
2024
As at
21 January
2025
As at
1 January
2024
As at
31 December
2024
As at
21 January
20225
Daniel Benjamin Glinert 12,734,156 12,734,156 12,734,156
Avraham Eshed 15,126,922 15,126,922 15,126,922
Uzi Levami 12,335,406 12,335,406 12,335,406
Varda Shine 350.000 350.000 350.000
Neta Zruya-Hashai
Lim Yong Sheng 225.000 225,000 225.000
Sin Boon Ann

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting ("AGM") of the Company will be held in the Empress Ballroom 1, Level 2, at the Singapore Carlton Hotel, 76 Bras Basah Rd, Singapore 189558, on the 24th day of April 2025 at 3:00 PM Singapore time (10:00 AM Israel time) to transact the business enumerated below.

Ordinary Business

  • To receive and consider the audited accounts for the vear ended 31 December 2024 and the reports of the directors and 1. auditors thereon.
    1. Rubin and Co., Certified Public Accountants (Isr.) as external auditors and to authorise the Board of Directors to fix their remuneration.
    1. representative rate of US\$ 1 = NJS 3.60) per month [See Explanatory Note (a)].
    1. David Block, the CEO, subject to the approval of the 2025 Plan by the Israeli Tax Authority and by the Extraordinary General Meeting (to be held immediately following the AGM - the "EGM") [See Explanatory Notes (a) and (b)]

Special Business

  • To consider and, if thought fit, to pass the following members' resolutions with or without amendments: 5.
  • 5.1

That authority be given to the directors of the Company to issue and allot shares in the Company whether by way of rights, bonus or otherwise (including but not limited to the issue at any time, whether during the continuance of such authority or thereafter, pursuant to offers, agreements or options made or granted by the Company while this authority remains in force) by the directors, or otherwise disposal of shares (including making and granting offers, agreements and options which would or might requires to be issued, allotted or otherwise disposed of, whether during the continuance of such authority or the directors of the Company at any time to such persons (whether or not such persons are members). upon such terms and for such purposes as the Directors may in their absolute discretion deem fit PROVIDED THAT:

  • (i) in the capital of the Company (as calculated in accordance with paragraph (ii) below), of which the aggregate number of shares and convertible securities issued other than on a pro rata basis to existing members must not be more than 10% of the total issued shares in the capital of the Company:
  • (ii) purpose of determining the aggregate number of shares that may be issued under paragraph (i) above, the total number of issued shares shall be based on the number of issued shares in the Company at the time this resolution is passed after adjusting for new shares arising from the convertible securities or new shares arising from exercising or vesting of share awards outstanding or subsisting at the time this resolution is passed and any subsequent bonus issue, consolidation or subdivision of the Company's shares;
  • unless revoked or varied by the Company in a general meeting, such authority shall continue in full force until the (iii) -----------------------------------------------------------------------------------------------------------------------------------------------------------------------conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
  • 5.2 and by the EGM and issue shares upon the exercise of otions, which were previously granted under the Sarine Technologies Ltd 2015 Share Option Plan and/or which will be granted under the 2025 Plan (subject to the approval thereof by the Israeli Tax Authority and by the EGM). [See Explanatory Note (d)]

That the directors of the Company be and are hereby authorised to allot and issue from time of shares in the capital of the Company as may be required to be issued pursuant to the Sarine Technologies Ltd 2015 Share Option Plan ("2015 Plan") and/or the 2025 Plan, provided always that the aggregate number of such shares to be issued pursuant to the 2025 Plan and any other share option schemes of the Company for the time being in force shall not exceed 15% of the issued shares in the Company (excluding treasury shares) from time to time.

  1. To transact any other business, which may properly be transacted at an Annual General Meeting.

BY ORDER OF THE BOARD

AMIR JACOB ZOLTY

Company Secretary

Israel. 02 April 2025

Proxies:- A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her/its stead, as detailed below. A proxy need not be a member of the Company.

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes:-

(a) A shareholders' resolution shall be deemed adopted if approved by the holders of a majority of the voting power ĖÄēĖÄĝÄúĦĽ-§Ħ-ĦÙÄùÄÄĦÝúÓ-ÝúēÄĖĝăúăĖ-¶ŁēĖăŀŁ-§ú½ĺăĦÝúÓ-ĦÙÄĖÄăúƚ-VăĦĻÝĦÙĝĦ§ú½ÝúÓ-ĦÙÄ-§ÒăĖÄĝ§Ý½ƕ-§··ă˽ÝúÓ-Ħă- ĦÙÄ-;ĝ˧ÄòÝăùē§úÝÄĝ-M§Ļƕ-ĦÙÄ-§ēēĖăĺ§òăÒ-ĖÄĝăòĬĦÝăú-Văƚŗ-Ʀ§ēēĖăĺ§òăÒ-§ú-Ýú·ĖħĝÄ-Ýú-ĦÙÄ-"_ƞĝĝ§ò§ĖŁƧ-§ú½-ĖÄĝăòĬĦÝăú- úăƚ-Ř-Ʀ§ēēĖăĺ§òăÒ-Ó˧úĦăÒăēĦÝăúĝ-Ħă-"_Ƨăú-ĦÙÄ-§ÓÄú½§ăÒ-ĦÙÝĝúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓ-ĖÄĕĬÝĖÄĝ-§ù§ìăĖÝĦŁăÒ-ĦÙÄ- shareholders attending and voting (abstaining votes notwithstanding), provided that: (i) such majority shall consist of the majority of the participating and voting shareholders who are not the controlling shareholders of the company, or otherwise having a personal interest in such resolution; or (ii) the non-interested shareholders who voted against ĝĬ·Ù-ĖÄĝăòĬĦÝăú-Ùăò½úăĦùăĖÄ-ĦÙ§ú-ŖǖăÒ-ĦÙÄ-·ăùē§úŁƞĝĝÙ§ĖÄ-·§ēÝĦ§òƚ-··ă˽ÝúÓ-Ħă-ĦÙÄ-;ĝ˧ÄòÝăùē§úÝÄĝ-M§Ļƕ-§- ƱēÄĖĝăú§ò-ÝúĦÄĖÄĝĦƲ-ÝĝƔ-Ɲ§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦăÒ-§úŁēÄĖĝăú-Ýú-§ú-§·ĦăĖ-Ħ˧úĝ§·ĦÝăúăÒ-§-·ăùē§úŁƕ-Ýú·òĬ½ÝúÓ-§ēÄĖĝăú§ò- interest of his relative or of a corporate body in which such person or a relative of such person has a personal interest, ¶ĬĦ- Äŀ·òĬ½ÝúÓ- §ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦ ĝĦÄùùÝúÓ- ÒĖăù- ĦÙÄ- Ò§·ĦăÒ- § ĝÙ§ĖÄÙăò½ÝúÓ- Ýú- ĦÙÄ- ·ăùē§úŁƕ- Ýú·òĬ½ÝúÓ- § ēÄĖĝăú§ò- ÝúĦÄĖÄĝĦăÒ-ĦÙÄēÄĖĝăúĺăĦÝúÓ-§··ă˽ÝúÓ-Ħă-§ēĖăŀŁ-ÓÝĺÄú-Ħă-ÙÝù-¶Ł-§úăĦÙÄĖēÄĖĝăúƕ-ÄĺÄú-ÝÒ-ĦÙÄ-§ēēăÝúĦÄĖ-½ăÄĝúăĦ-Ù§ĺÄ- a personal interest, and including a personal interest of the appointer, even if the appointee does not have a personal ÝúĦÄĖÄĝĦƕ-§òò-ĻÙÄĦÙÄĖăĖúăĦ-ĦÙÄ-§ēēăÝúĦÄÄ-Ýĝ-Ó˧úĦĽ-§úŁ-½Ýĝ·ĖÄĦÝăú-ĻÝĦÙ-ĖÄӧ˽-Ħă-ĦÙÄĝĬ¶ìÄ·Ħù§ĦĦÄĖăÒ-ĦÙÄĺăĦÝúÓƲƚ

úòÄĝĝ-§ĝÙ§ĖÄÙăò½ÄĖúăĦÝŌÄĝ-Ĭĝƕ-ĻÙÄĦÙÄĖ-Ýú-ĦÙÄoĖăŀŁ-0ăĖùăĖ-Ýú-§-ĻĖÝĦĦÄúúăĦÝ·Ä-Ħă-ĦÙÄăùē§úŁƕ-ĦÙ§Ħ-ÝĦƠÙÄƠĝÙÄ- Ù§ĺÄ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦ-Ýú-ĦÙÄ ĝĬ¶ìÄ·Ħù§ĦĦÄĖăÒ-§ ĝēÄ·ÝŌ·-ĖÄĝăòĬĦÝăúƕ-ĻÄ-ĻÝòò- -§ĝĝĬùÄ-ĦÙ§Ħ-§ ĝÙ§ĖÄÙăò½ÄĖ-ĻÙă- ĝÝÓúĝ-§ú½-ĖÄĦĬĖúĝ-§ēĖăŀŁ-ÒăĖù-ĻÝĦÙăĬĦ-§ĝēÄ·ÝŌ·-Ýú½Ý·§ĦÝăú-§ĝ-Ħă-ĦÙÄò§·ïăÒēÄĖĝăú§ò-ÝúĦÄĖÄĝĦăÒĝĬ·ÙĝÙ§ĖÄÙăò½ÄĖ- Ù§ĝúăēÄĖĝăú§ò-ÝúĦÄĖÄĝĦ-ĻÝĦÙ-ĖÄĝēÄ·Ħ-Ħă-ĖÄĝăòĬĦÝăúĝŗǡ-Řƚ-;Ò-ŁăĬ-¶ÄòÝÄĺÄ-ĦÙ§Ħ-ŁăĬƕăĖ-§-ĖÄò§ĦĽē§ĖĦŁăÒ-ŁăĬĖĝƕ-Ýĝ-§- ·ăúĦĖăòòÝúÓĝÙ§ĖÄÙăò½ÄĖăĖēăĝĝÄĝĝÄĝ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦ-§ú½-ŁăĬ-ĻÝĝÙ-Ħăē§ĖĦÝ·Ýē§ĦÄ-Ýú-ĦÙÄĺăĦÄăú-ĖÄĝăòĬĦÝăúĝŗǡ- Řƕ-ŁăĬĝÙăĬò½-Ýú½Ý·§ĦÄ-Ýú-ĦÙÄ-§ēēĖăēĖݧĦÄ-¶ăŀ-ĦÙ§Ħ-ĦÙÄĖÄ-ŁăĬ-Ù§ĺÄ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦăú-ĦÙÄ-Äú·òăĝĽēĖăŀŁ-ÒăĖùƚ- ;Ò-ŁăĬ-Ùăò½-ŁăĬĖĝÙ§ĖÄĝ-ĦÙĖăĬÓÙ-§-¶§úïƕ-¶ĖăïÄĖăĖăĦÙÄĖúăùÝúÄÄ-§ú½-¶ÄòÝÄĺÄ-ĦÙ§Ħ-ŁăĬēăĝĝÄĝĝ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦ- Ýú-ĦÙÄ-§ēēĖăĺ§òăÒ-ÄÝĦÙÄĖ-ĖÄĝăòĬĦÝăúƕ-ŁăĬù§Ł-§òĝă-·ăúĦ§·Ħ-ĦÙÄ-ĖÄēĖÄĝÄúĦ§ĦÝĺÄù§ú§ÓÝúÓ-ŁăĬĖ-§··ăĬúĦƕ-ĻÙă-·ăĬò½- ĦÙÄú-·ăúĦ§·Ħ-Ĭĝăú-ŁăĬĖ-¶ÄÙ§òÒƚ

  • Ʀ¶Ƨ- ÙÄă§Ė½ăÒ-ÝĖÄ·ĦăĖĝ-Ù§ĝ-ĖÄ·ăùùÄú½Ä½-Ó˧úĦÝúÓ-ŚŔŔƕŔŔŔăēĦÝăúĝ-Ħă-UĖƚòă·ïƕ-"_ƕ-ĦăĺÄĝĦ-§ÒĦÄĖ-ĦÙĖÄÄ-ŁÄ§Ėĝƕ- ·ăúĦÝúÓÄúĦ-Ĭēăú-ĦÙÄĝÙ§ĖÄēĖÝ·Ä-Ėħ·ÙÝúÓ-§ĝēÄ·ÝŌ·-ĦÙĖÄĝÙăò½ĝÄĦ-¶Ł-ĦÙÄă§Ė½ăÒ-ÝĖÄ·ĦăĖĝ-ĻÝĦÙÝú-ĦÙ§Ħ-ĦÝùÄÒ˧ùÄ- (with partial pro-rated vesting in case of share price only reaching a pre-designated lower threshold).
  • (c) The members' resolution set out in item 5.1 above, if passed, will empower the Directors from the date of the above ùÄÄĦÝúÓ-ĬúĦÝò-ĦÙÄ-½§ĦÄăÒ-ĦÙÄúÄŀĦúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓƕ-Ħă-ÝĝĝĬÄĝÙ§ĖÄĝ-Ýú-ĦÙÄăùē§úŁƚ-ÙÄù§ŀÝùĬùúĬù¶ÄĖăÒ- ĝÙ§ĖÄĝ-ĻÙÝ·Ù-ĦÙÄ-ÝĖÄ·ĦăĖĝù§Ł-ÝĝĝĬÄ-Ĭú½ÄĖ-ĦÙÝĝ-ĖÄĝăòĬĦÝăúĝÙ§òòúăĦ-Äŀ·ÄĽ-ĦÙÄĕĬ§úĦĬùĝÄĦăĬĦ-Ýú-ĦÙÝĝ-ĖÄĝăòĬĦÝăúƚ-
  • (d) The members' resolution set out in item 5.2 above, if passed, and subject to approval of the 2025 Plan by the Israeli §ŀ-ĬĦÙăĖÝĦŁ-§ú½-¶Ł-ĦÙÄ-"1Uƕ-ĻÝòò-ÄùēăĻÄĖ-ĦÙÄ-ÝĖÄ·ĦăĖĝ-ĦăăÒÒÄĖ-§ú½-Ó˧úĦăēĦÝăúĝ-§ú½-Ħă-§òòăĦ-§ú½-ÝĝĝĬÄĝÙ§ĖÄĝ-Ýú- ĦÙÄ-·§ēÝĦ§òăÒ-ĦÙÄăùē§úŁēĬĖĝĬ§úĦ-Ħă-ĦÙÄ-ÄŀÄĖ·ÝĝÄăÒ-ĦÙÄăēĦÝăúĝ-Ó˧úĦĽ-Ĭú½ÄĖ-ĦÙÄ-ŖŔŕř-§ú½-ĦÙÄ-ŖŔŖřoò§úƚ

NOTICE OF ANNUAL GENERAL MEETING

Notes:-

  • ŕƚ- oĖăŀŁăĦÝúÓ
    • (a) Voting at the AGM shall be done by a shareholder/member of the Company ("member") attending the AGM in person ăĖ-¶ŁϧŁăÒēĖăŀŁƚ-ùÄù¶ÄĖ-ĻÙă-ĻÝĝÙÄĝ-ĦăĺăĦÄăú-§úŁăĖ-§òòăÒ-ĦÙÄ-ĖÄĝăòĬĦÝăúĝ-§Ħ-ĦÙÄ-1U-¶ŁēĖăŀŁù§Ł-§ēēăÝúĦ- ĦÙÄ-Ù§ÝĖù§úăÒ-ĦÙÄ-1UăĖ-§úŁăĦÙÄĖēÄĖĝăú-§ĦĦÄú½ÝúÓ-ĦÙÄ-1U-§ĝ-ÙÝĝƠÙÄĖƠÝĦĝēĖăŀŁ-ƦĦÙÄēĖăŀŁ-½ăÄĝúăĦúÄĽ-Ħă- ¶Ä-§ùÄù¶ÄĖƧ-ĦăĺăĦÄ-¶Ł-½ăĻúòă§½ÝúÓ-ĦÙÄēĖăŀŁ-ÒăĖù-ÒĖăù-ĦÙÄăùē§úŁƴĝ-§úúăĬú·ÄùÄúĦăú-ĦÙÄy1VÄĦăĖăú-ĦÙÄ- ăùē§úŁƞĝ-ĻĶĝÝĦÄ-§ĦrM-ÙĦĦēĝƔƠƠĝ§ĖÝúÄƚ·ăùƠĻēƪ·ăúĦÄúĦƠĬēòă§½ĝƠŖŔŖřƠŖŔŖřơ1UơēĖăŀŁƚē½Ò and completing it.
    • Ʀ¶Ƨ-- ùÄù¶ÄĖùĬĝĦĝĬ¶ùÝĦ-ĦÙÄ-·ăùēòÄĦĽ-§ú½ĝÝÓúĽēĖăŀŁ-ÒăĖùƔ
      • (i) by email to the Company, addressed to [email protected]; or
      • (ii) by post to the registered office of the Company, at 4 Haharash Street (Second Floor), Hod Hasharon, Israel ŘřŖŘŔśřƕ-ĦĦÄúĦÝăú-;rƪoĖăŀŁăĦÄƟăĖ
      • (iii) by email to the Company's Singapore Share Transfer Agent, addressed to [email protected]; or
      • (iv) by post to the office of the Company's Singapore Share Transfer Agent, B.A.C.S. Private Limited at 77 ră¶Ýúĝăúră§½ƕƙŔŚƪŔŗră¶ÝúĝăúśśƕyÝúÓ§ēăĖÄ-ŔŚŜŜŝŚ

;ú-§úŁ-·§ĝÄƕúăò§ĦÄĖ-ĦÙ§úŗƔŔŔēƚùƚ-ƦyÝúÓ§ēăĖÄ-ĦÝùÄƧ-ƦŕŔƔŔŔ-§ƚùƚ-;ĝ˧Äò-ĦÝùÄƟ-ŔŜƔŔŔ-§ƚùƚ-1UƠUƧăú-ŖŗēĖÝò-ŖŔŖřƕ- ¶ÄÝúÓúăĦòÄĝĝ-ĦÙ§ú-ĦĻă-ÒăĬĖ-ƦŖŘƧ-ÙăĬĖĝ-¶ÄÒăĖÄ-ĦÙÄ-ĦÝùÄ-ÒÝŀĽ-ÒăĖ-ĦÙÄ-1Uƚ

  • Ʀ·Ƨ-- UÄù¶ÄĖĝăÒ-ĦÙÄăùē§úŁ-§ĖÄĝĦĖăúÓòŁ-Äú·ăĬ˧ÓĽ-ĦăĝĬ¶ùÝĦ-·ăùēòÄĦĽēĖăŀŁ-ÒăĖùĝ-ÄòÄ·ĦĖăúÝ·§òòŁĺݧ-Äù§Ýòƚ
    1. Members' Questions and Answers (Q&A)
    2. Ʀ§Ƨ-- UÄù¶ÄĖĝ-ĻÝĦÙ-§úŁĕĬÄĖÝÄĝ-Ýú-ĖÄò§ĦÝăú-Ħă-§úŁ-ÝĦÄùăÒ-ĦÙÄ-§ÓÄú½§ăÒ-ĦÙÄ-1Uƕ-§ĝ-½ÄĦ§ÝòĽ-§¶ăĺÄƕù§ŁĝÄú½-ĦÙÄÝĖĕĬÄĖÝÄĝ- Ħă-ĦÙÄăùē§úŁ-Ýú-§½ĺ§ú·Ä-¶ÄÒăĖÄŗƔŔŔēƚùƚ-ƦyÝúÓ§ēăĖÄ-ĦÝùÄƧ-ƦŕŔƔŔŔ-§ƚùƚ-;ĝ˧Äò-ĦÝùÄƟ-ŔŜƔŔŔ-§ƚùƚ-1UƠUƧăúŕŕ- April 2025, by email to [email protected].
    3. Ʀ¶Ƨ-- UÄù¶ÄĖĝĝÙăĬò½ĝĦ§ĦÄ-ĦÙÄÝĖĕĬÄĝĦÝăúƦĝƧƕ-ÒĬòòú§ùÄƕ-Vr;Ơo§ĝĝēăĖĦ-VăƚƠăùē§úŁrÄÓÝĝĦ˧ĦÝăú-Văƚƕ-§ĝ-§ēēòÝ·§¶òÄƕ-ĦÙÄ- number of shares held in the Company, and whether they are a member or a corporate representative of a corporate ùÄù¶ÄĖƚúŁĕĬÄĝĦÝăúăùÝĦĦÝúÓĝĬ·Ù-ݽÄúĦÝÒÝ·§ĦÝăú-½ÄĦ§Ýòĝ-ĻÝòò-¶Ä-½ÝĝĖÄӧ˽Ľƚ
    4. Ʀ·Ƨ- òòĝĬ¶ĝĦ§úĦݧòĕĬÄĝĦÝăúĝ-§ú½-ĖÄòÄĺ§úĦ-·ăùùÄúĦĝ-ÒĖăùùÄù¶ÄĖĝ-ĻÝòò-¶Ä-§½½ĖÄĝĝĽ-¶Ł-ĦÙÄăùē§úŁēĖÝăĖ-Ħă-ĦÙÄ-1U- on SGXNet, no later than 18 April 2025.
    5. Ʀ½Ƨ-- ÙÄăùē§úŁĝÙ§òò-§òĝă-§½½ĖÄĝĝ-§úŁĝĬ¶ĝÄĕĬÄúĦ-·ò§ĖÝÒÝ·§ĦÝăúĝĝăĬÓÙĦƕăĖ-ÒăòòăĻƪĬēĕĬÄĝĦÝăúĝ-§Ħ-ĦÙÄ-1U-Ýú-ĖÄĝēÄ·Ħ- of substantial and relevant matters. The responses from the Board, management, secretary or auditors of the Company, as applicable, shall thereafter be published on the SGXNet and on the Company's website, together with the minutes of the AGM, as soon as practical and no later than one (1) month after the conclusion of the AGM.

Personal Data Privacy:

Ł ĝĬ¶ùÝĦĦÝúÓ- §ú- ÝúĝĦĖĬùÄúĦ- §ēēăÝúĦÝúÓ- § ēĖăŀŁƦÝÄĝƧ- §ú½ƠăĖ- ĖÄēĖÄĝÄúĦ§ĦÝĺÄƦĝƧ- Ħă- §ĦĦÄú½ƕ ĝēħï- §ú½ ĺăĦÄ- §Ħ- ĦÙÄ- 1U- §ú½ƠăĖ- §úŁ- adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data ¶Ł-ĦÙÄăùē§úŁ-ƦăĖ-ÝĦĝ-§ÓÄúĦĝƧ-ÒăĖ-ĦÙÄēĬĖēăĝÄăÒ-ĦÙÄēĖă·ÄĝĝÝúÓ-§ú½-§½ùÝúÝĝĦ˧ĦÝăú-¶Ł-ĦÙÄăùē§úŁ-ƦăĖ-ÝĦĝ-§ÓÄúĦĝƧăÒēĖăŀÝÄĝ-§ú½- representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its §ÓÄúĦĝƧ-Ħă-·ăùēòŁ-ĻÝĦÙ-§úŁ-§ēēòÝ·§¶òÄò§ĻĝƕòÝĝĦÝúÓ-ĖĬòÄĝƕ-ĖÄÓĬò§ĦÝăúĝ-§ú½ƠăĖ-ÓĬݽÄòÝúÄĝ-Ʀ·ăòòÄ·ĦÝĺÄòŁƕ-ĦÙÄ-ƱPurposesƲƧƕ-ƦÝÝƧϧĖ˧úĦĝ- ĦÙ§Ħ-ĻÙÄĖÄ- ĦÙÄùÄù¶ÄĖ-½Ýĝ·òăĝÄĝ- ĦÙÄēÄĖĝăú§ò-½§Ħ§ăÒ- ĦÙÄùÄù¶ÄĖƴĝēĖăŀŁƦÝÄĝƧ- §ú½ƠăĖ- ĖÄēĖÄĝÄúĦ§ĦÝĺÄƦĝƧ- Ħă- ĦÙÄăùē§úŁ-ƦăĖ-ÝĦĝ- §ÓÄúĦĝƧƕ-ĦÙÄùÄù¶ÄĖ-Ù§ĝă¶Ħ§ÝúĽ-ĦÙÄēĖÝăĖ-·ăúĝÄúĦăÒĝĬ·ÙēĖăŀŁƦÝÄĝƧ-§ú½ƠăĖ-ĖÄēĖÄĝÄúĦ§ĦÝĺÄƦĝƧ-ÒăĖ-ĦÙÄ-·ăòòÄ·ĦÝăúƕ-ĬĝÄ-§ú½-½Ýĝ·òăĝĬĖÄ- ¶Ł-ĦÙÄăùē§úŁ-ƦăĖ-ÝĦĝ-§ÓÄúĦĝƧăÒ-ĦÙÄēÄĖĝăú§ò-½§Ħ§ăÒĝĬ·ÙēĖăŀŁƦÝÄĝƧ-§ú½ƠăĖ-ĖÄēĖÄĝÄúĦ§ĦÝĺÄƦĝƧ-ÒăĖ-ĦÙÄoĬĖēăĝÄĝƕ-§ú½-ƦÝÝÝƧ-§ÓĖÄÄĝ-ĦÙ§Ħ- the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

oÙăĦăÓ˧ēÙÝ·ƕ ĝăĬú½- §ú½ƠăĖ ĺݽÄă- ĖÄ·ă˽ÝúÓĝ ăÒ- ĦÙÄ- 1Uù§Ł- ¶Äù§½Ä- ¶Ł- ĦÙÄ ăùē§úŁ- ÒăĖ- ĖÄ·ă˽ ïÄÄēÝúÓ- §ú½- Ħă- ÄúĝĬĖÄ- ĦÙÄ- accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a member of the Company (such as his name, his ēĖÄĝÄú·Ä-§Ħ-ĦÙÄ-1U-§ú½-§úŁĕĬÄĝĦÝăúĝ-ÙÄù§Ł-˧ÝĝÄăĖùăĦÝăúĝ-ÙÄēĖăēăĝÄƠĝÄ·ăú½Ƨù§Ł-¶Ä-ĖÄ·ă˽Ľ-¶Ł-ĦÙÄăùē§úŁ-ÒăĖĝĬ·Ù- purpose.

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SARINE TECHNOLOGIES LTD.

(Incorporated in Israel) ;ĝ˧ÄòrÄÓÝĝĦ˧ĦÝăú-VăƚřŕŕŗŗŖŖŔś

PROXY FORM

I/We , NRIC/Passport no.
of

¶ÄÝúÓ-§ùÄù¶ÄĖƠùÄù¶ÄĖĝăÒy§ĖÝúÄ-Ä·ÙúăòăÓÝÄĝ-MĦ½ƚ-ƦĦÙÄ-Ʊăùē§úŁƲƧƕ-ÙÄĖĶŁ-§ēēăÝúĦ

Name Address NRIC/Passport No. No. of Shares

and/or (delete as appropriate)

Name Address NRIC/Passport No. No. of Shares

§ĝùŁƠăĬĖēĖăŀŁƠēĖăŀÝÄĝ-Ħă-§ĦĦÄú½-§ú½-ĦăĺăĦÄ-ÒăĖùÄƠĬĝăúùŁƠăĬĖ-¶ÄÙ§òÒ-§Ħ-ĦÙÄúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓăÒ-ĦÙÄăùē§úŁ-ƦƝ1UƝƧ- to be held at the Empress Ballroom 1, Level 2, at the Carlton Hotel, 76 Bras Basah Rd, Singapore 189558, on the 24th day of April ŖŔŖř-§ĦŗƔŔŔoUyÝúÓ§ēăĖÄ-ĦÝùÄ-§ú½-§Ħ-§úŁ-§½ìăĬĖúùÄúĦ-ĦÙÄĖÄăÒƚ

Please indicate with an "X" in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set ăĬĦ-Ýú-ĦÙÄ-VăĦÝ·ÄăÒúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓƚ-;ú-ĦÙÄ-§¶ĝÄú·ÄăÒĝēÄ·ÝÒÝ·-½ÝĖÄ·ĦÝăúĝƕ-ĦÙÄēĖăŀŁƠēĖăŀÝÄĝ-ĻÝòòĺăĦÄăĖ-§¶ĝĦ§Ýú-§ĝ-ÙÄƠ ĝÙÄƠÝĦƠĦÙÄŁù§Ł-ĦÙÝúï-ÒÝĦƕ-§ĝ-ÙÄƠĝÙÄƠÝĦƠĦÙÄŁ-ĻÝòòăú-§úŁăĦÙÄĖù§ĦĦÄĖĝ-§ĖÝĝÝúÓ-§Ħ-ĦÙÄúúĬ§ò-1ÄúÄ˧ò-UÄÄĦÝúÓƚ

No. Resolution For Against Abstain
1 Adoption of reports and accounts
2 rÄƪ§ēēăÝúĦùÄúĦ
ăÒ
yăùÄïÙ
Ù§ÝïÝú
ÄĖĦÝŌĽ
oĬ¶òÝ·
··ăĬúĦ§úĦĝ
Ʀ;ĝĖƚƧƕ
UÄù¶ÄĖ
ŌĖù
ăÒ
KoU1
;úĦÄĖú§ĦÝăú§ò
§ú½
Ù§ÝïÝúƕ
ăÙÄúƕ
rĬ¶Ýú
§ú½
ăƚƕ
ÄĖĦÝŌĽ
oĬ¶òÝ·
··ăĬúĦ§úĦĝ
Ʀ;ĝĖƚƧ
§ĝ
ÄŀĦÄĖú§ò
§Ĭ½ÝĦăĖĝ
ŗ ēēĖăĺ§ò
ăÒ
ĝ§ò§ĖŁ
Ýú·ĖħĝÄ
ăÒ
Řǖ
ÒăĖ
UĖƚ
§ĺݽ
òă·ïƕ
ĦÙÄ
"_
Ɛ;ƠĻÄ
ÙÄĖĶŁ
½Ä·ò§ĖÄ
ĦÙ§Ħ
Ʀ·ÙÄ·ï
ĦÙÄ
§ēēòÝ·§¶òÄ
·ÝĖ·òÄƧƔ
o
I/we am/are a controlling shareholder and/or I/we have a personal interest in the
§ēēĖăĺ§ò
ăÒ
rÄĝăòĬĦÝăú
Văƚ
ŗ
Ʀ§ēēĖăĺ§ò
ăÒ
ĝ§ò§ĖŁ
Ýú·ĖħĝÄ
ÒăĖ
UĖƚ
§ĺݽ
òă·ïƕ
"_Ƨ
ă
;ƠĻÄ
½ă
úăĦ
Ù§ĺÄ
§
ēÄĖĝăú§ò
ÝúĦÄĖÄĝĦ
Ýú
ĦÙÄ
§ēēĖăĺ§ò
ăÒ
rÄĝăòĬĦÝăú
Văƚ
ŗ
Ʀ§ēēĖăĺ§ò
ăÒ
ĝ§ò§ĖŁ
Ýú·ĖħĝÄ
ÒăĖ
UĖƚ
§ĺݽ
òă·ïƕ
"_Ƨ
4 ēēĖăĺ§ò
ăÒ
ĦÙÄ
Ó˧úĦ
ăÒ
ăēĦÝăúĝ
Ħă
ĦÙÄ
"_ƕ
UĖƚ
§ĺݽ
òă·ï
Ɛ;Ơ–Ä
ÙÄĖĶŁ
½Ä·ò§ĖÄ
ĦÙ§Ħ
Ʀ·ÙÄ·ï
ĦÙÄ
§ēēòÝ·§¶òÄ
·ÝĖ·òÄƧƔ
o
I/we am/are a controlling shareholder and/or I/we have a personal interest in the
approval of Resolution No. 4 (grant of options to the CEO)
o
I/we do not have a personal interest in the approval of Resolution No. 4 (grant of
options to the CEO)
5.1 Authority to issue shares
5.2 Authority to offer and grant options under the Sarine Technologies Ltd 2025 Share Option
oò§ú
ƦĦÙÄ
ƱŖŔŖř
oò§úƲƧƕ
ĝĬ¶ìÄ·Ħ
Ħă
ĦÙÄ
§ēēĖăĺ§ò
ăÒ
ĦÙÄ
ŖŔŖř
oò§ú
¶Ł
ĦÙÄ
;ĝ˧ÄòÝ
§ŀ
ĬĦÙăĖÝĦŁ
§ú½
¶Ł
ĦÙÄ
"1U
§ú½
ÝĝĝĬÄ
ĝÙ§ĖÄĝ
Ĭēăú
ĦÙÄ
ÄŀÄĖ·ÝĝÄ
ăÒ
ăēĦÝăúĝƕ
ĻÙÝ·Ù
ĻÄĖÄ
ēĖÄĺÝăĬĝòŁ
granted under the Sarine Technologies Ltd 2015 Share Option Plan and/or which will be
Ó˧úĦĽ
Ĭú½ÄĖ
ĦÙÄ
ŖŔŖř
oò§ú
ƦĝĬ¶ìÄ·Ħ
Ħă
ĦÙÄ
§ēēĖăĺ§ò
ĦÙÄĖÄăÒ
¶Ł
ĦÙÄ
;ĝ˧ÄòÝ
§ŀ
ĬĦÙăĖÝĦŁ
and by the EGM)

Please Note: that unless a shareholder positively informs the Company in writing that it/he/she has a personal interest in a proposal which is subject to approval by a majority vote of disinterested shareholders, as in the case of resolutions 3 & 4, the Company will assume that such shareholder does not have a personal interest in resolutions 3 & 4.

;Ò-ŁăĬ-Ùăò½-ŁăĬĖĝÙ§ĖÄĝ-ĦÙĖăĬÓÙ-§-¶§úïƕ-¶ĖăïÄĖăĖăĦÙÄĖúăùÝúÄÄ-§ú½-¶ÄòÝÄĺÄ-ĦÙ§Ħ-ŁăĬēăĝĝÄĝĝ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦ-Ýú-ĦÙÄ-§ēēĖăĺ§òăÒ- either resolution, you may also contact the representative managing your account, who could then contact us on your behalf.

Dated this day of 2025

Total Number of Shares Held

Signature(s) of Member(s) or Common Seal Important: Please Read Notes Overleaf

Notes

-

  • 1 Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register, you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the Depository Register and shares registered in ŁăĬĖú§ùÄ-Ýú-ĦÙÄrÄÓÝĝĦÄĖăÒ-UÄù¶ÄĖĝƕ-ŁăĬĝÙăĬò½-ÝúĝÄĖĦ-ĦÙÄ-§ÓÓĖÄÓ§ĦÄúĬù¶ÄĖƚ-;ÒúăúĬù¶ÄĖ-Ýĝ-ÝúĝÄĖĦĽƕ-ĦÙÝĝ-ÒăĖùăÒēĖăŀŁ- will be deemed to relate to all the shares held by you.
  • Ŗ- ùÄù¶ÄĖ-ÄúĦÝĦòĽ-Ħă-§ĦĦÄú½-§ú½ĺăĦÄ-§Ħ-§ùÄÄĦÝúÓăÒ-ĦÙÄăùē§úŁ-Ýĝ-ÄúĦÝĦòĽ-Ħă-§ēēăÝúĦăúÄăĖùăĖÄēĖăŀÝÄĝ-Ħă-§ĦĦÄú½-§ú½- vote on his behalf. A member may appoint the Chairman of the Meeting as or any other person attending the meeting as his/ ÙÄĖƠÝĦĝēĖăŀŁƚ-ēĖăŀŁúÄĽúăĦ-¶Ä-§ùÄù¶ÄĖăÒ-ĦÙÄăùē§úŁƚ
  • ŗ- ùÄù¶ÄĖùĬĝĦĝĬ¶ùÝĦ-ĦÙÄ-·ăùēòÄĦĽ-§ú½ĝÝÓúĽēĖăŀŁ-ÒăĖùƔ
    • (i) by email to the Company, addressed to [email protected]; or
    • (ii) by post to the registered office of the Company, at 4 Haharash Street (Second Floor), Hod Hasharon, Israel 4524075, ĦĦÄúĦÝăú-;rƪoĖăŀŁăĦÄƟăĖ
    • (iii) by email to the Company's Singapore Share Transfer Agent, addressed to [email protected]; or
    • (iv) by post to the office of the Company's Singapore Share Transfer Agent, B.A.C.S. Private Limited at 77 Robinson ră§½ƕƙŔŚƪŔŗră¶ÝúĝăúśśƕyÝúÓ§ēăĖÄ-ŔŚŜŜŝŚ

;ú-§úŁ-·§ĝÄƕúăò§ĦÄĖ-ĦÙ§úŗƔŔŔēƚùƚ-ƦyÝúÓ§ēăĖÄ-ĦÝùÄƧ-ƦŕŔƔŔŔ-§ƚùƚ-;ĝ˧Äò-ĦÝùÄƟ-ŜƔŔŔ-§ƚùƚ-1UƠUƧăú-ŖŗēĖÝò-ŖŔŖřƕ-¶ÄÝúÓ- úăĦòÄĝĝ-ĦÙ§ú-ĦĻÄúĦŁƪÒăĬĖ-ƦŖŘƧ-ÙăĬĖĝ-¶ÄÒăĖÄ-ĦÙÄ-ĦÝùÄ-ÒÝŀĽ-ÒăĖ-ĦÙÄ-1Uƚ-UÄù¶ÄĖĝăÒ-ĦÙÄăùē§úŁ-§ĖÄĝĦĖăúÓòŁ-Äú·ăĬ˧ÓĽ- ĦăĝĬ¶ùÝĦ-·ăùēòÄĦĽēĖăŀŁ-Òăúúĝ-ÄòÄ·ĦĖăúÝ·§òòŁĺݧ-Äù§Ýòƕ-§ĝúăĦĽ-§¶ăĺÄƚ-

  • Ř- ÙÄĖÄ-§ùÄù¶ÄĖ-§ēēăÝúĦĝùăĖÄ- ĦÙ§úăúÄēĖăŀŁƕ-ÙÄƠĝÙÄƠÝĦĝÙ§òòĝēÄ·ÝÒŁ- ĦÙÄúĬù¶ÄĖăÒĝÙ§ĖÄĝ- Ħă-¶Ä- ĖÄēĖÄĝÄúĦĽ-¶Łħ·Ù- ēĖăŀŁƕ-Ò§ÝòÝúÓ-ĻÙÝ·Ùƕ-ĦÙÄ-ÒÝĖĝĦú§ùĽēĖăŀŁù§Ł-¶Ä-ĦĖħĦĽ-§ĝ-ĖÄēĖÄĝÄúĦÝúÓŕŔŔǖăÒ-ĦÙÄĝÙ§ĖÄÙăò½ÝúÓ-§ú½-§úŁĝÄ·ăú½ú§ùĽ- ēĖăŀŁ-§ĝ-§ú-§òĦÄĖú§ĦÄ-Ħă-ĦÙÄ-ÒÝĖĝĦú§ùĽƚ
  • ř- ÙÄ- ÝúĝĦĖĬùÄúĦ- §ēēăÝúĦÝúÓ- § ēĖăŀŁ ăĖ ēĖăŀÝÄĝ ùĬĝĦ- ¶Ä- Ĭú½ÄĖ- ĦÙÄ- Ù§ú½ ăÒ- ĦÙÄ- §ēēăÝúĦăĖ ăĖ ăÒ- ÙÝĝƠÙÄĖƠÝĦĝ- §ĦĦăĖúÄŁ- ½ĬòŁ- §ĬĦÙăĖÝĝĽ-Ýú-ĻĖÝĦÝúÓƚ-ÙÄĖÄ-ĦÙÄ-ÝúĝĦĖĬùÄúĦ-§ēēăÝúĦÝúÓ-§ēĖăŀŁăĖēĖăŀÝÄĝ-Ýĝ-ÄŀÄ·ĬĦĽ-¶Ł-§-·ăùē§úŁăĖăĦÙÄĖ-¶ă½Ł-·ăĖēă˧ĦÄƕ- ÝĦùĬĝĦ-¶Ä-ÄŀÄ·ĬĦĽ-Ĭú½ÄĖ-ÝĦĝ-·ăùùăúĝħòăĖĝĦ§ùēăĖ-Ĭú½ÄĖ-ĦÙÄ-Ù§ú½ăÒ-ÝĦĝ-½ĬòŁ-§ĬĦÙăĖÝĝĽ-§ÓÄúĦăĖ-§ĦĦăĖúÄŁăú-¶ÄÙ§òÒăÒ- the corporation.
  • Ś- ÙÄĖÄ-§ú-ÝúĝĦĖĬùÄúĦ-§ēēăÝúĦÝúÓ-§ēĖăŀŁăĖēĖăŀÝÄĝ-ÝĝĝÝÓúĽăú-¶ÄÙ§òÒăÒ-ĦÙÄ-§ēēăÝúĦăĖ-¶Ł-§ú-§ĦĦăĖúÄŁăĖăĦÙÄĖ-§ĬĦÙăĖÝĦŁƕ- ĦÙÄēăĻÄĖăÒ-§ĦĦăĖúÄŁăĖ-§ĬĦÙăĖÝĦŁăĖ-§úăĦ§ĖݧòòŁ-·ÄĖĦÝÒÝĽ-·ăēŁ-ĦÙÄĖÄăÒùĬĝĦ-¶Äòă½ÓĽ-ĻÝĦÙ-ĦÙÄ-ÝúĝĦĖĬùÄúĦăÒēĖăŀŁƕ-Ò§ÝòÝúÓ ĻÙÝ·Ù-ĦÙÄ-ÝúĝĦĖĬùÄúĦăÒēĖăŀŁù§Ł-¶Ä-ĦĖħĦĽ-§ĝ-Ýúĺ§òݽƚ
  • 7 A company or other body corporate which is a member may authorise, by resolution of its directors or any other managing ¶ă½ŁƕĝĬ·ÙēÄĖĝăú-§ĝ-ÝĦ-ĦÙÝúïĝ-ÒÝĦ-Ħă-§·Ħ-§ĝ-ÝĦĝ-ĖÄēĖÄĝÄúĦ§ĦÝĺÄ-§Ħ-ĦÙÄùÄÄĦÝúÓƚ
  • Ŝ- ÙÄăùē§úŁĝÙ§òò-¶Ä-ÄúĦÝĦòĽ-Ħă-ĖÄìÄ·Ħ-§ú-ÝúĝĦĖĬùÄúĦăÒēĖăŀŁ-ĻÙÝ·Ù-Ýĝ-Ýú·ăùēòÄĦÄƕ-ÝùēĖăēÄĖòŁ-·ăùēòÄĦĽƕ-ÝòòÄÓݶòÄăĖ-ĻÙÄĖÄ the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument ăÒēĖăŀŁƚ-;ú-§½½ÝĦÝăúƕ-Ýú- ĦÙÄ-·§ĝÄăÒ ĝÙ§ĖÄĝ-ÄúĦÄĖĽ-Ýú- ĦÙÄ-ÄēăĝÝĦăĖŁrÄÓÝĝĦÄĖƕ- ĦÙÄăùē§úŁù§Ł- ĖÄìÄ·Ħ-§ú-ÝúĝĦĖĬùÄúĦăÒ- ēĖăŀŁ-ÝÒ-ĦÙÄùÄù¶ÄĖƕ-¶ÄÝúÓ-ĦÙÄ-§ēēăÝúĦăĖƕ-ÝĝúăĦĝÙăĻú-Ħă-Ù§ĺÄĝÙ§ĖÄĝ-ÄúĦÄĖĽ-§Ó§ÝúĝĦ-ÙÝĝú§ùÄ-Ýú-ĦÙÄ-ÄēăĝÝĦăĖŁrÄÓÝĝĦÄĖ- as at 72 hours before the time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
  • ŝ- ··ă˽ÝúÓ-Ħă-ĦÙÄ-;ĝ˧ÄòÝăùē§úÝÄĝ-M§Ļƕřśřŝƪŕŝŝŝƕ-§-ƱēÄĖĝăú§ò-ÝúĦÄĖÄĝĦƲ--ÝĝƔ-Ɲ§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦăÒ-§úŁēÄĖĝăú-Ýú-§ú-§·Ħ- or transaction of a company, including a personal interest of his relative or of a corporate body in which such person or a ĖÄò§ĦÝĺÄăÒĝĬ·ÙēÄĖĝăú-Ù§ĝ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦƕ-¶ĬĦ-Äŀ·òĬ½ÝúÓ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦĝĦÄùùÝúÓ-ÒĖăù-ĦÙÄ-Ò§·ĦăÒ-§ĝÙ§ĖÄÙăò½ÝúÓ- Ýú-ĦÙÄ-·ăùē§úŁƕ-Ýú·òĬ½ÝúÓ-§ēÄĖĝăú§ò-ÝúĦÄĖÄĝĦăÒ-ĦÙÄēÄĖĝăúĺăĦÝúÓ-§··ă˽ÝúÓ-Ħă-§ēĖăŀŁ-ÓÝĺÄú-Ħă-ÙÝù-¶Ł-§úăĦÙÄĖēÄĖĝăúƕ-ÄĺÄú- if the appointer does not have a personal interest, and including a personal interest of the appointer, even if the appointee does not have a personal interest, all whether or not the appointee is granted any discretion with regard to the subject matter of the voting.

CORPORATE INFORMATION CORPORATE INFORMATION

BOARD OF DIRECTORS BOARD OF DIRECTORS

Amir Jacob Zolty (Adv.) SHARE REGISTRAR Executive Director and Chairman of the Board Daniel Benjamin Glinert Executive Director and Chairman of the Board

Avraham Eshed Non-Executive Director

Daniel Benjamin Glinert

Non-Executive Director

Avraham Eshed Non-Executive Director

Uzi Levami

Varda Shine

01

CAUTIONARY STATEMENT

CONTENTS

CAUTIONARY STATEMENT

CHAIRMAN'S STATEMENT

BOARD OF DIRECTORS

FINANCIAL HIGHLIGHTS

MANAGEMENT'S BUSINESS,

OPERATION & FINANCIAL REVIEW

KEY MANAGEMENT

GRI CONTENT INDEX

GROUP STRUCTURE

FINANCIAL CONTENTS

CORPORATE INFORMATION

CORPORATE PROFILE

OUR MILESTONES

CHAIRMAN'S STATEMENT

BOARD OF DIRECTORS

FINANCIAL HIGHLIGHTS

MANAGEMENT'S BUSINESS,

OPERATION & FINANCIAL REVIEW

ESG REPORT

KEY MANAGEMENT

GRI CONTENT INDEX

GROUP STRUCTURE

FINANCIAL CONTENTS

CORPORATE INFORMATION

ESG REPORT

24

54

56

57

IBC

CORPORATE PROFILE

OUR MILESTONES

CONTENTS

01

02

03

04

06

08

15

16

02

03

04

06

08

15

16

24

54

56

57

IBC

Neta Zruya Hashai Independent Director

Lim Yong Sheng Independent Director

Sin Boon Ann Independent Director

Lim Yong Sheng Varda Shine Sin Boon Ann

AUDIT COMMITTEE

Daniel Benjamin Glinert Neta Zruya Hashai Lim Yong Sheng Varda Shine

Neta Zruya Hashai

Sarine Technologies Ltd. 4 Haharash Street Hod Hasharon 4524075

Tel: +972-9-7903500 Fax: +972-9-7903501 www.sarine.com

MÄĺ§ùÝ-

Sin Boon Ann

ŇÝ-

Israel

Uzi Levami Non-Executive Director

Lead Independent Director Varda Shine Lead Independent Director

Neta Zruya Hashai Independent Director

Lim Yong Sheng Independent Director

Sin Boon Ann Independent Director

AUDIT COMMITTEE

Neta Zruya Hashai – Chairperson Neta Zruya Hashai – Chairperson Lim Yong Sheng Varda Shine Sin Boon Ann

NOMINATING COMMITTEE NOMINATING COMMITTEE

Sin Boon Ann – Chairperson Sin Boon Ann – Chairperson Daniel Benjamin Glinert Neta Zruya Hashai Lim Yong Sheng Varda Shine

REMUNERATION COMMITTEE REMUNERATION COMMITTEE

Varda Shine – Chairperson Varda Shine – Chairperson Neta Zruya Hashai ŇÝ-MÄĺ§ùÝ- Sin Boon Ann

REGISTERED OFFICE REGISTERED OFFICE

Israel Registration Number: 51-133220-7 Sarine Technologies Ltd. 4 Haharash Street Hod Hasharon 4524075 Israel Tel: +972-9-7903500 Fax: +972-9-7903501 www.sarine.com Israel Registration Number: 51-133220-7

COMPANY SECRETARY COMPANY SECRETARY

Amir Jacob Zolty (Adv.)

SHARE REGISTRAR

B.A.C.S. Private Limited 77 Robinson Road #06-03 Robinson 77 Singapore 068896 Singapore

B.A.C.S. Private Limited 77 Robinson Road #06-03 Robinson 77 Singapore 068896

Ù§ÝïÝú-

KPMG Millennium Tower 17 Ha'arba'a Street Tel Aviv 6473917 Israel

ăÙÄúƕ-

Tel Aviv 6158002 Israel

Doron Cohen (CPA, CIA)

oĬ¶òÝ·-

ŌĖùăÒ-1˧úĦ-

Dan Business Center

Ramat Gan 5268102

Bank Hapoalim Ltd.

7§ùÄúăŌù-

ĬĝÝúÄĝĝ-

ŘŚśŖřŚŚ

ÄúĦÄĖ

yĦĖÄÄĦ

Fahn Kanne and Co.

ÄĖĦÝŌĽ-

UÄù¶ÄĖ-

Israel

7ÄĖŇòÝŁ§-

7ÄĖŇòÝŁ§-

Israel

ŕř-

rĬ¶Ýú-

ŌĖùăÒ-KoU1-

Singapore

yăùÄïÙ-

UÄù¶ÄĖ-

Ù§ÝïÝúƕ-

JOINT AUDITORS OF THE GROUP JOINT AUDITORS OF THE GROUP

ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ-Ʀ;ĝĖƚƧ ;úĦÄĖú§ĦÝăú§ò- Partner-in-charge: Guy Anavi (appointed with effect from 1 January, 2019) yăùÄïÙ-Ù§ÝïÝú-ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ-Ʀ;ĝĖƚƧ UÄù¶ÄĖ-ŌĖùăÒ-KoU1-;úĦÄĖú§ĦÝăú§ò- KPMG Millennium Tower 17 Ha'arba'a Street Tel Aviv 6473917 Israel Partner-in-charge: Guy Anavi (appointed with effect from 1 January, 2019)

§ú½ ăƚ- ÄĖĦÝŌĽ oĬ¶òÝ·- ··ăĬúĦ§úĦĝ- (Isr.) Kiryat Atidim Building No. 4 Partner-in-charge: Ilan Chaikin (appointed with effect from 1 January, 2022) Ù§ÝïÝúƕ ăÙÄúƕrĬ¶Ýú- §ú½ ăƚ- ÄĖĦÝŌĽ oĬ¶òÝ·- ··ăĬúĦ§úĦĝ- (Isr.) Kiryat Atidim Building No. 4 Tel Aviv 6158002 Israel Partner-in-charge: Ilan Chaikin (appointed with effect from 1 January, 2022)

INTERNAL AUDITOR INTERNAL AUDITOR

Fahn Kanne Control Management Ltd. Subsidiary of ··ăĬúĦ§úĦĝ-Ʀ;ĝĖƚƧ ÙăĖúĦăú-;úĦÄĖú§ĦÝăú§ò- Hamasger 32, Tel Aviv 6721118 Israel Doron Cohen (CPA, CIA) Fahn Kanne Control Management Ltd. Subsidiary of Fahn Kanne and Co. ÄĖĦÝŌĽoĬ¶òÝ·-··ăĬúĦ§úĦĝ-Ʀ;ĝĖƚƧ UÄù¶ÄĖ-ŌĖùăÒ-1˧úĦ-ÙăĖúĦăú-;úĦÄĖú§ĦÝăú§ò- Hamasger 32, Tel Aviv 6721118 Israel

PRINCIPAL BANKERS PRINCIPAL BANKERS

Bank Leumi Le-Israel Ltd. 7 Menachem Begin Street Bank Leumi Le-Israel Ltd. Dan Business Center 7 Menachem Begin Street Ramat Gan 5268102 Israel

Bank Hapoalim Ltd. 7ÄĖŇòÝŁ§-ĬĝÝúÄĝĝ-ÄúĦÄĖ ŕř-7§ùÄúăŌùyĦĖÄÄĦ 7ÄĖŇòÝŁ§-ŘŚśŖřŚŚ Israel

Sarine Technologies Ltd. Israel +972-9-7903500 [email protected]

Sarin Technologies India Ltd. +91-22-66555555 [email protected]

Sarine North America Inc. GCAL USA LLC +1-212-8698985 [email protected]

Sarin Hong Kong Limited +852-3753-7590 [email protected]

www.sarine.com

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