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Israel Canada (T.R) Ltd.

Interim / Quarterly Report Sep 10, 2025

6861_rns_2025-09-10_d31bf096-bad8-4fc8-a72b-12d8a0755105.pdf

Interim / Quarterly Report

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Israel Canada (T.R) Ltd.

Board of Directors' Report for the Six- and Three-Month Periods

Ended on June 30, 2025

This document is an English translation of the Hebrew version of the company's financial statements and the management discussion and analysis for the Second quarter of 2025, that was published on August 27, 2025 (the "reports" or "Hebrew Version"). The Hebrew version of the reports is the binding version and the only version having legal effect. The English translation has been created for the purpose of convenience only and has no binding force. The approval of the company's board of directors was given to the Hebrew version only and no such approval has been given to the English translation. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail

Board of Directors' Report on the Company's Affairs for the Period Ended on June 30, 2025

A. Summary of Financial Findings for the Reporting Period:

  • The total amount of apartment and land sales and the admission of partners into the Company and affiliated companies from the beginning of 2025 until the publication date of this Report amounted to approximately NIS 1.6 billion (*)(including affiliated company ICR), compared with approximately NIS 1.9 billion in the corresponding period last year (*).
  • Below is a summary of apartment and office sales in the Company's principal projects up to the Report Date:
    • ❖ In the Sde Dov Project ("Rainbow"), Tel Aviv, as of the Report Date the Company sold 234 apartments for total consideration of approximately NIS 2 billion including VAT.
    • ❖ Vertical City Project as of the Report Date, an affiliated company sold approximately 26,500 square meters of office space for total consideration of approximately NIS 847 million including VAT.
    • ❖ Midtown Jerusalem Project as of the Report Date, the Company sold approximately 236 apartments for total consideration of approximately NIS 900 million including VAT, and approximately 4 thousand square meters of office space for total consideration of approximately NIS 119 million including VAT.
    • ❖ Lev Bavli, Tel Aviv as of the Report Date, the affiliated company sold 15 apartments for total consideration of approximately NIS 80 million including VAT.
  • On January 23, 2025, the Company executed a private placement of the Company's shares to institutional entities for total consideration of approximately NIS 125 million.
  • On April 3, 2025, all the precedent conditions were met, and the hotel company completed the acquisition of the Brown Hotels operations for a total amount of approximately NIS 131 million plus VAT as required by law. The transaction was completed using both equity and external financing from a local bank (approximately NIS 74 million). Upon completion of the transaction, and together with existing operations, the hotel company holds approximately 3,800 hotel rooms in ownership, lease, and management in Israel and Greece.
  • On May 6, 2025, Maalot S&P announced that the rating of ilA- would be retained, even for the issue of an additional Series H.
  • On April 20, 2025, the Company, together with Check Point, received a notice from the Tenders Committee of approval of their winning a joint proposal submitted in a tender for the establishment of a mixed-use residential, employment, and commercial project for total consideration of NIS 818 million (the Company's share: approximately NIS 318 million). On July 2, 2025, after the balance sheet date, the conditions precedent were completed and the purchase consideration was paid in full. For further information, see Note 5A to the Company's consolidated financial statements.
  • Ramat Hasharon New Project On July 24, 2025, after the balance sheet date, the Company received the protocol of the Subcommittee for Appeals of the National Planning and Building Council (the "Committee") whereby the appeal that had been submitted was denied. Accordingly, the Ramat Hasharon New Plan was published for validity in the Official Gazette.
  • For further information regarding the sale of the French Hill Project, see Note 4AB to the Company's consolidated financial statements.
  • On July 30, 2025, after the balance sheet date, a financing agreement was signed for the Midtown Jerusalem Project. For further information, see Note 5C to the Company's consolidated financial statements.
  • The net loss for the six months ended June 30, 2025, amounted to approximately NIS 31 million, compared with a net profit of approximately NIS 44 million in the corresponding period last year.
  • As of June 30, 2025, the Company had balances of real estate inventory and buildings in planning and construction in the amount of approximately NIS 4.6 billion.
  • The Company's consolidated balance sheet total as of June 30, 2025, amounted to approximately NIS 11.8 billion, compared with approximately NIS 10.9 billion on December 31, 2024.
  • The Company's equity (including non-controlling interests) as of June 30, 2025, amounted to approximately NIS 3.5 billion, compared with approximately NIS 3.5 billion on December 31, 2024.
  • Equity attributable to the Company's shareholders as of June 30, 2025, amounted to approximately NIS 2.6 billion, compared with approximately NIS 2.5 billion as of December 31, 2024.
  • The ratio of the Company's equity (including non-controlling interests) to the Company's total consolidated balance sheet as of June 30, 2025, was approximately 29.8%, compared with approximately 31.6% as of December 31, 2024.
  • The ratio of the Company's equity excluding non-controlling interests to the Company's total consolidated balance sheet as of June 30, 2025, was approximately 21.6%, compared with approximately 22.7% as of December 31, 2024.

Apartments and offices sold during the period in the Group's projects:

Project For the six-month period
ended on June 30, 2025
Data from the start of the project
until June 30, 2025
Apartments
sold
Financial scope
including VAT in NIS
thousands
Marketing rate Apartments
sold
Financial scope
including VAT in NIS
thousands
Rainbow, Tel Aviv 20 199,950 51% 234 2,028,695
Midtown
(1)
Jerusalem
24 110,760 34% 236 898,046
Lev Bavli, Tel Aviv 11 68,695 11% 15 80,091
SHE, Herzl Yehuda
Halevy
3 56,600 3% 3 56,600
Pastoral, Jerusalem 31 122,269 38% 109 384,905
North Park Stage A,
Ramat Hasharon (2)
6 40,602 71% 387 1,948,122
North Park Stage B
(EVE), Ramat
Hasharon (3)
19 96,824 34% 138 748,060
Hahistadrut Air,
Givatayim
4 16,370 69% 150 734,425
Hamesila, Herzliya - - 89% 24 171,535
Ocean Park II,
Netanya
- - 100% 60 243,681
Hagefen, Herzliya
(Stage B)
- - 98% 94 369,591
Bat Yam (YAM),
Sokolov
2 20,880 98% 162 489,615
Idmit (Yasmin),
Givatayim
9 36,092 12% 9 36,092
Tel Hashomer
(Serenity), Ramat
Gan (4)
9 38,353 27% 9 38,353
Ahad Ha'am, Tel
Aviv
3 21,854 96% 66 343,663
Total apartments 141 829,429 1,697 8,571,474

(*) For the sale of Apartments and offices including Registration Deeds, the amount includes VAT.

(1) Midtown Jerusalem – out of 236 Apartments sold, 13 Registration Deeds in the amount of approximately NIS 90,000 thousand including VAT.

(2) In the North Park Project Stage A – out of 387 Apartments sold, 1 Registration Deed in the amount of approximately NIS 14,258 thousand including VAT.

(3) In the North Park Project Stage B (EVE) – out of 138 Apartments sold, 2 Registration Deeds in a total amount of approximately NIS 12,688 thousand including VAT.

(4) In the Tel Hashomer (Serenity) Project, Ramat Gan – out of 9 Apartments sold, 1 Registration Deed in the amount of approximately NIS 4,155 thousand including VAT.

Project For the six-month period
ended on June 30, 2025
Data from the start of the project
until June 30, 2025
Sq.m sold Financial scope
including VAT in NIS
thousands
Marketing rate Sq.m sold Financial
scope
including
VAT in NIS
thousands
Midtown Jerusalem Offices 1,681 51,579 9% 4,052 119,062
Vertical City, Ramat Gan 1,718 50,392 35% 26,597 846,496
Total offices 3,399 101,971 30,649 965,558

From the end of the period until shortly before the publication date of the financial statements, the Company sold 77 apartments for total consideration of approximately NIS 504 million including VAT(*) .

(*) Of these, 18 signed contracts and approximately 13 Registration Deeds in the Rainbow Project in the amount of approximately NIS 254 million including VAT, as well as 35 signed contracts and approximately 11 Registration Deeds in the amount of approximately NIS 250 million including VAT in additional projects.

Registration Forms

The Company's apartment/office unit marketing process consists of two stages – in the first stage, after commercial terms are agreed with the purchaser, the purchaser signs a Registration Form / Subscription Form which includes the key agreed commercial terms (unit details, appurtenances, consideration, and payment schedule), as well as general legal information regarding the asset. For the Registration Form to become effective, the purchaser must deposit Registration Fees into the project's escrow account in an amount ranging from NIS 50,000 to NIS 100,000 (depending on the project) (hereinafter, respectively: the "Registration Fees" and the "Registration Form"). In the second stage, and pursuant to the provisions of the Registration Form, the purchaser must complete the rights acquisition and sign a binding Sale Agreement within approximately 7–14 days from the date of signature, and the Registration Fees will be credited toward the first payment on account of the consideration under the Sale Agreement. The Registration Form further provides that if the purchaser does not sign a Sale Agreement and decides not to complete the transaction, the Registration Fees will not be refunded and will be forfeited to the project company. It should be noted that in some cases, at the purchaser's request, the Company approves the refund of the Registration Fees if the purchase is not completed due to legal disputes related to the Sale Agreement, or extends the date for signing the sale agreement. For further details regarding the marketing process, refer to Section B.8 below

B. Board of Directors' Explanation of the Corporation's Business Condition

The Board of Directors of the Company is honored to hereby present the Company's consolidated financial statements for the six- and three-month periods ended June 30, 2025 (hereinafter: the "Period" or the "Reporting Period"), pursuant to the Securities (Periodic and Immediate Reports) Regulations, 5730-1970 (hereinafter: the "Reporting Regulations").

The review set forth below is limited in scope and refers to events and changes that occurred in the Company's affairs during the Reporting Period and whose impact is material, and should be read together with the Company's Periodic Report for the year ended December 31, 2024, which includes the Company's 2024 Business Description Report and the Company's consolidated financial statements as of December 31, 2024 (hereinafter: the "Periodic Report," the "2024 Report," and the "Annual Financial Statements," respectively).

All data appearing in the Board of Directors' Report is based on the Company's reviewed interim consolidated financial statements as of June 30, 2025, unless stated otherwise.

General Background Regarding the Company

As of the Report Date, the Company has eight fields of activity, as detailed below:

    1. The real estate development sector (land investments)
    1. The project construction sector in Israel
    1. The development and management of purchasing groups sector in Israel (not a reportable segment under generally accepted accounting principles)
    1. The income-producing real estate sector in Israel
    1. The hotel management sector in Israel
    1. The real estate development sector in Russia
    1. The assisted living sector in Israel (not a reportable segment under generally accepted accounting principles). For further details, refer to the Company's Immediate Report Dated March 16, 2022 (Reference No.: 2022-01-026103), which is included in this Report by way of reference.
    1. The operation of assets and parking lots sector in Israel (not a reportable segment under generally accepted accounting principles)

For further details regarding the segmentation of the Group's sectors of activity, refer to Section 1 of Part A of the 2024 Periodic Report.

Below is an update regarding the status of the Company's principal projects under marketing in Israel (to the extent that material changes occurred):

Project
Construction Sector in Israel
Project name Status update
New Ramat Hasharon
Project
On November 21, 2022, the Tel Aviv District Planning and Building
Committee resolved to conditionally approve the deposit of the Morasha
Employment Area Plan in Ramat Hasharon, for the establishment of a complex
combining residential, commercial, office, and public buildings (hereinafter:
the "Plan"). The Plan enables the development of a project with a total
aboveground area of approximately 206 thousand square meters, above
basement areas of approximately 90 thousand square meters. According to the
Plan, the construction of four towers of up to 20 floors each will be permitted,
connected by lower floors designated for commercial and office
uses totaling
approximately 150 thousand square meters. In addition, ten 9-story residential
buildings will be constructed, comprising 600 small residential units (120 of
which will be designated for rental housing). According to the Plan, land will
be allocated for the construction of a school and additional public areas for
local residents, as well as an area of approximately 7.5 dunams for a
transportation terminal and urban storage uses.
In February 2024, the District Committee resolved to approve the Plan.
Subsequently, an appeal was filed by the Ramat Hasharon Municipality.
On
July 24, 2025, after the balance sheet date, the Company received the protocol
of the Subcommittee for Appeals of the National Planning and Building
Council (the "Committee") whereby the appeal that had been submitted was
denied. Accordingly, the Ramat
Hasharon New Plan was published for validity
in the Official Gazette.
In 2025 and until the publication date of the Report, the Company sold 11
land
units related to the office component of the project for total consideration of
approximately NIS 9.5
million including VAT.
Midtown Jerusalem
Project
The project includes approximately 695 residential units (*) in two 40-story
towers and a total marketing area of approximately 43,500 square meters of net
area for marketing, as well as commercial, office, and hotel space totaling
approximately 75,000 gross square meters, and 200 rental residential units in
two 40-story towers, a preserved building designated for hotel use totaling
approximately 5,250 gross square meters, and approximately 12,000 square
meters of public buildings.
It should be noted that, in light of the Company's decision to market part of the
office space out of the total investment property valued at approximately NIS
139 million, a total of approximately 44,607 square meters of the office rights
have been reclassified, as of July 2024, from investment property
to inventory
of real estate, instead of the classification as investment property which was in
place from the date of acquisition of these properties.
The remaining commercial, hotel, and rental apartment rights are classified as
investment property.
According to the City
Building Plan, the rental apartments will be owned by a
single entity and will be rented for a period of ten years from the date of receipt
Project
Construction Sector in Israel
Project name Status update
of Form 4
(certificate of occupancy), at market rental rates (not subject to price
control). After ten years, they may be sold without restriction.
On February 25, 2025, a full building permit was obtained for the residential
towers, and a general contractor agreement was signed with Tidhar
Construction Ltd.
On April 28, 2025, a full building permit was obtained for the office tower and
the mixed-use tower, which includes rights for hotel and rental housing.
On
July 30, 2025, the Project Company entered into a financing agreement with a
local bank and institutional entities for the provision of a financing framework
in an amount not to exceed approximately NIS 4.38 billion. For further
information, see Note 5C to the Company's consolidated financial statements
as of June 30, 2025.
As of the date of the financial statements, 236
residential units have been sold
in the project for total consideration of approximately NIS 900
million
including VAT (of which approximately 11
Registration Forms were signed
for a total amount of approximately NIS 40
million, including VAT), and
approximately 4,000 square meters of office space have been sold for
approximately NIS 119 million including VAT.
(*) Due to optimization in apartment planning and marketing, the number of
units for marketing was updated to 695 apartments (instead of 800), without
any change in the total marketing area. As the planning progresses, additional
changes may occur in the number of units for marketing, without changing the
Rainbow Project (Sde
Dov), Tel Aviv
total marketing area.
A project for the construction of 459
residential units and commercial areas
with a total gross area of approximately 1,600 square meters. A design plan
was conditionally approved in May 2024.()
On March 21, 2024, the Company received a permit for excavation and
shoring, and during April 2024, the excavation and shoring contractor
commenced work.
On October 10, 2024, the project company entered into a financing agreement
with two local banks for the project, providing a financing framework not to
exceed approximately NIS 3.2 billion, including financial credit.
In August 2025, after the balance sheet date, a committee decision was
received for the granting of a full permit subject to conditions.
As of the date of the financial statements, 234 residential units in the Project
had been sold for total consideration of approximately NIS 2 billion including
VAT.
(
) In light of the optimization of the Apartment planning and their marketing,
the number of units for sale was updated to 459 Apartments (instead of 480),
with no change in the areas for sale. As planning progresses, further changes
may occur in the number of units for sale, without any change in the areas for
sale.
Vertical City Project,
Ramat Gan
A project for the construction of office towers, residential units, and
commercial
space,
including:
400
residential
units
for
high-density
construction designated for long-term rental, 350 residential units for student
dormitories, public buildings and institutions, and low-rise buildings for office
and commercial use.
On April 18, 2024, the Company, together with B.S.R. Engineering &
Development Ltd. (hereinafter: the "Principal Shareholders") and Vertical
City Ltd. (hereinafter: the "Seller"), entered into an agreement with Clal
Insurance Company Ltd. and Clal Pension and Provident Ltd. (collectively, the
"Purchaser"), whereby the Purchaser will invest a total amount of
approximately NIS 160 million in exchange for an allotment of shares
(including the provision of a shareholder loan), constituting approximately
24.5% of the issued and paid-up share capital of Vertical. On June 25, 2024,
Project
Construction Sector in Israel
Project name Status update
the conditions precedent were fulfilled, and the transaction was completed.
Following the completion of the transaction with Clal, the Company holds
(indirectly) approximately 55.9% of the project company.
On July 28, 2024, the Local Committee resolved to recommend to the District
Committee the conditional deposit of a plan to increase the building rights in
the complex to a Floor Area Ratio (FAR) of 30, so that following and subject
to the approval of the plan, the total building rights in the complex will amount
to approximately 354 thousand square meters, of which 277 thousand square
meters are for office
and commercial use, 24 thousand square meters for public
buildings, and 53 thousand square meters for rental residential units and
student dormitories.
In light of the signing of sale agreements in significant volumes and
proportions, the consolidated company resolved that the building rights for
offices totaling approximately 75 thousand square meters, which were
previously classified as Investment Property, will be reclassified, effective
October 2023, as Long-Term Real Estate Inventory.
During February 2025, an agreement was signed with Electra Construction
Ltd. for excavation, shoring, and foundation work.
On August 14, 2025, after the balance sheet
date, the Company signed an
increase to the loan facility. For further details, see Note 5f to the Company's
consolidated financial statements.
As of the date of the financial statements, approximately 26.5 thousand square
meters of office space in the project have been sold, for total consideration of
SHE Project (Formerly
Bank Leumi building),
Tel Aviv
approximately NIS 846 million, including VAT.
A 40-story tower with a total area (according to the valid city building
plan) of
38,192 square meters (main and service areas), divided as follows: (a) 102
residential units with an area of approximately 10,011 square meters; (b) office
and/or hotel and commercial areas totaling approximately 25,047 square
meters; and (c) public buildings totaling approximately 2,370 square meters.
An excavation and digging permit was received, and on March 20, 2025, a
contractor agreement was signed with Solel Boneh, Limited Partnership, for
excavation and shoring works.
As of the date of the financial statements, three residential units
have been sold
in the project for total consideration of approximately NIS 56.6 million
including VAT.
Lev Bavli Project An urban renewal project under the Tama 38/2 licensing track, within which
299 residential units are expected to be constructed. According to the plan, the
total above-ground construction area will amount to approximately 37,200
square meters, and the underground construction area will amount to
approximately 14,500 square meters. The share of the Bavli Project Company
(50% held) in the project is approximately 82%, and accordingly, the number
of residential units to be marketed by the Bavli Project Company
is
approximately 138.
On January 6, 2025, a building permit for the project was received.
On July 2, 2025, the Company entered into a financing agreement with a local
bank and an institutional entity for the provision of a financing framework not
to exceed approximately NIS 2 billion, including financial credit. For further
information, see Note 5B to the Company's consolidated financial statements
as of June 30, 2025.
As of the date of the financial statements, 15
residential units have been sold
in the project for total consideration of approximately NIS 80 million including
VAT.
Project
Construction Sector in Israel
Project name Status update
Pastoral (HaNekta
Street), Jerusalem
(under ICR Israel
Canada Rem Holdings
Ltd. (42.5%))(2)
An "evacuation and construction" project on HaNekta Street in the Kiryat
Yovel neighborhood in Jerusalem, which currently includes 138 residential
Apartments, within the framework of which 4 residential Buildings and
approximately 425 residential units and
a commercial area of approximately
1,000 square meters will be constructed. In December 2022, an excavation
permit for the Project was received. In December 2024, a full building permit
for the Project was received. ICR entered into a financing agreement with a
banking corporation for the financing of the Project. For further information,
see Note 4AD
to the consolidated financial statements. In addition, the
Company began the process of signing the tripartite agreement with the
landowners. As of the date of the Report, approximately 94% of the landowners
had signed the tripartite agreement, and 109 residential units (38% of the units
for sale) were sold for total consideration of approximately NIS 385 million
including VAT.
North Park (Under ICR
Israel Canada Rem
Holdings Ltd. (42.5%))
A residential project in the Neve Gan neighborhood of Ramat HaSharon being
executed in three stages and comprising 1,205 residential units.
Stage A –
A joint venture between ICR and Zemach Hammerman Ltd.,
including the construction of 14 residential buildings comprising 548
apartments.
In December 2023, a full building permit was received for plots 28 and 30.
ICR's share in these plots is 50%. In December 2024, a full building permit
was received for plot 27. ICR's share in this plot is 75%.
In August 2025, an excavation and shoring permit was received for plot 29.
ICR's share in this plot is 50%.
As of the date of the Report, 387
residential units (approximately 71% of the
units designated for sale) have been sold across the aforementioned plots (27,
28, and 30) for total consideration of approximately NIS 1,948 million
including VAT
(including one Registration Form in consideration for
approximately NIS 14 million, including VAT). The execution rate on plots
28+30 is 46.7%, and on plot 27 is 18.5%.
Stage B (Project "EVE") –
A joint venture between ICR and Nof Ironi
Development
Ltd. in equal shares (50% each), including the construction of 7
residential buildings comprising 401 apartments
in lots 23-26.
In December 2023, an excavation and shoring permit was received for all plots
24-26.
As of the date of the Report, 138 residential units (approximately 34% of the
units designated for sale) have been sold in plots 24–26 for total consideration
of approximately NIS 748 million including VAT (including 2
Registration
Forms totaling approximately NIS 12.7 million, including VAT).
Stage C –
Held exclusively by ICR, plots 18–20, comprising 256 residential
units, have not yet commenced sales. On March 30, 2025, an excavation and
shoring permit was received for plot 20 for the construction of 100 residential
units.
Histadrut Givatayim –
(Air) (Under ICR Israel
Canada Rem Holdings
Ltd. (42.5%))
A project for the construction of 3 residential buildings comprising 333
apartments (216 for marketing) and a commercial area of approximately 1,000
square meters. Marketing of the project began in September 2022. As of the
date of the Report, 150 residential units (69% of the units designated for sale)
have been sold for total consideration of approximately NIS 734
million
including VAT. In January 2025, a full building permit for the project was
received, and ICR commenced execution of the project.
HaMesila, Herzliya –
(under ICR Israel
Canada Rem Holdings
Ltd. (42.5%))
A boutique project for the construction of 7 residential Buildings including 54
Apartments (27 for sale). In April 2022, ICR received a building permit for the
Project. As of the date of the Report, 24 residential units (89% of the units for
sale) had been
sold for total consideration of approximately NIS 172 million
including VAT. The completion rate in the Project is approximately 88%.
Project
Construction Sector in Israel
Project name Status update
Jasmin –
Idmit,
Givatayim (under ICR
Israel Canada Rem
Holdings Ltd. (42.5%))
An "evacuation and construction" project on Idmit Street 13, 15, and 17 in
Givatayim,
currently
including
42
residential Apartments,
within
the
framework of which a residential Building of 118 residential units will be
constructed. In December 2024, an excavation permit for the Project was
received. ICR intends to enter into a financing agreement with a bank for the
financing of the Project's construction. In February 2025, ICR began marketing
the Project. As of the date of the Report, 9 residential units (12% of the units
for sale) had been sold for total consideration of approximately NIS 36 million
including VAT.
Serenity, Tel Hashomer,
Ramat Gan (under ICR
Israel Canada Rem
Holdings Ltd. (42.5%))
A combination transaction for the construction of a Building including 58
residential units, of which 43% of the residential units in the Project are
owners' Apartments. ICR intends to enter into a financing agreement with a
bank for the financing of the Project's construction. During 2024, Apartments
were allocated to the rights holders in the Project. In February 2025, ICR began
marketing the Project. As of the date of the Report, 9 residential units (27% of
the units for sale) had been sold for total consideration of approximately NIS
38 million including VAT (including one Registration Deed for consideration
of approximately NIS 4 million including VAT).

Expected main management fees (in NIS thousands) the Company's share, assuming the sale of the entire inventory:

Project Management Fees Entitlement date
100% Balance of the
Company's share in
recording income to
be received from
management fees
Blue Beach
Project, Atlit
13,400 3,931 The date of eligibility for receiving 80% of the funds has been met.
During the Reporting Period, an accompaniment agreement was
signed and approximately NIS 4.5 million was received.
The
remaining management fees will be paid upon the project completion.
Turquoise
Project, Tel
Aviv
8,320 8,320 According to the cooperation agreement, after approval of a detailed
city building plan, a construction cooperation agreement will be
signed, which will include, among other things, milestones for
receiving the management fees
Blue Beach
Project,
Herzliya1
14,000 14,000 According to the cooperation agreement, after approval of a detailed
city building plan, a construction cooperation agreement will be
signed, which will include, among other things, milestones for
receiving the management fees
Hod
Hasharon
(Orange Trail)
24,000 24,000 14 days from the date of sending a notification on the approval of the
rezoning plan of the land as detailed in the table in Section 6.3.2.1
above

1 In this regard, it should be noted that apart from the purchasers who entered into cooperation and management agreements with the Company in the management agreements, other third parties who own approximately 4 dunams of the land have entered into cooperation and management agreements with the Company in relation to the land.

Project Management Fees Entitlement date
100% Balance of the
Company's share in
recording income to
be received from
management fees
Netanya
Project,
Business
Village
21,600 21,600 At the time of issuing the first building permit for each of the
buildings
Hatzuk
Hazfoni, Tel
Aviv
15,700 15,700 According to the cooperation agreement, after approval of a detailed
city building plan, a construction cooperation agreement will be
signed, which will include, among other things, milestones for
receiving the management fees
Project Sunset 7,680 7,680 According to the cooperation agreement, after approval of a detailed
city building plan, a construction cooperation agreement will be
signed, which will include, among other things, milestones for
receiving the management fees
Pi Glilot
Complex
28,000 28,000 According to the cooperation agreement, after approval of a detailed
city building plan, a construction cooperation agreement will be
signed, which will include, among other things, milestones for
receiving the management fees
Hod
Hasharon
West
5,520 5,520 According to the cooperation agreement, after approval of a detailed
city building plan, a construction cooperation agreement will be
signed, which will include, among other things, milestones for
receiving the management fees
Total 132,700 129,100

The data in the table does not include future management fees for the Herzliya Harova Hatzfoni project of NIS 500 per square meter of building area that will be approved in the future city building plan.

Summary of Data Estimate in Main Projects in Israel (NIS thousands):

Project name (3) Company's
share in
project
Status Scope of
marketing as of
Jun. 30, 2025–
%
Current
scope of
marketing–
%
Projected date for
cash flow withdrawal
from Project (15)
Book value
(Company's
share) Jun.
30, 2025
Expected income
balance (100%)
as of Jun. 30,
2025
Expected income
balance
(Company's share)
as of Jun. 30, 2025
Average sale price
per sq.m (NIS
(16)
thousands)
Unrecognized gross
profit balance
(Company's share)
(2)
Expected
gross profit
rate %
Expected surplus
balance at project
end (Company's
share) after tax
NIS thousands
New Ramat Hasharon residential rights 81% Planning / zoning change 97% 97%
1 New Ramat Hasharon office rights (4) 81% Planning / zoning change 38% 38% Not yet determined 7,466 500,887 405,719 N/A 405,719 100% 306,654
2 Tzamarot Hod Hasharon–Orange Trail 80% Planning / zoning change 96% 96% On plan approval date 3,749 14,091 11,273 N/A 7,524 67% 9,542
3 Hatzuk Hazfoni 100% In planning - - Not yet determined 63,514 140,800 140,800 N/A 80,494 57% 122,610
4 Turquoise 100% In planning 91% 91% Not yet determined 16,583 21,060 21,060 N/A 4,477 21% 20,079
5 Glilot Complex Land and Shares (Uptown) 64% In planning 61% 61% Not yet determined 54,403 242,924 155,471 N/A 101,069 65% 132,554
6 Hod Hasharon West 100% In planning 94% 94% Not yet determined 1,888 5,015 5,015 N/A 3,127 62% 4,296
7 (5)
Lapid Complex, Jaffa
60% In planning 0% 0% Not yet determined 188,642 2,509,832 1,505,899 Residential – 115
Hotel – 56
659,474 44% 433,214
8 (10)
Beit Mars, Tel Aviv
38% In planning 0% 0% Not yet determined 317,271 2,295,884 872,436 Residential – 68
Commercial – 40
Office – 23
238,893 27% 215,025
9 13 Ahad Ha'am 95% Occupied 96% 99% 2025 12,077 23,853 22,660 Residential – 88
(calculated based on
year sales)
10,625 47% 20,268
10 Sunset Project (North Tel Aviv) 100% In planning 44% 44% Not yet determined 72,971 118,800 118,800 N/A 45,828 39% 109,415
11 Israel Canada Business Village Netanya 60% In planning 37% 37% Not yet determined 55,319 256,275 153,765 N/A 98,446 64% 131,476
12 Blue Herzliya beach 0% In planning 100% 100% On plan approval date 177 14,000 14,000 N/A 14,000 100% 10,812
13 SHE Project, Tel Aviv (6) 81% City building plan in force 3% 4% 2031 456,932 2,195,607 1,778,441 Residential – 130
Office – 40
Commercial – 50
600,979 34% 419,908
14 Midtown (Shaarei Zedek), Jerusalem (7) 73% City building plan in force 34% 36% 2030 1,024,331 5,381,846 3,928,747 Residential – 72
Office – 22
Commercial – 40
Residential for lease
– 57
715,910 18% 534,382
15 (8)
Beit HaNa'ara
Complex, Hod Hasharon
50% City building plan in force 0% 0% Not yet determined 438,345 2,944,734 1,472,367 42 421,299 29% 246,822
16 Sde Dov, Tel Aviv (9) 100% City building plan in force 51% 58% 2030 1,636,916 3,291,510 3,291,510 Residential – 85
Commercial – 45
730,810 22% 898,078
17 (11)
Vertical City, Ramat Gan
55.9% City building plan in force 35% 35% 2030 381,253 2,050,515 1,146,238 Office – 28 280,811 24% 345,991
18 Dubnov, Tel Aviv (12) 80% City building plan in force 0% 0% Not yet determined 389,182 1,693,304 1,354,643 Residential – 90
Office - 35
483,567 36% 347,958
19 Lev Bavli, Tel Aviv 50% City building plan in force 11% 12% 2030 75,326 822,852 411,426 Residential - 65 79,301 19% 66,749
Total 5,196,344 24,523,789 16,810,271 4,982,532 4,375,834

(1) Assuming full realization of inventory. Where there are no actual sales, the Company relies on market prices or Subscription Forms.

(2) Gross profit is calculated in accordance with generally accepted accounting principles and includes financing expenses through receipt of the building permit. It does not include marketing and advertising expenses and includes both revenue from inventory sales (as defined in the accounting staff position).

(3) Beit Mars and Vertical City are projects presented in the Company's financial statements under the investment in affiliated companies section.

(4) Ramat Hasharon – for details, refer to Section B of the Board of Directors' Report.

(5) Lapid, Tel Aviv – the table above includes all expected rights in the project. The interest rate has been updated in accordance with the prime interest rate known at the time of publication of the financial statements. It should be noted that the sale price per square meter for the hotel component reflects a fully finished hotel room at a high standard under a leading hotel brand.

(6) Yehuda Halevi (SHE Project), Leumi Building, Tel Aviv – the table above includes all rights in the project. The interest rate has been updated according to the prime interest rate known at the time of publication of the financial statements. It should be noted that office and commercial rights are presented under the investment property section in the Company's financial statements.

  • (7) Midtown Jerusalem the table above includes all rights classified as inventory in the project. The interest rate has been updated according to the prime interest rate known at the time of publication of the financial statements. It should be noted that rights related to rental housing, offices, hotels, and commercial space are presented under the investment property section in the Company's financial statements. The revenues do not include a significant financing component in the amount of approximately NIS 44 million, which will be recorded in the Other Income section.
  • (8) Beit HaNa'ara, Hod Hasharon the interest rate has been updated according to the prime interest rate known at the time of publication of the financial statements.

(9) Sde Dov, Tel Aviv – the table above includes all expected rights in the project. The book value does not include capitalized nonspecific bond credit. It should be noted that commercial rights are presented under the investment property section in the Company's financial statements. The revenues do not include a significant financing component in the amount of approximately NIS 30 million, which will be recorded under Other Income. In addition, the mix of Apartments changed during the period from 480 Apartments to 459 Apartments. The marketing area in square meters remained unchanged.

  • (10) Beit Mars, Tel Aviv the table above includes the expected rights in the project according to FAR 5. The plan is under the jurisdiction of the local committee.
  • (11) Vertical City, Ramat Gan the data in the table above includes rights to 75,000 square meters of office space that the project company decided to classify as real estate inventory and sell them as offices. The revenues do not include a significant financing component in the amount of approximately NIS 43 million, which will be recorded under Other Income..
  • (12) Dubnov, Tel Aviv the table above includes all expected rights of the project.
  • (13) For principal ICR projects, refer to the following tables.
  • (14) The table does not include land plots Harova Hatzfoni Tel Aviv, Kremenetsky Tel Aviv, and Emek Bracha Tel Aviv.
  • (15) The presented data does not include expected future management fees in the projects.
  • (16) The residential sale price includes VAT; for other components, prices are presented excluding VAT.
  • (17) The projected surplus balance does not include equity to be invested.

ICR(1) - Summary of Data Estimate in Main Projects in Israel (NIS thousands):

Projects under construction/marketing

Project name ICR's
share
Purchase date
in the
project
Construction
completion
date
Units for
marketing
in the
project
Scope of
marketing
as of June
30,
2025(1B)
Scope of
marketing
as
of
the
report
date (11)
Inventory
balance in
books June
30, 2025
Unrecognized
gross profit
balance (2)
Surplus
balance
expected
at project
end,
including
equity
invested(3)
(ICR's share)
NIS thousands
Yam, Bat Yam
Jerusalem Blvd., Jaffa12
100%
100%
Demolition and reconstruction
2018
2024
2025
165
117
98%
100%
99%
100%
9,968
---
2,623
302
13,709
17,553
Hagefen, Bar Kochba, Herzliya -
Stage A
100% Demolition and reconstruction 2024 180 100% 100% --- --- (6) 2,112
Hagefen, Bar Kochba, Herzliya -
Stage B
100% Demolition and reconstruction 2025 96 98% 98% --- 8,897 (6) 58,858
Ocean Park I, Netanya 100% 2019 2025 67 100% 100% --- 99 ---
Ocean Park II, Netanya12 100% 2019 2025 60 100% 100% 3,162 5,536 47,194
Hamesila, Herzliya 100% 2018 2025 27 89% 89% 10,294 5,645 10,784
Hahistadrut Air, Givatayim 100% Demolition and reconstruction 2028 216 69% 71% 323,718 (9) 293,514 173,756
Serenity, Tel Hashomer, Ramat Gan8 100% 2017 2028 33 27% 36% 3,348 20,522 13,539
Yasmin (Idmit), Givatayim8 100% Demolition and reconstruction 2029 76 12% 14% 14,644 65,028 44,991
Pastoral, Jerusalem 100% Demolition and reconstruction 2029 287 38% 40% 72,825 186,353 122,441
Neve Gan, North Park, Ramat Hasharon (Stage A)4 58% 2021 2028 548 71% 71% 658,536 210,888 (7) 304,232
5, 8
North Park, Ramat Hasharon (Stage B)
50% 2021 2028 401 34% 36% 614,133 133,544 213,496
Total projects under construction 1,710,628 932,951 1,022,665
  • (1) ICR is held by the Company at a final indirect holding rate of 42.5% and is presented in the financial statements under investment in affiliated companies. After the acquisition of ICR, a purchase price allocation in the amount of approximately NIS 92 million was attributed to construction-in-progress inventory and land inventory (Company's share: 42.5%). As of June 30, 2025, the remaining balance of the purchase price allocation is approximately NIS 8 million (after amortization).
  • (2) Gross profit does not include the project's marketing and advertising costs and includes revenue from inventory sales less income from the significant financing component (as defined in Accounting Staff Position 11-5 of the Israel Securities Authority). Additionally, revenue and gross profit does not include income from commercial space, excluding the Pastoral project, Jerusalem.
  • (3) The project's surplus represents equity invested and the remaining expected profit after tax, net of amounts released and withdrawn from the financing account.
  • (4) ICR's share in the project 50% in three of the lots (28–30) out of four, and 75% in Lot 27 giving ICR a weighted holding rate of approximately 58% in the project.
  • (5) ICR's share in North Park Stage B, Lots 23–26, is 50%.
  • (6) It should be noted that ICR's surpluses in the Gefen Project, Bar Kochva, Stage A and Stage B are pledged to an institutional body as collateral for a loan, the balance of which as of June 30, 2025, is NIS 20 million. The surplus amount in Stages A and B is stated before deducting the said loan. After the balance sheet date, ICR repaid the loan to the institutional entity; accordingly, the surpluses of the Gefen Project as a whole are not encumbered. In addition, in January 2025, ICR received Form 4 for the "Gefen A" Project in Herzliya, and the occupancy of Gefen A was completed.
  • (7) It should be noted that ICR's surplus in North Park Stage A is pledged to an institutional body as collateral for a loan, the balance of which as of June 30, 2025, is NIS 141 million. The project's surplus amount is stated before deducting the said loan.
  • (8) In the projects EVE, Jasmin Givatayim, and Serenity Tel Hashomer the Sale Agreements are subject to fulfillment of precedent conditions including, among others, receipt of a building permit. The Sale Agreements may be canceled if the precedent conditions are not fulfilled within a period of 12 to 24 months from the date of signing the Sale Agreement.
  • (9) HaHistadrut Air, Givatayim the remaining gross profit is in respect of the residential Apartment development portion only and does not include the commercial portion.
  • (10) The marketing volume as of June 30, 2025, includes Registration Deeds in the following Projects: North Park Stage A 1 Registration Deed; North Park Stage B (EVE) 2 Registration Deeds; Tel Hashomer (Serenity), Ramat Gan – 1 Registration Deed.
  • (11) The marketing volume close to the date of the Report includes additional Registration Deeds in the following Projects: North Park Stage A 1 Registration Deed; North Park Stage B (EVE) 4 Registration Deeds; Tel Hashomer (Serenity), Ramat Gan – 1 Registration Deed; HaHistadrut (Air), Givatayim – 1 Registration Deed; Pastoral, Jerusalem – 3 Registration Deeds.
  • (12) In the Jerusalem Boulevard, Jaffa Project and the Ocean Park II, Netanya Project, Form 4s were received after the date of the Report and ICR began the occupancy stages.

(13) The projected surplus balance does not include equity to be invested.

Planning projects/land reserves

Project name ICR's
share
Purchase
date
Building rights in the project Book value as
of Jun. 30,
2025
Average sale
price per
sq.m
Expected
gross profit
Equity
invested in
the project
Expected
surplus at
project end
including
equity (after
tax)
Current
planning status
Requested planning
status
(ICR's share)
NIS thousands
Herbert Samuel, Tel Aviv 33% 2016 About 3,600
sq.m
The zoning plan under
promotion includes
approx. 24,188 sqm:
8,811 sqm for
residential, 15,377
sqm for hotels and
commerce. The
objection period for
the plan has ended. A
hearing on the
objections is
scheduled for the
fourth quarter of the
year.
84,006 TBD TBD 37,840 TBD
Project name ICR's
share
Purchase
date
Building rights in the project Book value as
of Jun. 30,
2025
Average sale
price per
sq.m
Expected
gross profit
Equity
invested in
the project
Expected
surplus at
project end
including
equity (after
tax)
Current
planning status
Requested planning
status
(ICR's share)
NIS thousands
Complex 12, Netanya (Combination Deal)1 100% 2023 Approx. 200 residential units and public
spaces
244 29,203 62,167 244 32,411
Ha'ari, Netanya (Combination Transaction)3 100% 2023 Agricultural
land
225 residential units
and approx. 575 sq.m
for commercial and
employment
- 25,527 76,488 --- 39,823
North Part, Neve Gan, Ramat Hasharon (Stage
C)2
100% 2021 256 residential
units and 943
sq.m
commercial
space
- 698,252 49,890 166,144 251,022 280,975
Total project in planning / land reserves 782,502 - 304,799 289,106 353,209

1 Combination transaction, as stated, ICR's share is approximately 55%.

2 The data does not include the commercial space.

3 Combination transaction, as stated, ICR's share is approximately 60%.

Urban Renewal

Projects over 67% signatures

Project name Project Description Main
contingenc
ies for
project
start
Rate of
tenants who
agreed and
signed as of
the balance
sheet date
Planning status Average
sale price
per
sq.m**
Expected
construction
start date
Expected
construction
end date
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Housing
units in
Housing
units for
Sq.m (ICR's share)
the project sale commercial NIS thousands
Hatzofim
Complex, Lod
310 262 1,450 100%
consent
from
residents,
signing
financing
agreements
92% Approved urban
building plan. The
design plan was
approved with
conditions that do
not delay the
opening of an
application for a
permit. An
application was
opened for an
excavation and
shoring permit for
half of the complex
(southern part), in
light of the
fact that
this is a demolition
reconstruction
project.
19,813 2027 2031 573,652 104,744 57,886
Dizengoff
Hameyasdim,
Netanya
191 129 528 , approval
of
new urban
plan and
building
permit.
93% Approved urban
building plan. A
design and
construction plan is
in preparation. An
information file was
received. An
application was
opened for an
excavation and
shoring permit by
ICR.
26,393 2027 2031 424,645 65,885 33,913
Gaponov
Complex,
Ashdod
756 588 4,306 89% The local committee
signed the plan
documents,
and they
were submitted to
the district
committee and
23,488 2030 2034 1,370,979 225,909 110,502
Project name Project Description Main
contingenc
ies for
project
start
Rate of
tenants who
agreed and
signed as of
the balance
sheet date
Planning status Average
sale price
per
sq.m**
Expected
construction
start date
Expected
construction
end date
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Housing Housing Sq.m (ICR's share)
units in
the project
units for
sale
commercial NIS thousands
passed the threshold
conditions.
Rothschild,
Bat Yam*
560 395 1,650 99% A zoning plan for
unification and
subdivision of the
complex was
approved. In
addition, the design
plan for the complex
was discussed in the
local committee and
approved with
conditions.
32,096 2028 2032 741,390 154,096 99,830
Katamonim,
Jerusalem
440 295 800 98% An excavation and
shoring permit was
approved by the
local committee in
January 2025. The
planning team is
working on meeting
the conditions for
receipt of the permit.
At the same time, a
corrective zoning
plan for the addition
of floors and
additional residential
units (474 units
instead of
440) was
approved for deposit
in the local
committee and
deposited for public
objections. An
application for a full
permit was received
in the local
committee.
32,691 2027 2031 1,074,394 184,359 98,593
86 Bar
Kochba
74 50 175 73% A zoning plan under
the authority of the
33,985 2029 2032 170,759 39,282 22,817
Project name Project Description Rate of
Main
tenants who
Average
contingenc
agreed and
sale price
ies for
Planning status
signed as of
per
project
the balance
sq.m**
start
sheet date
Expected
construction
start date
Expected
construction
end date
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Housing Housing Sq.m (ICR's share)
units in
the project
units for
sale
commercial NIS thousands
Street,
Herzliya
local committee that
was discussed for
deposit. The
planning team is
working on
completing the
conditions for the
deposit of the plan.
Brodetsky, Tel
Aviv
166 70 --- 96% In October 2023 the
design plan was
approved, and ICR
submitted an
application for
building permits
which was approved
by the committee.
50,383 2026 2030 413,770 79,922 49,004
Rabbi Akiva,
Herzliya
170 114 --- 86% A plan under the
authority of a district
committee. A zoning
plan was deposited
on April 21, 2023
and approved for
validation.
At this stage ICR is
working on a design
and planning plan
for a building
permit.
33,861 2028 2030 349,542 68,996 38,083
Koukis, Bat
Yam
171 114 2,348 98% The plan met the
threshold conditions
in the district
committee; awaiting
scheduling of the
plan for a deposit
hearing.
30,902 2030 2034 410,880 81,223 44,724
Katzanelson,
Yehud (inc.
commercial)
923 651 450 89% A zoning plan was
approved for
validation,
and the
planning process
26,271 2028 2032 1,669,596 188,463 67,963
Project name Project Description Main
contingenc
ies for
project
start
Rate of
tenants who
agreed and
signed as of
the balance
sheet date
Planning status Average
sale price
per
sq.m**
Expected
construction
start date
Expected
construction
end date
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Housing Housing Sq.m (ICR's share)
units in
the project
units for
sale
commercial NIS thousands
began for the
approval of a design
and construction
plan for the
complex. At the
same time, an
application for an
information file was
submitted.
Abba Hillel
Rashi, Ramat
Gan
200 128 370 85% A zoning plan was
approved for
validation,
and the
planning process
began, in
cooperation with the
Municipality of
Ramat Gan, for the
purpose of
submitting a design
plan.
35,905 2028 2032 475,719 62,492 28,140
Solomon,
Netanya
317 213 367 88% A zoning plan under
the authority of the
Netanya local
committee, currently
at the stage of
coordination with
the local authority.
26,863 2031 2035 675,240 105,514 50,518
Somkin, Tel
Aviv
454 292 400 73% ICR prepared zoning
plan documents and
they were submitted
to the district
planning bureau for
the purpose of
reviewing threshold
conditions, which is
currently in
progress.
30,884 2031 2035 850,928 165,220 88,779
Frug, Ramat
Gan
385 237 --- 78% A plan under the
authority of a district
committee. There is
36,443 2030 2034 782,020 134,937 68,819
Project name Project Description Main
contingenc
ies for
project
start
Rate of
tenants who
agreed and
signed as of
the balance
sheet date
Planning status Average
sale price
per
sq.m**
Expected
construction
start date
Expected
construction
end date
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Housing
units in
Housing
units for
Sq.m (ICR's share)
the project sale commercial NIS thousands
a pre-ruling with the
local and district
committee in
preparation for
selecting a preferred
planning alternative.
Pninat
Ayalon, Tel
Aviv
137 68 44,410 73% ICR submitted
zoning plan
documents to the
district committee
for the purpose of
promoting planning
in the location. In
coordination with
the Tel Aviv
Municipality, the
submitted plan was
withdrawn and
currently ICR is
working with the Tel
Aviv Municipality's
planning teams.
44,372 2031 2035 798,533 217,560 133,849
Meonot
Sarah,
Herzliya
645 401 1,078 71% Plan documents
were submitted to
the local committee
for review of
threshold conditions.
36,185 2029 2033 1,337,632 251,289 133,651
Haroeh
Negba, Ramat
Gan
258 159 191 77% A plan under the
authority of a district
committee. There is
a pre-ruling with the
local and district
committee in
preparation for
selecting a preferred
planning alternative.
32,822 2030 2034 519,237 78,820 36,210
Haifa Stroma
(Stage A)
826 622 500 76% The plan was
submitted and
2030 2034 1,420,854 246,160 125,522
Haifa Stroma
(Stage B)
867 674 1,303 74% published for public
objections.
20,320 2030 2034 1,485,793 257,932 129,421
Project name Project Description Main
contingenc
ies for
project
start
Rate of
tenants who
agreed and
signed as of
the balance
sheet date
Planning status Average
sale price
per
sq.m**
Expected
construction
start date
Expected
construction
end date
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Housing
Housing
Sq.m
(ICR's share)
units in
the project
units for
sale
commercial NIS thousands
Haifa Stroma
(Stage C)
715 555 1,400 69% 2030 2034 1,236,860 207,257 101,753
Derech
Hahagana, Tel
Aviv
346 218 500 67% The plan is in the
pre-ruling stage. A
conversation on the
matter is taking
place with the local
authority.
31,171 2031 2035 642,863 137,936 77,120
Havered A,
Or Yehuda
350 262 --- 69% The shadow plan
was discussed in
the
local committee.
24,515 2031 2035 730,831 146,931 79,865
Mishmar
Hayarden,
Givatayim
290 178 --- 69% Began to operate for
the purpose of
preparing a zoning
plan under the
authority of the
district committee.
At this stage, a pre
ruling began with
the local committee.
42,060 2031 2035 688,940 132,293 70,291
Total urban
renewal
9,551 6,675 62,226 18,845,057 3,337,220 1,747,253

The data does not include commercial areas.

* ICR owns 50% of the project

**Average price per square meters, excl. VAT

Projects below 67% signatures

Project name Project Description Main
contingencies
for project
start
Rate of
tenants who
agreed and
signed as of
the balance
sheet date
Planning status Average
sale price
per sq.m**
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Residential
units in the
Residential
units for
Sq.m (ICR's share)
project sale commercial NIS thousands
Havered B, Or
Yehuda
350 262 --- 50% The shadow plan was
discussed in the local
committee.
24,515 732,044 144,366 77,628
Enzo Sereni,
Givatayim*
736 424 12,137 12% A structural zoning plan
received validation in the
district. ICR intends to
promote a unification and
subdivision plan in the
local committee.
39,274 928,029 187,356 101,892
Rabbi Akiva,
Rasko, Holon
492 309 330 64% The plan was submitted
and published for public
objections. The objection
period has ended.
29,494 938,412 171,688 88,784
Tel Aviv, De
Haz
29 19 288 100% consent
from
residents,
approval,
signing
61% ICR intends to file a
building permit
application under the Tel
Aviv quarters plan. Early
planning for opening a
permit application.
59,483 116,504 31,896 19,510
Pinkas, Tel
Aviv
61 33 --- financing
agreements
new urban
plan and
building
permit
50% ICR intends to file a
building permit
application under the Tel
Aviv quarters plan. Early
planning for opening a
permit application.
56,987 155,983 30,787 16,562
Har
Zion/Haemel,
Tel Aviv
117 50 35,100 29% ICR intends to advance a
detailed plan for the
project in coordination
with the Tel Aviv
Municipality.
47,215 593,358 68,503 32,844
Pirchei Aviv,
Tel Aviv
215 129 36 43% ICR intends to advance a
detailed plan for the
project in coordination
with the Tel Aviv
Municipality.
45,592 478,678 92,980 49,622
Hagibor
Ha'almoni, Tel
Aviv
180 100 383 66% The plan is in the pre
ruling stage.
40,217 320,949 31,170 8,268
Project name Project Description Main
contingencies
for project
start
Rate of
tenants who
agreed and
signed as of
the balance
sheet date
Planning status Average
sale price
per sq.m**
Expected
income
Expected
gross profit2
Expected
surplus at
project end
(after tax)
Residential Residential Sq.m (ICR's share)
units in the
project
units for
sale
commercial NIS thousands
Sheshet
Hayamim,
Netanya
301 207 550 65% The plan is in the pre
ruling stage with the local
committee for selecting an
agreed plan alternative.
26,959 599,699 103,291 51,583
Total urban
renewal
2,481 1,533 48,824 4,863,656 862,037 446,693

* ICR owns 50% of the project **Average price per square meters, excl. VAT

Forward-Looking Information

It is emphasized that the Company's assessments above, including projections and estimates regarding rezoning of land and/or scope of building rights on land and/or receipt of building permits, timelines for commencement and completion of construction in the projects, including the expected date for drawing cash flows from the project, total expected revenues, average price per square meter, total and percentage gross profit expected in the projects, remaining surplus including equity investment estimates, projected cash flow to be received (Company's share), and management fees in the various Company projects, which are subject to the conditions detailed in the table above, constitute "Forward-Looking Information" (as defined in the Securities Law, 5728-1968), based on the Company's experience and that of its project partners, and on full realization of inventory at prices consistent with actual sales. These parameters are largely dependent on external factors, such as obtaining the required permits for execution of the projects, including rezoning of the Company's lands (both in terms of receiving them at all, and receiving them within the timeframe anticipated by the Company and its project partners), including zoning plan changes in relation to urban renewal projects, and obtaining signatures from all current owners on the agreements; the Company's compliance with various authorities' requirements and receipt of the relevant permits; cooperation between partners, decisions made during project execution, and provision of the required equity (including by the Company) in accordance with the signed agreements; the partners' compliance with the conditions of the financing agreements related to the relevant projects (including equity provisions) and nonoccurrence of events of default therein; engagement in financing agreements for projects not yet commenced; engagement with contractors and other suppliers for projects not yet commenced and cost estimates based on current market conditions; effects due to the "Iron Swords War" as detailed in Section B.3 below; regulatory developments that may apply to urban renewal projects and/or changes and/or intensification of regulation in the Company's various areas of operation; actual construction and financing costs upon their occurrence (which may deviate from the Company's estimates, including materially); maintenance of current real estate market sale prices (which may change, including materially, inter alia due to shifts in the economic environment in which the Company operates, such as rising interest rates and inflation as detailed in Section B.6, and increases in construction costs and the Construction Inputs Index as detailed in Section B.7 below, and frequent changes in tax regulation); and decisions of authorities regarding approval of land designation plans – and there is no certainty that these matters will indeed occur as expected. These factors may significantly alter the Company's estimates as detailed above.

According to the Company's assessment, as of this date, the primary factors that may prevent the forward-looking information from materializing are: that there will be no rezoning of the Company's lands and/or no changes to the city building plans in accordance with the intentions of the Company and its partners; that the construction of the projects will not be possible or will be delayed due to various reasons such as the Company's failure to meet regulatory requirements for receiving

permits and/or failure to obtain appropriate permits for the projects, or obtaining them later than anticipated by the Company; non-compliance by the partners with the financing agreements signed in connection with the relevant projects (including provision of equity) or the occurrence of any of the immediate repayment events stipulated therein, which may, if triggered, lead to a demand for immediate loan repayment; the Company not entering into financing agreements for the relevant projects; contractors or other suppliers involved in the projects encountering financial difficulties; any of the Company's investors and/or partners in the relevant projects experiencing financial hardship that prevents them from continuing to fund their share of the projects; deviations from the anticipated scope of the projects due to increases in construction costs as detailed in Section B.7 below (including labor shortages), taxes and/or levies imposed on land acquisition and development, and the like; the effects of the Iron Swords War and Rising Lion Operation as detailed in Section B.3 below; deterioration in the economic environment, including the impact of rising interest rates and inflation as discussed in this Board of Directors' Report, which could negatively affect the pricing environment in which the Company operates, leading to a decrease in the scope of sales forecasted by the Company and a decrease in gross profit as stated above, and accordingly, a decrease in the Company's surplus in various projects. Therefore, there is no certainty that the above information will materialize, and it may differ materially from what is stated above.

B.1. Financial condition

As of June 30, 2025, the total assets of the Company amount to approximately NIS 11,790 million, compared to approximately NIS 10,956 million as of December 31, 2024. The increase in the total assets of the Company as of June 30, 2025, is explained below:

As of As of As of
June 30, 2025 June 30, 2024 December 31, 2024 Explanations of material changes occurring
compared to Dec. 31, 2024
NIS thousands NIS thousands NIS thousands
Current assets
Cash and cash
equivalents
233,618 290,890 410,276 See Section B.4. Liquidity below.
Cash and deposits
in use in
accompanied
accounts
17,212 - 566,068 The decrease in the balance derives from receipts
from buyers in escrow accounts in the Rainbow
and Midtown Jerusalem projects, which repaid
bank loans and were also used to pay the
betterment levy in the Midtown Jerusalem project.
Financial assets at
fair value through
profit and loss
109,244 70,869 129,192 The decrease in the balance derives mainly from a
decline in the fair value of Norstar Inc. shares
(hereinafter: "Norstar").
Receivables for
the sale of real
estate inventory
and apartments
under
construction
71,618 76,346 19,280 The increase in the balance derives mainly from
sales of land units in the Herzliya Northern Quarter
project and in the Elco Ramat HaSharon project.
Accounts
receivable
111,770 111,260 126,481 ---
Income tax owed 6,886 11,574 5,920 ---
Other accounts
receivable for
hotels
92,431 47,334 41,233 The increase in balance is mainly from the
acquisition of the Brown activity. For further
details,
see
Note
4O
of
the
Company's
consolidated financial statements.
Real estate
inventory
440,612 1,994,214 320,758 The increase in the balance derives mainly from
the purchase of land in the Herzliya Northern
Quarter in the amount of approx. NIS 138 million.
Inventory of
buildings under
planning and
construction
3,065,926 697,344 2,625,023 The increase in the balance derives mainly from
investments in the Midtown Jerusalem project in
the amount of approx. NIS 270 million and from
investments in the Sde Dov project in the amount
of approx. NIS 100 million.
Advances on
account of real
estate inventory
20,832 - 47,780 ---
Total current 4,170,149 3,299,831 4,292,011
assets Non-current assets
Investments and
loans in investees
accounted for
using the equity
method, net
1,350,378 1,226,575 1,305,859 ---
Long-term real
estate inventory
1,121,583 763,731 1,145,810 ---
Real estate for
investment
3,114,318 2,672,469 2,893,000 The increase in the balance derives mainly from
investments made in the Midtown Jerusalem
project in the amount of approx. NIS 144 million.
Advances on
account of
investment real
estate
2,237 32,779 13,486 ---
Fixed assets 840,184 628,128 807,495 The increase in the balance derives mainly from
investments in hotels in the Hotel Company, and as
a result of the acquisition of the Brown activity. For
further details, see Note 4(O) to the Company's
consolidated financial statements.

As of As of As of
June 30, 2025 June 30, 2024 December 31, 2024 Explanations of material changes occurring
compared to Dec. 31, 2024
NIS thousands NIS thousands NIS thousands
Current assets
Advances on
account of fixed
assets
- 1,113 1,382 ---
Restricted use
cash and deposits
long term
6,382 5,205 5,266 ---
Right of use asset 972,234 414,953 425,912 The increase in the balance derives mainly as a
result of the acquisition of the Brown activity. For
further details, see Note 4(O) to the Company's
consolidated financial statements.
Advances on
account of real
estate inventory
- 34,305 - ---
Accounts
receivable
8,100 6,217 7,066 ---
Deferred tax
assets
27,246 44,852 31,771 ---
Other investments
and assets
14,049 13,436(*) 14,090(*) ---
Goodwill and
intangible assets
162,838 13,152(*) 13,152(*) The increase in the balance derives mainly from
goodwill as a result of the acquisition of the Brown
activity. For further details, see Note 4(O) to the
Company's consolidated financial statements.
Total non
current assets
7,619,549 5,856,915 6,664,289
Total assets 11,789,698 9,156,746 10,956,300
As of As of As of
June 30, 2025 June 30, 2024 December 31, 2024 Explanations
of
material
changes
occurring
compared to Dec. 31, 2024
NIS thousands NIS thousands NIS thousands
Current liabilities
Credit from bank
corporations and
current maturities
on long-term loans
2,917,602 2,821,648 2,866,946 The increase is mainly due to the short-term loan
classification in the Beit Hanara project and,
conversely, the long-term loan classification in the
Beit Eurocom project due to the extension of the loan
period.
Current maturities
of bonds
291,731 268,727 269,101 ---
Current maturities
of long-term lease
liability
43,020 18,461 21,060 The increase in the balance derives mainly as a result
of the acquisition of the Brown activity. For further
details, see Note 4(O) to the Company's consolidated
financial statements.
Suppliers and
service providers
66,457 33,583 36,345 The increase in the balance derives mainly as a result
of the acquisition of the Brown activity and an
increase in the hotel activity. For further details, see
Note 4(O) to the Company's consolidated financial
statements.
Accounts payable 246,107 71,700 163,244 The increase in the balance is mainly due to the
recording of a provision for levies.
Current tax liability 11,076 11,752 17,515 ---
Liability for
provision of
construction
services
3,233 4,751 4,360 ---
Advances for the
sale of real estate
inventory and
building inventory
under planning and
construction
614,145 69,193 421,240 The increase in the balance is mainly due to payments
made by buyers in the Midtown Jerusalem and
Rainbow projects. The project company in the
Rainbow project has not yet recognized revenue in
accordance with the International Financial Reporting
Standard IFRS15. The Midtown Jerusalem company
has begun recognizing revenue in accordance with the
rate of progress (approximately 2%) in accordance
with the International Financial Reporting Standard
IFRS15.
Loans from others 2,526 3,342 2,502 ---
Total current
liabilities
4,195,897 3,303,157 3,802,313
Non-current liabilities
Long-term loans
from banks
1,902,295 1,312,006 2,001,362 The decrease in balance is mainly due to the short
term loan classification in the Beit Hanara project and,
conversely, from the loan classification in the Beit
Eurocom project from short term to long term due to
the extension of the loan period.
Loans from others
and other liabilities
9,681 26,337 10,175 ---
Bonds 986,343 747,085 1,055,667 The decrease in the balance is mainly due to the
payment of Series G Bonds during the period.
Lease liability 994,177 428,670 442,578 The increase in the balance derives mainly from the
acquisition of the Brown activity. For further details,
see Note 4(O) to the Company's consolidated
financial statements.
Deferred tax
liabilities
160,823 186,477 169,335 ---
Commitment to
providing long-term
construction
services
427 3,562 855 ---
Other non-current
liabilities
20,437 10,379 11,627 ---
Total non-current
liabilities
4,074,183 2,714,516 3,691,599
Total equity (inc.
minority)
3,519,618 3,139,073 3,462,388 ---
Total liabilities and
equity
11,789,698 9,156,746 10,956,300

(*) Reclassified

Equity

The Company's total equity attributable to the Company's shareholders as of June 30, 2025, and as of December 31, 2024, amounted to approximately NIS 2,555 million and approximately NIS 2,486 million, respectively.

Working Capital

As of June 30, 2025, the Company had negative working capital in the consolidated report totaling approximately NIS 25 million, compared to positive working capital of approximately NIS 490 million as of December 31, 2024. The decrease in working capital results from a reduction in current assets alongside an increase in current liabilities, as detailed above. In the solo report, the Company has positive working capital. Refer to Section B.6 of this Report.

B.2. Results of Operations

For the six months
ended on June 30
For the three months
ended on June 30
For the year
ending
December
31
Explanations of material changes
occurring compared to six months ended
June 30, 2024
2025 2024 2025 2024 2024
Income:
Rental and management
of investment real estate
42,465 38,853 20,669 19,824 80,215 ---
Revenues from the sale
of land inventory
84,310 5,118 44,727 2,599 11,679 The increase in revenues compared to the
corresponding
period
last
year
derives
mainly from revenues from the sale of land
units in the Ramat HaSharon office project
and land units in the Herzliya Northern
Quarter project.
Income from sale of
apartment and office
inventory
34,991 41,473 12,269 4,682 61,115 The revenues in the period derive from sales
in the Midtown Jerusalem project in the
amount of approx. NIS 14 million for the
residences and approx. NIS 2 million for the
offices, in accordance with the pace of
progress in the project. In addition, from
sales in the Ahad Ha'am project in the
amount of approx. NIS 19 million. The
revenues in the corresponding period last
year derived from sales in the Ahad Ha'am
project in the amount of approx. NIS 41
million.
Revenue from lease of
real estate inventory
12,080 12,686 5,973 6,194 25,344 ---
Income from
management fees
4,511 - - - 1,645 The revenues in the period derive from
management fee income in the Atlit Blue
project.
Income from operation
and management of a
hotel
157,588 143,960 101,660 77,913 291,017 The increase in revenues derives mainly from
the acquisition of the Brown hotels activity.
For further details, see Note 4(O) to the
Company's
consolidated
financial
statements. See also Section B.3 of this
Report. Also, see Section B.3 of this Report.
Marketing and
brokerage income
5,806 7,436 1,038 4,779 25,714 ---
Revenues from
provision of
construction services
1,555 1,789 1,109 1,145 4,886 ---
Increase in fair value of
investment real estate
and profit from its
exercise
23,530 31,167 23,530 30,076 66,371 ---
Company's share in
profit of investments
31,690 61,012 14,793 14,622 200,760 The decrease derives mainly from revenues
from the Morgal company in Russia that
For the six months
ended on June 30
For the three months
ended on June 30
For the year
ending
December
31
Explanations of material changes
occurring compared to six months ended
June 30, 2024
2025 2024 2025 2024 2024
accounted for using the
equity method, net of
tax
were recorded in the corresponding period
last year.
Other income 818 706 282 706 5,490 ---
Total income 399,344 344,200 226,050 162,540 774,236
Expenses and costs:
Cost of rent 21,816 18,513 11,734 9,622 42,961 ---
Cost of sale of real
estate inventory
41,586 2,495 21,968 1,449 7,848 The cost of sale of real estate inventory in the
period derives mainly from the sale of land
units attributed to the Herzliya Northern
Quarter project.
Cost of sale of
apartment and office
inventory
26,005 29,379 9,544 6,240 45,335 Derives mainly from the Ahad Ha'am project
and the Midtown Jerusalem project and the
pace of progress of the projects over the
periods.
Cost of operation and
management of hotels
168,415 113,514 107,478 61,744 257,682 The
main
increase
derives
from
the
acquisition of the Brown activity. For further
details, see Note 4(O) to the Company's
consolidated financial statements. Also, see
Section B.3 of this Report.
Decrease in fair value
of investment real estate
20,865 14,327 5,683 4,245 38,963 ---
Expenses for
construction services
1,555 1,789 1,109 1,145 4,886 ---
Management and
general expenses
26,043 32,319 13,524 12,086 59,821 ---
Marketing and sale
expenses
34,203 18,181 22,746 10,190 38,661 The main increase derives from marketing
and branding of the Company's projects,
mainly in the Rainbow project.
Company's share in loss
of investments
accounted for using the
equity method, net of
tax
24,238 13,859 11,909 3,006 17,827 ---
Other expenses - - - 447 - ---
Total expenses and
costs
364,726 244,376 205,695 110,174 513,984
Operating profit 34,618 99,824 20,355 52,366 260,252
Changes in financial
assets measured at fair
value
(18,692) (22,714) 20,058 (33,407) 36,911 ---
Financing income 28,225 19,389 9,915 11,135 54,114 The increase compared to the same period
last year is mainly due to interest income on
deposits.
Financing expenses (83,806) (57,670) (58,240) (31,802) (133,280) The
main
increase
compared
to
the
corresponding period last year stems from
financing costs for leasing, mainly as a result
of the acquisition of Brown's operations, for
more information see Note 4O to the
Company's
consolidated
financial
statements, and from recording financing
expenses for the Midtown Jerusalem project
in profit and loss from the date of receipt of a
building permit in accordance with the
provisions of IFRS 15.
Profit
(loss)
before
income tax
(39,655) 38,829 (7,912) (1,708) 217,997
For the six months
ended on June 30
For the three months
ended on June 30
For the year
ending
December
31
Explanations of material changes
occurring compared to six months ended
June 30, 2024
2025 2024 2025 2024 2024
Income tax 8,767 5,157 1,093 5,464 13,681 ---
Profit (loss) for the
period
(30,888) 43,986 (6,819) 3,756 231,678
Exchange rate
differences from
translation of foreign
operations
(1,643) (1,262) (16) 10,968 (6,072) ---
Gain (loss) on changes
in the fair value of a
financial liability, net of
tax
- 2,062 - 2,062
Gain on revaluation of
fixed assets, net of tax
4,387 - 4,838 - 135,539 ---
Total comprehensive
profit (loss)
(28,144) 44,786 (1,997) 16,786 361,145

B.3. Iron Swords War

Further to Note 31 to the Company's consolidated financial statements as of December 31, 2024, the main effects of the Iron Swords War and Operation Rising Lion (the "War") on the Company's operations as of the Report Date are as follows:

With respect to the Company's development projects under construction, as of the first half of 2025 and the publication date of this Report, activity at the sites is proceeding as usual, and therefore there is no material impact on the progress of the Company's projects. It is clarified that to the extent any sites do not operate at full capacity, this may lead to an increase in financing costs and construction costs (and accordingly, a reduction in project surpluses) as well as an increase in rent expenses paid to owners of existing residential units in urban renewal projects.

The Iron Swords War has caused a shortage of professional labor at construction sites and an increase in the cost of raw materials needed for project execution, leading to higher construction execution costs, both in projects where a construction agreement has yet to be signed, and in projects where the execution agreement is linked to the Construction Inputs Index. This is reflected both in the sharp rise of the Construction Inputs Index in January 2025 and in the announcement by the Central Bureau of Statistics of an additional significant increase expected by the end of 2025. In addition, the continuation of the War may lead to extended construction timelines and delays in project completion dates. The War has also contributed to increased inflation, which maintains a high-interest environment. In light of the situation, the Company has updated its forecasts for construction costs based on its estimates and the actual contractor agreements signed. Conversely, the Company's revenue estimates for the projects have also been updated, in light of rising sales prices, based on actual sales of residential units in various projects.

As stated, as of the publication date of the Report, the impact of the War on the Company's operational results exists but is not material. However, should additional fronts open beyond those currently active, the Company's estimates may change, including materially.

During Operation Rising Lion, several of the Company's properties were damaged by missiles launched from Iran, including the office and commercial properties in the Da Vinci Project, the commercial areas in the Midtown Tel Aviv Project, and additional areas in Beit America. All of the properties have returned to

full operation, and in parallel the Company initiated proceedings with the Property Tax Authority regarding coverage of the damages caused to these areas.

With regard to the Company's income-producing properties, as of the publication date of the Report, the vast majority of tenants are paying full rent without concessions (such as deferred payments) which were granted in specific cases at the beginning of the War. According to the Company's assessment, at this stage no significant impact on the Company's revenue is expected as a result, and there appears to be stability in the occupancy rates of the Company's income-producing properties.

With respect to the Company's hotel segment – hotel operations in Israel are influenced by the unique characteristics of the tourism sector as well as by economic and security factors that directly impact this field. Through the end of 2024, the War did not have a material impact on the hotel company's results, due to high occupancy in the Company's hotels stemming from hosting residents evacuated from the south and north in accordance with need and emergency directives, with the level of expenses (including furloughs and staff leave as necessary) adjusted to match the level of activity during this period. However, during the Reporting Period, most of the evacuated residents left the Company's hotels, together with the seasonality of the industry and Operation Rising Lion affected the results of the hotel operations for the first and second quarters of 2025. During Operation Rising Lion, ballistic missiles were launched toward the State of Israel, some of which struck central cities in Israel, including Tel Aviv. As a result of the strikes, two of the Company's hotels were damaged (the Lighthouse Hotel, which was closed for renovations, and the PLAY Hotel in the Midtown Tel Aviv complex, which sustained minor damage). As of the date of publication of this Report, the Company is working to repair the Midtown Tel Aviv Hotel, which, as noted, sustained minor damage and as of this date has returned to full operation (including hosting evacuees). The Lighthouse Hotel was significantly damaged and most of its rooms were destroyed; however, it is not yet possible to determine the scope of the damage or the duration and/or cost required for its restoration. According to the Company's assessment, the expenses related to the renovation of the hotel will be paid by the Property Tax Authority. As of the date of publication of this Report, the Lighthouse Hotel is not operational. It should be noted that due to the evacuation of residents from their homes ("the evacuees") within the framework of Operation Rising Lion, the Group's hotels, primarily in Tel Aviv, began hosting evacuees starting in June 2025.

It is clarified that a prolonged and/or intensified Iron Swords War and its impact on the tourism industry as a whole (both domestic and international) could affect demand for the Company's hotels and impact the business results of the Company's hotel operations in the coming quarters—whose extent cannot currently be assessed.

Possible Impacts of Prolongation and Expansion of the War:

A further prolongation of the fighting and/or an expansion of the War into additional fronts with high intensity may materially impact the Company's operations, as they may lead to: (1) Cancellation/reduction of projects and delays in the pace of initiation procedures and entry into new projects; (2) Delays in the planning, permitting, and execution processes of the projects, potentially leading to delays in completion and delivery of the projects to purchasers; (3) Decline in the financial resilience of subcontractors and key suppliers; (4) Increase in construction costs (including due to labor shortages) and a significant rise in the Construction Inputs Index; (5) A material decrease in demand for residential units / office space / commercial areas marketed by the Company (due to potential purchasers/tenants' impaired financial capacity, decisions by Bank of Israel imposing restrictions on banks from providing benefits to purchasers, deteriorated public sentiment, and uncertainty inherent in wartime periods); (6) Decline in sale/rental prices and/or tenant departures; (7) Restrictions on the volume of bank credit available to the real estate sector, increased equity requirements for project funding (including Company-contributed equity), more stringent financing terms, and delays in the provision of financing required for the Company's operations (which is also conditioned, inter alia, on the pace of marketing residential units/offices/leasing of space in the projects); (8) Oversupply of leasable space that would affect capitalization rates and the Company's projected NOI; (9) Non-fulfillment of obligations by purchasers/tenants toward the Company; (10) Impact on domestic and inbound tourism, which may affect occupancy levels in the Company's hotels and consequently impact revenues and profitability in this segment.

The Company's cash and cash equivalents as of June 30, 2025, totaled approximately NIS 234 million, compared to approximately NIS 410 million as of December 31, 2024—a decrease of approximately NIS 176 million in cash balances, as detailed below:

Cash from Operating Activities

The main changes in cash flows from operating activities derive from purchases and investments in land inventory in the amount of approximately NIS 510 million, from an increase in receivables in respect of the sale of real estate inventory and inventory of buildings in planning and construction in the amount of approximately NIS 52 million, from a decrease in payables and credit balances and in current tax liabilities in the amount of approximately NIS 49 million, and from a net loss in the amount of approximately NIS 31 million. On the other hand, they derive from an increase in advances in respect of the sale of real estate inventory and inventory of buildings in planning and construction in the amount of approximately NIS 193 million, from a loss from fair value adjustment of financial instruments at fair value through profit or loss in the amount of approximately NIS 19 million, and from depreciation and amortization of fixed assets and right-of-use assets in the amount of approximately NIS 40 million.

Total cash used for operating activities amounted to approximately NIS 360 million.

Cash from Investing Activities

The cash flow was mainly derived from changes in cash and restricted deposits totaling approximately NIS 548 million, partially offset by purchases and investments in investment property, net, totaling approximately NIS 171 million, the entry to consolidation of the Brown activity in the amount of approximately NIS 56 million and the acquisitions and investments in fixed property in the amount of approximately NIS 35 million.

Total cash generated from investing activities amounted to approximately NIS 262 million.

Cash from Financing Activities

Cash was mainly used for repayment of long-term loans totaling approximately NIS 586 million and repayment of bonds in the amount of approximately NIS 251 million. This was partially offset by proceeds from issuance of shares, net, totaling approximately NIS 124 million, receipt of long-term loans from banking corporations totaling approximately NIS 342 million, and net proceeds from short-term credit from banking corporations totaling approximately NIS 106 million, and the expansion of Series H Bonds in the amount of approximately NIS 209 million.

Total cash used for financing activities amounted to approximately NIS 85 million.

B.5. Sources of Financing

The Company's principal sources of financing:

    1. Bonds (Series G) refer to Section D below.
    1. Bonds (Series H) refer to Section D below.
    1. Loans obtained by the Company from time to time for the purpose of financing projects and/or land and/or assets, including in the Sde Dov Tel Aviv Project, Midtown Tel Aviv, Midtown Jerusalem, and Vertical City – "Stock Exchange District."
    1. The average balance of short-term credit of the Company, including bank credit, loans from others, current maturities of bonds, and current maturities of long-term loans, amounted to approximately NIS 3 billion.

    1. The average balance of long-term liabilities, including bank credit, loans from others, and bonds, amounted to approximately NIS 3 billion.
    1. The average balance of supplier liabilities amounted to approximately NIS 51 million.
    1. Issuance of shares totaling approximately NIS 124 million, as detailed in Note 4c to the financial statements as of June 30, 2025.
    1. Expansion of Bond Series H totaling approximately NIS 210.8 million, as detailed in Note 4s to the financial statements as of June 30, 2025.

Details regarding the Company's compliance with the financial covenants of its material loans3 , in addition to Bonds (Series F), Bonds (Series G), and Bonds (Series H), whose terms are detailed in Section D below, are presented hereunder:

Loan Borrower
corporation
(loan
provision
date)
Original loan
framework
amount (NIS
thousands)
Principal
balance as of
June 30, 2025
(NIS
thousands)
Financial conditions / commitment to no
changes of control
Manner of calculation of
financial covenants and
their results as of June
30, 2025
1. Local
bank
The
Company
and
subsidiaries
held at a
rate of
between
60%-100%
Refers to all
the loans given
by the local
bank to the
companies in
the Group
(including the
Rainbow
project, Tel
Aviv)
2,429,508 (a) The Company's consolidated equity,
excluding non-controlling interests, must
not at any time be less than an amount
equal to 17% of the Company's total
balance sheet (according to consolidated
financial statements).
(b) The ratio of the Company's equity
(excluding non-controlling interests) to
the total balance sheet of the Company
separately (solo) shall not be less than
37.5%.
(c) The consolidated equity of the Company,
excluding non-controlling interests, must
not at any time be less than NIS 1,200
million.
(d) The consolidated equity of the Company,
excluding rights that do not confer
control (but including loans given to the
Company which are included in the
consolidated equity), shall not be
reduced at any time by an amount equal
to 22% of the total balance sheet of the
Company (according to consolidated
financial statements).
(e) There shall be no change in the
controlling shareholders from the current
situation, whereby both Asaf Touchmair
and Barak Rosen cease to be controlling
shareholders of the Company.
Additionally, no other shareholders in
the Company will hold more than 32%
of the Company's shares.
(a) The ratio of the
Company's equity to the
total consolidated balance
sheet as of June 30, 2025
is approximately 21.6% -
compliant.
(b) The ratio of the
Company's equity to the
total solo balance sheet as
of June 30, 2025, is
approximately 63.4% -
compliant.
(c) The amount of equity
in the consolidated balance
sheet as of June 30, 2025,
is approximately NIS
2,555 million - Compliant.
(d) The ratio of the
Company's consolidated
equity, excluding non
controlling interests (but
including loans provided
to the Company that are
included in consolidated
equity), to total assets is
approximately 27.3% -
Compliant.
(e) No such change has
occurred.
2. Local
bank
A 55.9%
owned
company
that owns
the Vertical
City
project4
838,310 795,903 (a) The Company's consolidated equity,
excluding non-controlling interests, must
not at any time be less than an amount
equal to 17% of the Company's total
assets (according to consolidated
financial statements).
(b) The ratio of the Company's equity
capital (excluding non-controlling
interests) to the total balance sheet of the
Company separately (solo) shall not be
less than 30%.
(c) The consolidated equity of the Company,
excluding non-controlling interests, must
(a) The ratio of the
Company's equity to the
total consolidated balance
sheet as of June 30, 2025
is approximately 21.6% -
compliant.
(b) The ratio of the
Company's equity to the
total solo balance sheet as
of June 30, 2025, is
approximately 63.4% -
compliant.

3 The material loan agreements for this matter are loan agreements and material loan agreements as defined in Legal Position 104-15: A Reportable Credit Event of the Israel Securities Authority, as detailed in Section 15.2 of the 2024 Report.

4 On August 14, 2025, after the balance sheet date, the Company signed an increase to the loan framework. For further discussion, see Note 5f of the Company's consolidated financial statements.

Loan Borrower
corporation
(loan
provision
date)
Original loan
framework
amount (NIS
thousands)
Principal
balance as of
June 30, 2025
(NIS
thousands)
Financial conditions / commitment to no
changes of control
Manner of calculation of
financial covenants and
their results as of June
30, 2025
not at any time be less than NIS 700
million.
(d) The consolidated equity of the Company,
excluding rights that do not confer
control (but including loans given to the
Company which are included in the
consolidated equity), shall not be
reduced at any time by an amount equal
to 22% of the total balance sheet of the
Company (according to consolidated
financial statements).
(e) There will not be any structural change
in relation to the borrower, compared to
the situation existing at the time of
signing the loan agreement, without the
prior consent of the bank.
(c) The amount of equity
in the consolidated balance
sheet as of June 30, 2025,
is approximately NIS
2,555 million - Compliant.
(d) The ratio of the
Company's consolidated
equity, excluding non
controlling interests (but
including loans provided
to the Company that are
included in consolidated
equity), to total assets is
approximately 27.3% -
Compliant.
(e) There was a change
with the entry of Clal
Insurance into the Vertical
City project, with the
consent of the bank.
3. Local
bank
An 80%
owned
company
that owns
the
Midtown
Jerusalem
project
1,125,000
[Including a
guarantee
framework]
814,350 There will be no change of control without
obtaining the bank's prior written consent.
"Control" for this matter as the term is
defined in the Securities Law, 5778-1968
including holding together with others.
Notwithstanding the above, it is agreed that:
Decrease in holdings of Asaf Touchmair and
Barak Rosen in the Company to a level not
lower than 32% of the control means, as
long as they remain the controlling
shareholders of Israel Canada at all times,
will not constitute a breach of the
agreement, and no bank consent will be
required for this.
A reduction in the combined holdings of the
Company and Pangaea in the project
company to a level not lower than 70% of
the control means in the project company,
provided that the Company and Pangaea
remain the controlling shareholders of the
project company at all times, will not
constitute a breach of the agreement, and no
bank consent will be required for this.
Compliant.

B.6. Disclosure Pursuant to Article 10(b)(14) of the Periodic and Immediate Reports Regulations, 5730- 1970

Pursuant to Article 10(b)14 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: the "Reporting Regulations"), regarding the disclosure of projected cash flow for financing the repayment of the reporting corporation's obligations, any reporting corporation whose debentures are held by the public on the date of publication of the financial report and for which warning signs as defined in the said article exist in its financial data, must publish details of its obligations and of the financial sources from which it expects to repay such obligations (hereinafter: the "Projected Cash Flow Statement") over the two years following the date of publication of the financial report.

It is emphasized that pursuant to the guidance of the Israel Securities Authority under Section 36A(b) of the Securities Law, 5728-1968, with respect to the disclosure required in the Projected Cash Flow Statement, the

sources and uses included in the projected cash flow are based on the consolidated financial data of the Company as well as on the separate (solo) financial data as defined in Article 9c of the Reporting Regulations.

Consolidated Financial
Statements as of June 30,
2025 (NIS millions)
Separate Financial
Information (solo) as of June
30, 2025 (in NIS million)
Working capital (26) 71
Working capital Working capital for a
period of 12 months
22 71
Continuous negative cash flow from current activities Yes Yes

Details regarding working capital and ongoing cash flow from current activities

Below are details about the working capital and the working capital for a period of 12 months in the consolidated reports of the Company as of June 30, 2025

Amount included in the
financial statements as of June
30, 2025 (NIS millions)
Adjustments (for a
period of twelve
months) (NIS millions)
Total (NIS
millions)
Current assets 4,170 (2,213) 1,957
Current liabilities 4,196 (2,260) 1,936
Surplus current assets over current
liabilities
(26) 47 21

As of June 30, 2025, the Company has negative ongoing cash flow from current activities in both the consolidated financial statements and the separate financial information report (solo), and a working capital deficit in the Company's consolidated financial statements (in accordance with Legal Position No. 105-27: "Disclosure Regarding Projected Cash Flow" published by the Israel Securities Authority on April 1, 2014, as updated from time to time).

It should be noted that the negative cash flow from operating activities in the Company's consolidated financial statements is mainly due to payment of levies in the amount of approximately NIS 200 million for the Midtown Jerusalem project and the purchase of land in the Northern Herzliya Quarter in the amount of approximately NIS 108 million (for further details, refer to Note 4m to the Company's consolidated financial statements).

Nevertheless, the Company's Board of Directors has determined that the negative ongoing cash flow from operating activities in the consolidated and solo financial statements, and the working capital deficit in the consolidated financial statements, as stated above, do not indicate a liquidity problem in the Corporation. Therefore, no warning sign exists as defined in Article 10(b)(14) of the Reporting Regulations, for the reasons detailed below: The Company has a balance of cash, cash equivalents, and liquid financial assets as of the Report Date totaling approximately NIS 360 million; The Company has positive working capital in the solo and consolidated financial statements and in the solo report for a 12-month period; Based on management's review of the Company's projected cash flow, whose main assumptions are as follows:

  • After the balance sheet date, the Company entered into bank financing for the Midtown Jerusalem project.
  • The Company estimates that in bank-financed projects (including projects that have a voucher arrangement), purchasers' proceeds will be used for principal and interest payments and project construction.
  • The Company estimates signing a voucher arrangement or bank financing agreement for the Canada in the City "SHE" Project by the end of 2025.
  • In the next two years, no further equity injection is expected to be required for the Vertical Project, and activity in the Vertical Project will be funded by the project company's own resources and/or external financing that will be taken by the project company.
  • Renewal of existing bank credit facilities maturing, based on customary financing rates for mortgaged assets:

a. Income-producing property – financing at LTV of approximately 70%.

  • b. Land assets financing at LTV of up to 50%.
  • The net bond principal balance of the Company as of June 30, 2025, will increase by an amount of approximately NIS 100 million in the next two years.
  • Sale of land (Ramat Hasharon / Harova Hatzfoni Herzliya), apartments in the Ahad Ha'am Project and/or bringing in partners and/or capital allocation in held companies at an average scope of approximately NIS 170 million per year.
  • Dividend distribution in amounts similar to the distribution in the past two years.

In light of all of the above, and given the sales plan reviewed by the Board of Directors for the various Company projects, as well as the realizations from the beginning of 2025, the pace of sales in the Company's projects, the Company's ability to raise equity and/or debt in the capital market (its existing bonds are rated ilA-), the raising of bank debt against assets with acceptable LTV ratios, and the entry into bank financing for projects the Company is advancing, the Company's Board of Directors has determined (although there is no certainty) that the above warning signs do not indicate a liquidity issue, and therefore no warning sign exists in the Company.

The foregoing regarding the assumptions of the Company's Board of Directors constitutes forwardlooking information, as defined in the Securities Law, 5728-1968, subject to the forward-looking information disclaimer included in Section 6.3.3.9 of the 2024 Report and the risk factors of the Company as detailed in Section 21 of the 2024 Report. These assessments may change materially, due to the "Iron Swords" War as stated above in this Report and due to interest rate increases and inflation.

B.7. Discussion of Risk Factors

From the beginning of 2025 until the date of publication of this Report, the Consumer Price Index increased by approximately 2.5%, following an increase of approximately 3.2% in 2024 and 3% in 2023.

Due to the rise in the inflationary environment, Bank of Israel increased the interest rate to curb price increases, and the prime interest rate rose from 1.6% and 4.75% (at the end of 2021 and 2022, respectively) to 6.25% at the end of 2023. In January 2024, in light of the decline in the inflationary environment and with the aim of stabilizing the markets, reducing uncertainty, maintaining price stability, and supporting economic activity, Bank of Israel reduced the interest rate to 6%. In accordance with the announcement by Bank of Israel, the continued trend of interest rate reductions will be determined based on the continued convergence of inflation toward its target, the continued stability in financial markets, economic activity, and fiscal policy. According to Bank of Israel's forecast from July 2025, the inflation rate for the next four quarters (ending in the second quarter of 2026) is expected to stand at 2.2%; during 2025, it is expected to be 2.6%, and during 2026, 2%. This forecast was prepared after the ceasefire was declared at the end of Operation "Rising Lion," and on the assumption that it will be maintained and that there will not be intense fighting in Gaza. The current forecast reflects some moderation of the assessments regarding the impact of the import tariffs announced by the United States in April of this year. The forecast is characterized by an especially high level of uncertainty, with both positive and negative possibilities, in the geopolitical sphere as well as in the context of the U.S. administration's tariff program.

Impact of the Interest Rate Increase:

As of the Report Date, most of the Company's bank loans presented in the Company's consolidated financial statements bear variable interest at the prime rate plus a margin. Therefore, the increase in the prime interest rate had a direct effect on the Company's financing expenses in various projects and a negative impact on project profitability. For further details regarding the effect of the interest rate increase, refer to Note 26 to the Company's annual financial statements as of December 31, 2024.

As of June 30, 2025, the Group is exposed to interest rate risk (prime) due to loans received by the Company from banking corporations totaling approximately NIS 4 billion bearing variable interest. An interest rate

increase, if it occurs, may result in the following negative effects: (a) Increase in financing costs and decrease in the Company's profitability (if sale prices do not rise in parallel); (b) Adverse impact on the feasibility of raising new debt and deterioration of credit terms for Group companies; (c) Further increase in mortgage interest rates and, consequently, a decline in demand in the real estate market; (d) Impaired ability of the Company's customers to meet their obligations toward the Company; (e) Increase in capitalization rates used in property valuations, thereby affecting the fair value of the Company's investment property. For further details, refer to Note 26f to the Company's annual financial statements for 2024, included in this Periodic Report.

Impact of Inflation Increase:

The projects are generally executed through agreements with main contractors for all work required to construct the project (Turn-Key). The agreements with the main contractors are generally lump-sum agreements and are linked to the Construction Input Index. Accordingly, an increase in the Construction Input Index (an increase of approximately 3.7% in the first half of 2025, approximately 2.9% during 2024, and approximately 2.0% in 2023) impacts the costs of constructing the projects. During the first half of 2025, a sharp increase occurred in the Construction Input Index due to adjustments in the CBS's measurement methods, and it was also announced that a further significant increase is expected during the second half of 2025 due to such changes. Nevertheless, in most sale agreements, the transaction with the apartment purchasers is also partially linked to said index (partial linkage in accordance with Amendment No. 9 to the Sale (Apartments) Law, 5782-2022), and therefore the Company's exposure to changes in the index is reduced. In addition, as of the date of this Report, the Company has a balance of loans linked to the Consumer Price Index. These loans finance income-producing properties whose rental income is also linked to the Consumer Price Index. Accordingly, the Company currently has no material exposure in this respect.

Housing Market5

Although in the first weeks following the outbreak of the War there was a slowdown in the housing market to the point of an almost complete halt in transactions, during 2024 the real estate market experienced a revival, also driven by sales campaigns offering extensive payment plans (20-80 / 10-90), contractor loans, and exemption from index linkage.

A comparison of transaction prices in May-June 2025 versus April-May 2025 shows that apartment prices decreased by 0.5%, and increased by approximately 2.5% compared to the same period last year.

In the central region, and specifically in Tel Aviv, price changes in May-June 2025 compared to April-May 2025 were (0.9%-) and (1.3%-), respectively. In those same periods, new apartment prices decreased by 1.5%, and excluding transactions with government subsidies, prices declined by 0.7%.

For the Company's sales data in its various projects, refer to the table in Section A above.

It should be noted that, as of the signing date of this Report, the Company's assessments as set forth in this section constitute forward-looking information, as defined in the Securities Law, 5728-1968, based on the Company's management assessments and understanding of the factors affecting its business activities, as well as the Company's assessments regarding factors outside its control, as of the date of signing of this Report.

B.8. Marketing Models

Further to Section 8 of Part A of the Periodic Report, as part of "pre-sale" transactions carried out by the Company in the Midtown Jerusalem project, the Company offered purchasers in the open market a payment

5 The data detailed in the paragraph below was taken from press releases of the Central Bureau of Statistics: "Change in Housing Market Prices," published on August 15, 2025.

plan of 20% near the date of signing the purchase agreement, and payment of the balance near the date of delivery of the apartment, linked to the Construction Input Index under law ("Favorable Payment Terms").

The Company's volume of sales in the Midtown Jerusalem Project under Favorable Payment Terms was approximately 83% in 2023 for a total of approximately NIS 349 million, approximately 30% in 2024 for a total of approximately NIS 93 million, and approximately 8% in the first half of 2025 for a total of approximately NIS 4 million. Out of the total contracts signed under Favorable Payment Terms, approximately NIS 68 million has been paid as of the date of the Report.

With respect to Favorable Payment Terms, the Company estimates that the exposure is not material. However, the Company cannot assess whether the exposure will materialize and whether the purchasers will meet their obligations.

For transactions where the Company provided financing benefits through Favorable Payment Terms as described above, the Company calculated the effect of a significant financing component in the amount of approximately NIS 39 million, which was accounted for in the Company's financial statements as a reduction in the revenue recognition item from apartment sales, and conversely, a financing component was recorded under "Other Income," in accordance with the project completion rate, in the amount of approximately NIS 0.7 million in the first half of 2025.

ICR:

To maintain its competitive position in the real estate market, and similar to most real estate companies in the industry, ICR offers buyers in the open market benefits such as exemption from linkage of consideration to the index, as well as favorable spreading arrangements in its transactions for the sale of housing units ("Marketing Models").

Among other things, in some of its transactions, ICR offers: (a) Payment plan and exemption from index linkage – payment of 15%-20% of the purchase price near the signing of the purchase agreement and payment of the balance near the delivery date of the apartment ("Flexible Contracts"); and/or (b) Contractor Loans – payment by the Purchaser of 15%-20% of the purchase price near the signing of the purchase agreement and an additional payment of NIS 1.5 million on average in a contractor loan taken by the Purchaser from the bank while ICR bears the interest payments, and payment of the balance near the delivery date of the apartment ("Contractor Loans").

In the Flexible Contracts and/or in the contracts with Contractor Loans, the completion to 90% of the consideration is made up to 3-4 months prior to the delivery date, and the remaining 10% is paid close to the delivery date of the Apartment.

With respect to Contractor Loans, to the best of ICR's knowledge, the banking entity providing the purchaser with the Contractor Loan examines the purchaser's repayment ability not only in relation to the Contractor Loan but also in relation to the mortgage expected to be taken at the time of delivery of the Apartment.

Accordingly, with respect to Contractor Loans, although there is some exposure to the purchasers' failure to meet their obligations toward ICR, ICR estimates that, in light of the fact that the banking entity examines the repayment ability of the Apartment purchaser and in view of the fact that ICR received a rate of up to approximately 45% (including the Contractor Loan) of the purchase price, such exposure, if any, is not expected to be material.

With respect to the Flexible Contracts, ICR estimates that there is exposure since ICR cannot assess whether the purchasers will meet their obligations or not. However, the Company expects that the residents will meet their obligations in light of experience with occupancy of projects in the first half of 2025.

The scope of ICR's sales in marketing models in 2023, 2024 and the first half of 2025 was in a rate of approximately 80%, 55%, and 59%, respectively, of the total sales.

In 2024 and in the first half of 2025, following the Contractor Loan campaigns that ICR promoted in the marketed projects, ICR made cash payments to the mortgage banks for interest in the total amount of approximately NIS 3 million and approximately NIS 3 million, respectively. In respect of transactions in which ICR granted financing benefits by way of Flexible Contracts as described above, ICR calculated the effect of a Significant Financing Component (which was treated in ICR's financial statements as a reduction in the transaction price for the purpose of revenue recognition) in the amount of approximately NIS 4 million in 2024 and approximately NIS 2.4 million in the first half of 2025, respectively.

The Company's assessments above regarding the possible impacts of the aforementioned factors on the Company's operations, including whether or not purchasers will meet their obligations, as set forth in this Section above, constitute Forward-Looking Information, as defined in the Securities Law, 5728- 1968, which is based, inter alia, on the Company's experience and assessments as of the date of approval of this Report with respect to factors not within its control. It should be clarified that there is no certainty that the Company's assessments will materialize, and they may materialize in a manner that differs, including materially, from what is described above.

C. Disclosure Requirements in Connection with the Corporation's Financial Reporting C.1 Material Events After the Reporting Period

For events and additional details, refer to Note 5 to the Company's financial statements as of June 30, 2025.

C.2 Use of Critical Estimates

Refer to Note 2 to the Company's financial statements as of June 30, 2025.

D. Special disclosure to the Company's bondholders

D.1. Data regarding the Company's bonds as of June 30, 20256 :

Bonds (Series G) Bonds (Series H)
Issuance date January 2021
April 2021
June 2024
December 2024
May 2025
Denominated value
on the issuance date
NIS 200,000,000 par value. (January 2021)
NIS 206,754,000 par value. (April 2021)
NIS 277,143,000 par value. (August 2021)
NIS 154,521,000 par value. (January 2022)
NIS 228,962,000 par value. (June 2024)
NIS 300,000,000 par value. (December 2024)
NIS 200,000,000 par value. (May 2025)
Denominated value
as of June 30, 2025
NIS 586,887,600 (a total of approx. NIS 44,576,937, held
by a wholly owned subsidiary of the Company)
NIS 728,962,000
Amount of
interested accrued
- -
Balance in financial
statements as of
June 30, 2025
NIS 540,661,620 (equal to the total balance, less NIS
38,770,549, held by a wholly owned subsidiary of the
Company)
NIS 737,412,201
Stock Exchange
value as of June 30,
2025
NIS 574,269,517 NIS 762,640,044
Interest type and
rate
Fixed annual interest in the rate of 3.95% Fixed annual interest in the rate of 6.95%
Additional payment
liability as of June
30, 2025
None None
Principal payment
dates
The bond principal (Series G) is to be repaid in three (3)
annual installments on June 30 of each of the years 2025
through 2027, such that the first installment shall constitute
30% of the total par value of the Bonds (Series G), and each
of the second and third installments shall constitute 35% of
the total par value of the Bonds (Series G), with the first
principal payment to be made on June 30, 2025 and the
final principal payment to be made on June 30, 2027.
The bond principal (Series H) is to be repaid in four
(4) annual installments on June 30 of each of the
years 2028 through 2031 in equal portions, such that
on each payment date 25% of the total par value of
the Bonds (Series H) shall be paid, with the first
principal payment to be made on June 30, 2028 and
the final principal payment to be made on June 30,
2031.

6 on June 30, 2025, the Company fully redeemed the debentures (Series F).

Bonds (Series G) Bonds (Series H)
Payment and interest
dates
Interest is paid in semi-annual installments on June 30 and
December 31 of each calendar year from 2021 to 2026 and
on June 30, 2027 (inclusive).
Interest is paid in equal semi-annual installments, on
December 31, 2024 and on each June 30 and
December 31 in each of the years 2025 to 2030, with
the last interest payment on June 30, 2031.
Linkage basis
(principal and
interest)
No linkage. No linkage.
Are they convertible No No
The Company's
right for early
redemption or
forced conversion
Yes Yes
Rating company S&P Maalot S&P Maalot
Was a guarantee
provided for
payment of the
Company's liability
under the trust deed?
--- ---
Details of trustee Reznik Paz Nevo Trusts Ltd., 14 Yad Harutzim St., Tel
Aviv, Tel.: 03-6389200; Fax: 03-6389222 Contact person:
Adv. Michal Avtalion-Rishoni, Email: [email protected]
Reznik Paz Nevo Trusts Ltd., 14 Yad Harutzim St.,
Tel Aviv, Tel.: 03-6389200; Fax: 03-6389222
Contact person: Adv. Michal Avtalion-Rishoni,
Email: [email protected]

D.2. Fulfillment of Obligations

As of June 30, 2025, and as of the date of publication of this Report, to the best of the Company's knowledge, the Company has complied with all material terms and obligations under the deeds of trust for its bonds (Series G), and bonds (Series H). To the best of the Company's knowledge, no conditions have occurred that would give rise to grounds for declaring the obligations immediately due and payable. For details regarding the Company's compliance with the financial covenants towards the holders of the bonds (Series G), and (Series H), refer to below.

Series Borrower
corporation
(loan
provision
date)
Original
principal
amount (NIS
thousands)
Principal
balance as of
June 30, 2025
(NIS
thousands)
Financial liabilities Manner of calculation of
financial covenants and their
results as of June 30, 2025
according to the Company's
reviewed financial statements
The
Bonds
(Series G)
The Company
(January 2021)
586,888 586,888
(equal
to the total
balance, minus
44,577
held by
a wholly
owned
subsidiary of
the Company)

Equity to balance sheet ratio will not fall below 37.5%.

The Company's equity will not fall below NIS 475 million.
The bond's interest rate will be adjusted due to deviation in one or more of the financial
covenants described below:
Equity to solo balance sheet ratio will not fall below 42%.
The Company's equity will not fall below NIS 500 million.
"Equity"
means the equity as presented in the Company's separate (solo) financial statements
(audited or reviewed, as applicable), plus shareholder loans that are subordinated to the Bonds
(Series F), equity instruments invested after the issuance of the bonds, and less intangible assets
(such as goodwill, copyrights, patents, trademarks, and trade names). "Balance Sheet"
means
the Company's balance sheet as presented in the separate (solo) financial information of the
Company (audited or reviewed, as the case may be).
Equity
as
defined
above:
approximately NIS 2,555
million.
Solo balance sheet as defined above
is approximately NIS 4,032
million.
Therefore,
the
ratio
is
approximately 63.4%.
The
Bonds
(Series H)
The Company
(June 2024)
728,962 728,962
Equity to solo balance sheet ratio will not fall below 37.5%.

The Company's equity will not fall below NIS 1.2 billion.

The ratio between consolidated equity and the consolidated balance sheet according to the
Company's consolidated financial statements will not fall below 15%.
The bond's interest rate will be adjusted due to deviation in one or more of the financial
covenants described below:
Equity to solo balance sheet ratio will not fall below 42%.
The Company's equity will not fall below NIS 1.25 billion.
Equity to balance sheet ratio on a consolidated basis will not fall below 17%.
"Equity"
means equity as presented in the Company's separate (solo) financial information
(audited or reviewed, as the case may be), plus subordinated owner loans. "Subordinated Owner
Loans"
means owner loans (principal only) provided up to the relevant review date, where it
has been stipulated in their terms (principal and interest) that they are subordinated to the Bonds
(Series H), including that their repayment date is after the final repayment date of the Bonds.
In the event of the Company's liquidation, these loans (principal and interest) will be repaid
after the full repayment of the Bonds. This also applies to capital notes provided after the
issuance of the Bonds, which are subordinated to the Bonds (Series H), including that their
repayment date is after the final repayment date of the Bonds and that in the event of the
Company's liquidation, these will be repaid (principal and interest) after the full repayment of
Equity
as
defined
above:
approximately NIS 2,555
million.
Solo balance sheet as defined above
is approximately NIS 4,032
million.
Therefore,
the
ratio
is
approximately 63.4%.
The consolidated equity (including
non-controlling
interests)
as
defined above: approximately NIS
3,520
million.
Consolidated balance sheet as
defined above: NIS 10,829
million.
Therefore the ratio is approximately
32.5%.
Series Borrower
corporation
(loan
provision
date)
Original
principal
amount (NIS
thousands)
Principal
balance as of
June 30, 2025
(NIS
thousands)
Financial liabilities Manner of calculation of
financial covenants and their
results as of June 30, 2025
according to the Company's
reviewed financial statements
the Bonds. "Balance Sheet"
means the Company's balance sheet as presented in the separate
(solo) financial information of the Company (audited or reviewed, as the case may be).
"Consolidated Equity"
means equity, including non-controlling
interests, as presented in the
Company's consolidated financial statements (audited or reviewed, as the case may be), plus
subordinated owner loans (as defined above).
"Consolidated Balance Sheet"
means the Company's balance sheet as presented in the
Company's consolidated financial statements (audited or reviewed, as the case may be),
excluding unrestricted cash and cash equivalents, deposits, and investments classified as
unrestricted current assets, marketable securities that are unrestricted current assets, and
deducting advances from apartment purchasers, liabilities for providing construction services,
liabilities related to consideration transactions, and liabilities for contracts with customers, as
defined in generally accepted accounting principles.

D.3. Rating

On May 20, 2024, the Company received an initial rating of ilA- with a positive outlook from Maalot S&P, as well as a rating of ilA- for the Company's bonds Series F and Series G. On June 23, 2024, the Company received an initial rating of ilA- from Maalot S&P for the Company's bonds Series H. On December 4, 2024, Maalot S&P announced a rating of ilA- for the expansion issuance of Series H, and on May 6, 2025, Maalot S&P announced a rating of ilA- for the further expansion issuance of Series H.

On June 9, 2025, the Company received an initial rating of -ilA with a positive forecast from Maalot S&P.

Date of signing of the Report:

August 26, 2025

_____________________________ ___________________________

Asaf Touchmair, Chair of the Board Barak Rosen, CEO and Director

Appendix A

In accordance with the requirements of Article 39A of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, below is a description of the material changes or innovations that occurred in the Company's business during the six-month and three-month periods ended on June 30, 2025, and up to shortly before the publication date of this Report. It should be noted that the following terms will have the meaning ascribed to them in the Description of the Corporation's Business Report for 2024, which was attached to the 2024 Periodic Report (hereinafter: the "2024 Report"), unless expressly stated otherwise.

1. New Ramat Hasharon (Elko complex)

Year 2025
New Ramat Hasharon project (Elko Complex) Q2 Q1 Year 2024 Year 2023
Data based on 100%, Company's share in the Financial data in functional
project - 81% currency (NIS millions)
in NIS millions
Total aggregate costs for land at the end of the
period
172.9 171.7 171.7 169.7
Total aggregate costs for development, taxes and
fees, and other
44.1 44.1 44.1 44.1
Total aggregate costs for construction --- --- ---
Deduction of costs recognized in the profit and loss
statement
(208.1) (208.0) (207.8) (207.5)
Total aggregate costs for financing (capitalized) --- --- --- ---
Total aggregate cost 9.2 8 8 6
Costs not yet invested and completion rate
Total costs for land not yet invested (estimate) --- --- --- ---
Total costs for development, taxes and fees, not yet
invested (estimate)
--- --- --- ---
Total costs for construction not yet invested
(estimate)
--- --- --- ---
Total aggregate for financing not yet invested
(estimate)
--- --- --- ---
Completion rate [engineering/financial] (excluding
land) (%)
--- --- --- ---
Expected completion date N/A N/A N/A N/A

A. Costs invested and that will be invested in the project (NIS thousands):

B. Below are details about the marketing of the areas in the project:

Data based on 100%, Company's share in the project - 81%
New Ramat Hasharon project (Elko Complex) Year 2025
Q2 Q1 Year 2024 Year 2023
Financial data in NIS thousands
Contracts signed during the current period:
Sold units (residential)1 --- --- --- ---
Units sold (offices) - Stage A2 --- --- --- ---

1 "Sold Residential Units" – Each of the Buyers shall be entitled to land for one (average) whole Residential Unit, and not less than that, notwithstanding the result of the arithmetic calculation in the Sale Agreement and without the need for any additional consideration on their part. For further details, see Note 15D to the Consolidated Financial Statements for 2024, which were attached to the 2024 Report.

2 "Sold Office Units – Stage A" – Land units, each of which is expected, according to the Company's forecasts regarding the change of designation as described in Section 6.3.3.2 of the 2024 Report, and in accordance with the mechanisms set forth in the Sale Agreements, to yield a right to land for an Office Unit of 250 sq.m gross.

Data based on 100%, Company's share in the project - 81%
Year 2025
New Ramat Hasharon project (Elko Complex) Q2 Q1 Year 2024 Year 2023
Financial data in NIS thousands
Contracts signed during the current period:
Units sold (offices) - Stage B3 --- 8 42 37 (*)
Average price per square meter in contracts signed during the
current period (operating currency):
Average price in NIS thousands (excluding VAT) - residential --- --- ---
Average price in NIS thousands (excluding VAT) - office --- 730 679 600
Aggregate agreements by end of period:
Sold units, residential 584 584 584 587
Units sold, offices (Stage A) 182 182 182 182
Units sold, offices (Stage B) 585 87 79 37
Marketing rate of the sold rights (%):
Total income expected from the entire project (including
management fees and commercial and office units)
972,905 972,905 972,905 1,005,257
Total income expected from contracts signed in the aggregate 480,487 480,751 474,910 446,400
Marketing rate as of last day of the period of residential units
sold (%)
97% 97% 97% 98%
Marketing rate as of last day of the period of office and
commercial units (%)
38% 38% 37% 34%
Areas for which agreements have not yet been signed*:
Unsold units of sold residential units (#)* 16 16 16 13
Unsold units from the office units being sold (Stage B only)
(#)*
689 687 695 737
Total aggregate cost (inventory balance) attributed to areas for
which binding contracts are not yet signed in the Statement of
Financial Position (consolidated)4
9,217 8,014 8,206 6,283
*** *** *** *** ***
Number of units sold from the end of the period until near the
publication of the Report
Residential:
--
Stage B
Offices: 3
Residential: --
Stage B Office: -
Residential: --
Stage B
Offices: 8
Residential: --
Stage B
Offices: 7
Average price for units sold from the end of the period until
close to the date of publication of the Report (excluding VAT)
Residential:
--
Offices:
735
Residential: --
Offices: --
Residential: --
Offices: 730
Residential: --
Offices: 600

* The aforementioned units are in accordance with the plan that was approved as detailed in Section 6.3.3.2 of the 2024 Report.

** For more information regarding the entry into force of the plan, see Note 5D to the Company's Consolidated Financial Statements.

3 "Sold Office Units – Stage B" – Land units, each of which is expected, according to the Company's forecasts regarding the change of designation as described in Section 6.3.3.2 of the 2024 Report, and in accordance with the mechanisms set forth in the Sale Agreements, to yield a right to land for an Office Unit of 129.2 sq.m gross.

4 As stated, the Company hs not yet recorded income for the sale of rights in the land for residential units.

5 Repurchase of rights from purchasers by the Company.

2. Residential rights in Sde Dov (Tel Aviv) (project in progress)

A. Costs invested and that will be invested in the project (NIS thousands):

Sde Dov Project
(Data based on 100%. Company's effective
share is 100%)
Year 2025
Q2 Q1 Year 2024 Year 2023
Costs invested Aggregate costs for land at the end of
the period
1,262,262 1,262,262 1,262,262 1,262,262
Aggregate costs for development,
taxes and fees
97,905 95,379 92,882 81,015
Aggregate costs for construction 60,214 45,792 20,297 ---
Aggregate costs for financing
(capitalized)
216,534 202,208 183,846 130,960
Other aggregate costs --- --- --- ---
Total aggregate cost 1,636,915 1,605,641 1,559,287 1,474,237
Total aggregate book cost 1,636,9152 1,605,6412 1,559,2872 1,474,237
Costs for land not yet invested N/A N/A N/A N/A
Costs that will be invested Costs for development, taxes and
fees, not yet invested (estimate)
64,137 64,137 64,137 57,384
Costs for construction, not yet
invested (estimate)
764,631 779,053 804,548 820,945
Accrued financing costs expected to
be capitalized in the future (estimate)3
13,523 27,047 47,212 11,9831
Other aggregate costs not yet invested 79,505 79,505 79,505 77,2891
Total cost remaining for completion 921,796 941,741 995,402 1,067,601
Completion rate [financial] excluding
land
7.6% 5.5% 3% 0%

1 Reclassified

2 Excluding non-specific credit discounting of bonds.

3 As of the date of receipt of a construction permit, the Company capitalizes financing costs in respect of Sales Law guarantees only.

B. Below are details about the marketing of project areas:

Sde Dov Project
(Data based on 100%. Company's effective share is
Year 2025
Q2 Q1 Year 2024 Year 2023
100%)
Contracts signed
during the current
Residential units (#) 10
1,218
10 299 1121
period Residential units (sq.m) 1,130 12,028 11,785
Average price per
square meter in 90,565
contracts signed Residential units 79,383 83,237 77,703
during the current
period (including
VAT)
Aggregate agreements Residential units (#) 234 228 2220 1121
by end of period: Residential units (sq.m) 25,060 24,753 23,813 11,785
Average price per
square meter in 80,955 80,493
aggregate in contracts
signed until the period
Residential units 80,504 77,703
end (inc. VAT)
Total income expected
from the entire project (in 3,919,812
functional currency) 3,919,812 3,919,812 3,827,581
including VAT
Total expected revenues
Marketing rate of the
project
from contracts signed in 2,028,695 1,992,716 1,916,782 915,696
the aggregate (commercial
currency), including VAT
Marketing rate as of last 49.6% 48%
day of the period (%)3 51% 26%
Areas for which Residential units (#)3 225 231 239 338
agreements have not Residential units (sq.m) 21,056 21,362 22,302 34,330
yet been signed: Commercial spaces (sq.m) 1,610 1,610 1,610 1,610
Total aggregate cost (inventory balance) attributed
to areas for which binding contracts are not yet 802,410 842,962 844,614 ---
signed in the Statement of Financial Position
Number of contracts signed from end of the period up
to the Report publication date (#)
18 2 8 ---
Average price per sq.m in contracts signed from the
end of the period until the date of publication of the 83,000 77,706 79,620 ---
Report (including VAT)

The data refers to signed contracts and does not include registration documents.

1 The data includes three sales agreements signed in 2023 and cancelled in 2025.

2 The data includes three sales agreements signed in 2024 and cancelled in 2025.

3 The composition of apartments changed from 480 to 459, the area for marketing remained the same. The rate of marketing and data of residential units for which contracts is not yet sold was also updated regarding previous periods.

3. Residential rights classified as inventory in Midtown Jerusalem (project in progress)

Midtown Jerusalem Project (formerly
Shaarei Zedek)
Planning state of the project
(Data based on 100%. Company's effective
share is 73%)
Year 2025 Year 2024 Year 2023
Q2 Q1
Aggregate costs for land at the end of
the period
311,518 310,370* 306,650 306,650
Aggregate costs for development, taxes
and fees
1
249,506
251,4971* 40,975 25,606
Aggregate costs for construction 29,617 23,904* 16,659* 11,839*
Costs invested Aggregate costs for financing
(capitalized)
58,888 64,467* 59,330 33,275
Other aggregate costs 56,404 42,355* 42,499* 22,891*
Total aggregate cost 705,933 692,593* 466,112 400,261
Charge to the profit and loss statement 11,030 8,300 - -
Total aggregate book cost 694,503 684,293 466,112 400,261
Costs for land not yet invested - - - -
Costs that will be invested Costs for development, taxes and fees,
not yet invested (estimate)
- - 166,329 193,770
Costs for construction, not yet invested
(estimate)
1,063,215 916,382 880,843 731,086
Aggregate costs for financing,
expected to be capitalized in the future
(estimate)
- - 9,462 34,446*
Other aggregate costs not yet invested 80,477 72,263 181,438 141,066*
Total cost remaining for completion 1,143,692 988,645 1,238,072 1,100,369
Completion rate [financial] excluding
land
2.4% 2.4% 1.4% 0.9% *

A. Costs invested and that will be invested in the project (NIS thousands):

* Reclassified

1 Including provisions for charges in the amount of approximately NIS 55 million.

Midtown Jerusalem Project - residential rights Year 2025
(Data based on 100%. Company's effective share is
73%)
Q2 Q1 Year 2024 Year 2023
Contracts signed Residential units (#) 6 7 288 1125
during the current
period
Residential units (sq.m) 432 520 5,290 6,768
Average price per
square meter in
contracts signed
during the current
period (including
VAT)
Residential units 76,037 72,952 71,823 64,808
Aggregate agreements Residential units (#) 223 218 2212 1125
by end of period: Residential units (sq.m) 12,851 12,474 12,008 6,768
Average price per
square meter in
aggregate in contracts
signed until the period
end (inc. VAT)
Residential units 68,537 68,279 68,080 64,808
Marketing rate of the
project
Total income expected
from the entire project (in
functional currency)
including VAT
3,078,421 3,078,421 3,078,421 2,777,543
Total expected revenues
from contracts signed in
the aggregate (commercial
currency), including VAT
880,738 851,725 817,517 438,619
Marketing rate as of last
day of the period (%)3
32% 31% 31% 18%
Areas for which Residential units (#)3 472 477 483 569
agreements have not Residential units (sq.m) 30,656 31,033 30,927 36,167
yet been signed: Commercial spaces (sq.m) --- --- --- ---
Total aggregate cost (inventory balance) attributed
to areas for which binding contracts are not yet
signed in the Statement of Financial Position
479,425 471,687 324,238 ---
Number of contracts signed from end of the period up
to the Report publication date (#)
10 3 6 ---
Average price per sq.m in contracts signed from the
end of the period until the date of publication of the
Report (including VAT)
76,732 73,195 73,855 ---

B. Below are details about the marketing of project areas:

1 The data includes one sales agreement signed in 2023 and cancelled in 2024.

2 The data includes two sales agreements signed in 2024 and cancelled in 2025.

3 The composition of apartments changed from 693 to 695 apartments, the area for marketing remained the same. The rate of marketing and data of residential units for which contracts is not yet sold was also updated regarding previous periods.

The data refers to signed contracts and does not include registration documents.

4. Residential rights in the Canada City project (formerly Leumi Building), Tel Aviv (project in planning)

Canada in the City (formerly, Leumi Building), Year 2025
Tel Aviv
Planning state of the project
(Data based on 100%. Company's effective
share is 81%)
Q2 Q1 Year 2024 Year 2023
Costs invested Aggregate costs for land at the end of the
period
297,340 297,340 297,340 297,340*
Aggregate costs for development, taxes
and fees
22,263 22,280 22,275 22,243
Aggregate costs for construction 15,958 14,718 13,284 9,734
Aggregate costs for financing
(capitalized)
66,541 62,099 57,557 40,241
Other aggregate costs -- -- -- --
Total aggregate cost 402,102 396,437 390,456 369,558
Total aggregate book cost 402,102 396,437 390,456 369,558
Costs that will be invested Costs for land not yet invested --- --- --- N/A
Costs for development, taxes and fees,
not yet invested (estimate)
10,861 14,179 14,184 N/A
Costs for construction, not yet invested
(estimate)
227,147 238,628 240,062 N/A
Aggregate costs for financing, expected
to be capitalized in the future
(estimate)**
35,111 38,334 46,410 N/A
Other aggregate costs not yet invested 24,249 13,163 13,163 N/A
Total cost remaining for completion 297,368 304,304 313,820 N/A
Completion rate [financial] excluding
land
0% 0% 0% N/A

A. Costs invested and that will be invested in the project (NIS thousands):

(*) Reclassified

** As of the date of receipt of a construction permit, the Company capitalizes financing costs in respect of Sales Law guarantees only.

B. Below are details about the marketing of project areas:

Canada in the City (formerly, Leumi Building), Tel Aviv Year 2025
Planning state of the project
(Data based on 100%. Company's effective share is 81%)
Q2 Q1 Year 2024
Contracts signed during Residential units (#) 2 1 --
the current period Residential units (sq.m) 195 208 --
Average price per square
meter in contracts signed
during the current period
(including VAT)
Residential units 126,478 153,846 --
Aggregate agreements by Residential units (#) 3 1 --
end of period: Residential units (sq.m) 403 208 --
Average price per square
meter in aggregate in
contracts signed until the
period end (inc. VAT)
Residential units 140,621 153,846 --
Total income expected from
the entire project (in functional
currency) including VAT
1,102,907 1,018,068 --
Marketing rate of the
project
Total expected revenues from
contracts signed in the
aggregate (commercial
currency), including VAT
56,600 32,000 --
Marketing rate as of last day of
the period (%)
3% 1% --
Areas for which Residential units (#) 99 101 --
agreements have not yet Residential units (sq.m) 9,181 9,375 --
been signed: Commercial spaces (sq.m) 166 166 --
Total aggregate cost (inventory balance) attributed to areas
for which binding contracts are not yet signed in the
Statement of Financial Position
390,275 392,551 --
Number of contracts signed from end of the period up to the
Report publication date (#)
1 2 --
Average price per sq.m in contracts signed from the end of the
period until the date of publication of the Report (including
VAT)
144,578 126,478 --

North Park Project Stage A (Neve Gan) - Project in progress

North Park Project Stage A (Neve Gan)
Data based on 100%. Company's weighted
effective share in the project is approx.
24.6%)
Year 2025
Q2 Q1 Year 2024 Year 2023
Aggregate costs for land at the end of
the period
1,147,633 1,147,633 1,147,633 1,151,246
Aggregate costs for development, taxes
and fees
33,815 33,811 33,751 22,257
Aggregate costs for construction 212,563 174,678 124,804 21,240
Costs invested Aggregate costs for financing
(capitalized)
150,009 147,197 141,990 109,253
Other aggregate costs 57,733 21,078 19,638 15,698
Total aggregate cost 1,601,753 1,524,396 1,467,817 1,319,694
Total cost charged to profit or loss 495,930 385,628 276,399 35,653
Total aggregate book cost 1,105,823 1,138,768 1,191,418 1,284,041
Costs that will be invested Costs for land not yet invested
(estimate)
-- -- -- 294
Costs for development, taxes and fees,
not yet invested (estimate)
5,951 5,955 5,295 16,641
Costs for construction, not yet invested
(estimate)
498,096 518,925 551,182 639,358
Accrued financing costs expected to be
capitalized in the future (estimate)3
22,116 24,929** 30,136** 48,036
Other aggregate costs not yet invested 36,119 72,796 73,687 79,428
Total cost remaining for completion 562,282 622,605 660,299 783,757
Completion rate [financial] excluding
land (%)
44.7% 38.6% 33.4% 17.7%

A. Costs invested and that will be invested in the project (NIS thousands):

* As of the date of receipt of a construction permit, the Company capitalizes financing costs in respect of Sales Law guarantees only.

** A distinction was made between gross profit and profit before tax in the project, which does not affect the profitability of the project as a whole.

North Park Project Stage A (Neve Gan) Year 2025
Data based on 100%. Company's weighted effective Q2 Q1 Year 2024 Year 2023
share in the project is approx. 24.6%)
Contracts signed during Residential units (#) --- 5 23 16
the current period Residential units (sq.m) --- 481 2,156 1,816
Average price per square
meter in contracts signed Residential units ---
54,770
58,644 47,124
during the current period
(including VAT)
Residential units (#) 386 388 383 371**
Aggregate agreements by
end of period:
Residential units (sq.m) 37,274 37,518 37,119 36,254
Average price per square
meter in aggregate in
contracts signed until the
period end (inc. VAT)
Residential units 51,895 51,936 51,917 45,260
Total income expected
from the entire project (in
functional currency)
including VAT
3,086,180 3,049,575*** 2,919,631 2,511,891
Marketing rate of the
project
Total expected revenues
from contracts signed in
the aggregate
(commercial currency),
including VAT
1,938,545 1,948,545 1,927,111 1,656,430
Marketing rate as of last
day of the period (%)
71% 71% 70% 66%
Residential units (#) 162 160 165 177
Areas for which
agreements have not yet
Residential units (sq.m) 16,985 16,741 17,140 18,402
been signed: Commercial spaces
(sq.m)
--- --- --- ---
Total aggregate cost (inventory balance) attributed
to areas for which binding contracts are not yet
signed in the Statement of Financial Position
473,511 445,079 439,274 ---
Number of contracts signed from end of the period up to
the date of the Report in sq m(#)*
-- -- 4 ---
Average price per sq.m in contracts signed from the end
of the period until the date of publication of the Report
(including VAT)
-- -- 53,858 ---

B. Below are details about the marketing of project areas:

* The data refers to signed contracts and does not include registration documents.

** Including one contract from 2021 that was canceled during the period.

*** Excluding income from the commercial areas.

Forward-looking information

The information described above with respect to the expected costs in projects (that have not yet been invested) and the expected revenues constitute forward-looking information (as defined in the Securities Law), which is not under the Company's full control and the actual realization of which is uncertain. The realization of such information depends to a large extent on the cooperation between the Company and the partners in the projects, on decisions made by them during the establishment of the project; on the entry of the relevant project company into financing agreements for the support and establishment of the project and on compliance with the conditions set forth in such agreements (if any are set); on external factors, such as the receipt of the permits required for the execution of the project (both the mere receipt thereof and their receipt at the time forecasted by the Company and the relevant project partnership), on the project companies' compliance with the requirements of the various authorities and the granting of the relevant permits by them; on the actual establishment and financing costs at the time they arise, which may change, including materially, inter alia in light of changes in the economic environment in which the Company operates. It should be emphasized that there is no certainty that this will be the actual state of affairs. These factors may significantly alter the Company's assessments outlined above. According to the Company's assessment, as of this date, the main factors that may cause the forward-looking information not to materialize are: (a) the required permits for the construction of projects for which a permit has not yet been obtained will not be received (both the mere receipt thereof and their receipt at the time forecasted by the Company for their receipt); (b) the construction of the relevant project will be delayed for various reasons, such as the failure of the relevant project company to comply with the authorities' requirements for obtaining the permits and/or the failure to obtain suitable permits for the project or their receipt later than the time forecasted by the Company; (c) entering into an agreement with a contractor or the execution contractor or other suppliers involved in the relevant project encountering financial difficulties; (d) one of the partners in the project encountering financial difficulties which prevent them from continuing to finance their share in the project (as applicable); (e) a deviation from the expected scope of the project, which may result from increases in construction costs, from taxes and/or levies imposed on the purchase and development of the land, from the economic situation in the market, including inflation and rising interest rates, and the like. Thus, there is no certainty that the above information will be realized, and it may even be materially different from the above.

Israel-Canada (T.R.) Ltd.

Condensed Consolidated Financial Statements As of June 30, 2025

(Unaudited)

Israel-Canada (T.R.) Ltd.

Condensed Consolidated Financial Statements

As of June 30, 2025

(Unaudited)

Table of Contents

Page
Review Report by Accountant 2
Condensed Consolidated Financial Statements (Unaudited):
Condensed Consolidated Statements of Financial Position 3-4
Condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Profit
5-6
Condensed Consolidated Statements of Changes to Equity 7-9
Condensed Consolidated Statements of Cash Flows 10-12
Notes to the Condensed Consolidated Financial Statements 13-36

Review Report of the Auditor to the Shareholders of Israel-Canada (T.R.) Ltd.

Introduction:

We have reviewed the accompanying financial information of Israel Canada (T.R.) Ltd. and the associates (the "Company"), including the condensed consolidated statement of financial position as of June 30, 2025, as well as the condensed consolidated statements of profit and loss and other comprehensive profit, changes to equity and cash flow for the periods of six and three months ending on the same date. The Board of Directors and management are responsible for the preparation and presentation of financial information for these interim periods, pursuant to international accounting standard IAS 34, "Interim Financial Reporting," and are responsible for the preparation of financial information for these interim periods under Chapter D of the Securities Regulations (Periodic and Immediate Reports), 5730-1970. Our responsibility is to express a conclusion regarding the financial information for these interim periods based on our review.

We did not review the financial information for the condensed interim periods of consolidated companies whose assets as included in the consolidation constitute approx. 17.66% of the total consolidated assets as of June 30, 2025, and whose income included in the consolidation constitutes about 42.31% and about 50.01%, respectively, of the total consolidated income for the periods of six months and three months ending on the same date. In addition, we did not review the condensed interim financial information of the investments accounted for using the equity method, in which the investment amounts to approximately NIS 276,389 thousand as of June 30, 2025, and the Company's share in their results is a profit of approximately NIS 12,345 thousand and a loss of approximately NIS 1,635 thousand, respectively, for the six-month and three-month periods ended on that date. The financial information for the condensed interim periods of the same companies was reviewed by other accountants, whose review reports were provided to us, and our conclusion, inasmuch as it relates to the financial information in respect of the same companies, is based on the review reports prepared by the other accountants.

Scope of the Review:

We conducted our review in accordance with Review Standard No. 2410 (Israel) of the Institute of Certified Public Accountants in Israel, "Review of Financial Information for Interim Periods Prepared by the Entity's Auditor." A review of interim financial information includes making inquiries, particularly with the people responsible for financial and accounting matters, and performing analytic and other review procedures. A review is significantly limited in scope in comparison to an audit conducted in accordance with generally accepted accounting standards in Israel, and therefore does not allow us to reach an assurance that we have become aware of all material issues which may have been identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion:

Based on our review and on the review reports provided by other auditors, nothing has come to our attention which would lead us to believe that the above financial information was not prepared, in all material respects, in accordance with IAS 34.

In addition to the contents of the preceding paragraph, based on our review and on the review reports provided by other auditors, nothing has come to our attention which would lead us to believe that the above financial information does not fulfill, in all material respects, the disclosure requirements set forth in Section D of the Securities Regulations (Periodic and Immediate Reports), 5730-1970.

Brightman Almagor Zohar & Co. Certified Public Accountants A Firm in the Deloitte Global Network Tel Aviv, August 26, 2025

2

Tel Aviv – Head Office
1 Azrieli Center, Tel Aviv 6116402, P.O. Box 16593, Tel Aviv 6116402, Tel: 03-6085555, Email: [email protected]
Jerusalem Office Haifa Office Eilat Office Nazareth Office
3 Har Hotzvim Blvd., Har 5 Haharash St., Haifa City Center, P.O. Box 538, 9 Even Gvirol St., Nazareth
Hotzvim Hi-Tech Park, 3105502 Eilat 88104002 16100
Jerusalem 9145101 P.O. Box 5648
P.O. Box 45396
Tel: 02-5018888 Tel: 04-8607333 Tel: 08-6375676 Tel: 073-3994455
Fax: 02-5374173 Fax: 04-8672528 Fax: 02-6371628 Fax: 073-6374455
Email: info Email: info Email: info Email: info
[email protected] [email protected] [email protected] [email protected]
Beit Shemesh Office Raanana Office – Infinity Rishon Lezion Office –
1 Yael Alon St., Beit Branch Malha Branch
Shemesh 9906201 8 HaPninim St., Raanana 23 HaShderot Rishonim,
Rishon Lezion

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statements of Financial Position

As of As of
June 30 December 31
2025 2024 2024
NIS thousands NIS thousands NIS thousands
(Unaudited) (Audited)
Current assets
Cash and cash equivalents 233,618 290,890 410,276
Cash and deposits in use in accompanied accounts 17,212 - 566,068
Financial assets at fair value through profit and loss 109,244 70,869 129,192
Receivables for the sale of real estate inventory, offices and
apartments under construction 71,618 76,346 19,280
Accounts receivable 111,770 111,260 126,481
Income tax owed 6,886 11,574 5,920
Other accounts receivable for hotels 92,431 47,334 41,233
Real estate inventory 440,612 697,344 320,758
Inventory of buildings under planning and construction 3,065,926 1,994,214 2,625,023
Advances on account of real estate inventory 20,832 - 47,780
Total current assets 4,170,149 3,299,831 4,292,011
Non-current assets
Investments and loans accounted for using the equity method, net 1,350,378 1,226,575 1,305,859
Long-term real estate inventory 1,121,583 763,731 1,145,810
Real estate for investment 3,114,318 2,672,469 2,893,000
Advances on account of investment real estate 2,237 32,779 13,486
Fixed assets 840,184 628,128 807,495
Advances on account of fixed assets - 1,113 1,382
Restricted use cash and deposits long term 6,382 5,205 5,266
Right of use asset 972,234 414,953 425,912
Accounts receivable 8,100 6,217 7,066
Advances on account of real estate inventory - 34,305 -
Deferred tax assets 27,246 44,852 31,771
Other investments and assets 14,049 13,436(*) 14,090(*)
Goodwill and intangible assets 162,838 13,152(*) 13,152(*)
Total non-current assets 7,619,549 5,856,915 6,664,289
Total assets 11,789,698 9,156,746 10,956,300

(*) Reclassified

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statements of Financial Position

As of As of
June 30
2025
2024 December 31
2024
NIS thousands NIS thousands NIS thousands
(Unaudited) (Audited)
Current liabilities
Credit from bank corporations and current maturities on
long-term loans 2,917,602 2,821,648 2,866,946
Current maturities of bonds 291,731 268,727 269,101
Current maturities of long-term lease liability 43,020 18,461 21,060
Suppliers and service providers 66,457 33,583 36,345
Accounts payable 246,107 71,700 163,244
Current tax liability 11,076 11,752 17,515
Liability for provision of construction services 3,233 4,751 4,360
Advances for the sale of real estate inventory, office
inventory, and inventory of buildings under planning and
construction 614,145 69,193 421,240
Loans from others 2,526 3,342 2,502
Total current liabilities 4,195,897 3,303,157 3,802,313
Non-current liabilities
Long-term loans from banks 1,902,295 1,312,006 2,001,362
Loans from others and other liabilities 9,681 26,337 10,175
Bonds 986,343 747,085 1,055,667
Lease liability 994,177 428,670 442,578
Deferred tax liabilities 160,823 186,477 169,335
Commitment to providing long-term construction
services 427 3,562 855
Other non-current liabilities 20,437 10,379 11,627
Total non-current liabilities 4,074,183 2,714,516 3,691,599
Capital attributed to shareholders of the Company
Share capital 3,309 3,226 3,226
Premium on shares 1,234,875 1,110,527 1,110,527
Reserve for activities between a corporation and its
controlling shareholder 30,491 30,491 30,491
Surplus 1,278,568 1,151,735 1,334,498
Capital reserve from exchange differences on translating
foreign operations (73,838) (67,869) (71,544)
Revaluation fund 97,390 - 94,385
Other capital funds (15,588) (10,638) (15,588)
Total capital attributed to shareholders of the
Company 2,555,207 2,217,472 2,485,995
Non-controlling interests 964,411 921,601 976,393
Total capital 3,519,618 3,139,073 3,462,388
Total liabilities and equity 11,789,698 9,156,746 10,956,300
August 26, 2025
Date of approval of the Financial Assaf Touchmair Barak Rosen Nir Bodaga Bar
Statements Chairman of the Board CEO and Director CFO
For a period of six
months ended
June 30
For a period of three
months ended
June 30
Year
ended
Dec. 31
2025 2024 2025 2024 2024
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Audited)
Income:
Income from rental and management of investment
real estate 42,465 38,853 20,669 19,824 80,215
Revenues from the sale of land inventory 84,310 5,118 44,727 2,599 11,679
Income from sale of apartment and office inventory 34,991 41,473 12,269 4,682 61,115
Revenue from lease of real estate inventory 12,080 12,686 5,973 6,194 25,344
Income from management fees 4,511 - - - 1,645
Income from hotel operation and management 157,588 143,960 101,660 77,913 291,017
Marketing and brokerage income 5,806 7,436 1,038 4,779 25,714
Revenues from providing construction services 1,555 1,789 1,109 1,145 4,886
Increase in fair value of investment real estate and
profit from its exercise 23,530 31,167 23,530 30,076 66,371
Company's share in profit of investments accounted
for using equity method, net of tax 31,690 61,012(*) 14,793 14,622(*) 200,760
Other income 818 706 282 706 5,490
Total revenue 399,344 344,200 226,050 162,540 774,236
Expenses and costs:
Cost of rent 21,816 18,513 11,734 9,622 42,961
Cost of sale of real estate inventory 41,586 2,495 21,968 1,449 7,848
Cost of sale of apartment and office inventory 26,005 29,379 9,544 6,240 45,335
Cost of operation and management of hotels 168,415 113,514 107,478 61,744 257,682
Decrease in fair value of investment real estate 20,865 14,327 5,683 4,245 38,963
Expenses from providing construction services 1,555 1,789 1,109 1,145 4,886
Management and general expenses 26,043 32,319 13,524 12,086 59,821
Marketing and sale expenses 34,203 18,181 22,746 10,190 38,661
Company's share in loss of investments accounted
for using equity method, net of tax 24,238 13,859 11,909 3,006 17,827
Other expenses - - - 447 -
Total expenses and costs 364,726 244,376 205,695 110,174 513,984
-
Operating profit 34,618 99,824 20,355 52,366 260,252
Income (expenses) from financial assets measured (18,692) (22,714) 20,058 (33,407) 36,911
at fair value through profit or loss
Financing income 28,225 19,389 9,915 11,135 54,114
Financing expenses (83,806) (57,670) (58,240) (31,802) (133,280)
Profit (loss) before income tax (39,655) 38,829 (7,912) (1,708) 217,997
Income tax 8,767 5,157 1,093 5,464 13,681
Profit (loss) for the period (30,888) 43,986 (6,819) 3,756 231,678
Other comprehensive profit (loss) - Amounts that
will be classified in the future in the profit or
loss statement:
Exchange differences on translating foreign
operations (1,643) (1,262) (16) 10,968 (6,072)
Other comprehensive profit - Amounts not
classified in the future in the profit or loss
statement:
Gain on revaluation of fixed assets, net of tax 4,387 - 4,838 - 135,539
Gain on changes in the fair value of a financial
liability designated at fair value through profit or
loss attributable to changes in credit risk, net of tax - 2,062 - 2,062 -
Total comprehensive profit (loss) (28,144) 44,786 (1,997) 16,786 361,145

(*) Reclassified. See Note 2e.

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Profit

(Cont.)
For a period of six
months
ended
June 30
months
June 30
For a period of three
ended
Year
ended
December 31
2025 2024 2025 2024 2024
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Audited)
Net profit (loss) attributable to:
Shareholders of the Company (30,930) 23,610 (4,346) (10,357) 206,373
Non-controlling interests 42 20,376 (2,473) 14,113 25,305
(30,888) 43,986 (6,819) 3,756 231,678
Total comprehensive profit (loss)
attributed to:
Shareholders of the Company (30,220) 24,595 (1,314) 1,499 296,006
Non-controlling interests 2,076 20,191 (683) 15,287 65,139
(28,144) 44,786 (1,997) 16,786 361,145
Net profit (loss) per share attributed to
the Company's shareholders (in NIS):
Net basic profit (loss):
Net basic profit (loss) per share: (0.0938) 0.0732 (0.0132) (0.0321) 0.6398
Net diluted profit (loss):
Net diluted profit (loss) per share (0.0938) 0.0732 (0.0132) (0.0321) 0.6398
The weighted average of the share capital
used in calculating earnings per share 329,741 322,566 329,741 322,566 322,566
The weighted average of the share capital
used in calculating earnings per share,
diluted 329,741 322,566 329,741 322,566 322,566
Israel-Canada (T.R.) Ltd.
Condensed Consolidated Statements of Changes in Equity
For the six-month period ended June 30, 2025 (unaudited)
Capital
reserve
Reserve for from Total
activities exchange attributed
between a differences to
corporation on shareholder
and its Other translating s of the Non
Share Premium on controlling Revaluation capital foreign Retained parent controlling
capital shares shareholder fund reserves operations earnings company interests Total capital
NIS NIS NIS NIS NIS NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands thousands thousands thousands thousands
Balance as of January 1, 2025 3,226 1,110,527 30,491 94,385 (15,588) (71,544) 1,334,498 2,485,995 976,393 3,462,389
Profit (loss) for the period - - - - - - (30,930) (30,930) 42 (30,888)
Capital reserve for translation differences - - - - - (2,295) - (2,295) 652 (1,643)
Gain on revaluation of fixed assets, net of tax - - - 3,005 - - - 3,005 1,382 4,387
Total comprehensive profit (loss) for the - - - 3,005 - (2,295) (30,930) (30,220) 2,076 (28,144)
period
Dividend paid - - - - - - (25,000) (25,000) - (25,000)
Capital investments of non-controlling
interests - - - - - - - - 5,536 5,536
Issue of shares 83 124,349 - - - - - 124,432 - 124,432
Transactions with non-controlling interests - - - - - - - - (7,960) (7,960)
Distributions for non-controlling interests - - - - - - - - (11,635) (11,635)
Balance as of June 30, 2025 3,309 1,234,875 30,491 97,390 (15,588) (73,838) 1,278,568 2,555,207 964,411 3,519,618
Israel-Canada (T.R.) Ltd.
Condensed Consolidated Statements of Changes in Equity
For the six-month period ended June 30, 2024 (unaudited)
Share
capital
NIS
Premium
on shares
Reserve for
activities
between a
corporation
and its
Other
controlling
capital
shareholder
reserves
Capital
reserve from
exchange
differences
on
translating
foreign
operations
Retained
earnings
Total
attributed to
shareholders
of the parent
company
Non
controllin
g interests
Total
capital
NIS NIS NIS NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands thousands thousands thousands
Balance as of January 1, 2024 3,226 1,110,527 30,491 (1,427) (66,792) 1,153,125 2,229,150 826,608 3,055,758
Profit for the period - - - - - 23,610 23,610 20,376 43,986
Capital reserve for translation differences - - - - (1,077) - (1,077) (185) (1,262)
IFRS9 adjustments - - - 2,062 - - 2,062 - 2,062
Exchange rate gains from translation of
foreign operations
- - - - - - - - -
Total comprehensive profit (loss) for the
period - - - 2,062 (1,077) 23,610 24,595 20,191 44,786
Dividend paid - - - - - (25,000) (25,000) - (25,000)
Capital investments of non-controlling
interests - - - - - - - 80,000 80,000
Transactions with non-controlling interests - - - (11,272) - - (11,272) - (11,272)
Distributions for non-controlling interests - - - - - - - (5,198) (5,198)
Balance as of June 30, 2024 3,226 1,110,527 30,491 (10,638) (67,869) 1,151,735 2,217,472 921,601 3,139,073
For the three-month period ended June 30, 2025 (unaudited)
Share
capital
Premium on
shares
Reserve for
activities
between a
corporation
and its
controlling
shareholder
Revaluation
fund
Other
capital
reserves
Capital
reserve
from
exchange
differences
on
translating
foreign
operations
Retained
earnings
Total
attributed
to
shareholder
s of the
parent
company
Non
controlling
interests
Total capital
NIS NIS NIS NIS NIS NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands thousands thousands thousands thousands thousands
Balance as of April 1, 2025 3,309 1,234,875 30,491 94,076 (15,588) (73,557) 1,282,914 2,556,521 966,914 3,523,435
Profit for the period - - - - - - (4,346) (4,346) (2,473) (6,819)
Capital reserve for translation differences - - - - - (283) - (283) 267 (16)
Loss from revaluation of fixed assets, net of
tax - - - 3,315 - - - 3,315 1,523 4,838
Total comprehensive profit (loss) for the
period
- - - 3,315 - (283) (4,346) (1,314) (683) (1,997)
Capital investments of non-controlling
interests
- - - - - - - - 5,536 5,536
Transactions with non-controlling interests - - - - - - - - (5,260) (5,260)
Distributions for non-controlling interests - - - - - - - - (2,096) (2,096)
Balance as of June 30, 2025 3,309 1,234,875 30,491 97,390 (15,588) (73,838) 1,278,568 2,555,207 964,411 3,519,618

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statements of Changes in Equity

(Cont.)

For the three-month period ended June 30, 2024 (unaudited)
Share
capital
NIS
Premium
on shares
NIS
Reserve for
activities
between a
corporation
and its
controlling
shareholder
NIS
Other
capital
reserves
NIS
Capital
reserve from
exchange
differences
on
translating
foreign
operations
NIS
Retained
earnings
NIS
Total
attributed to
shareholders
of the parent
company
NIS
Non
controllin
g interests
NIS
Total
capital
NIS
thousands thousands thousands thousands thousands thousands thousands thousands thousands
Balance as of April 1, 2024 3,226 1,110,527 30,491 (1,427) (77,663) 1,162,092 2,227,246 827,218 3,054,464
Profit for the period - - - - - (10,357) (10,357) 14,113 3,756
Capital reserve for translation differences - - - - 9,794 - 9,794 1,174 10,968
IFRS9 adjustments - - - 2,062 - - 2,062 - 2,062
Exchange rate gains from translation of
foreign operations
- - - - - - - - -
Total comprehensive profit (loss) for the
period
- - - 2,062 9,794 (10,357) 1,499 15,287 16,786
Capital investments of non-controlling
interests
- - - - - - - 80,000 80,000
Transactions with non-controlling interests - - - (11,272) - - (11,272) - (11,272)
Distributions for non-controlling interests - - - - - - - (904) (904)
Balance as of June 30, 2024 3,226 1,110,527 30,491 (10,638) (67,869) 1,151,735 2,217,472 921,601 3,139,073

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statements of Changes in Equity

(Cont.)

Condensed Consolidated Statements of Changes in Equity
(Cont.)
For the year ended December 31, 2024
Share Premium
on shares
Reserve for
activities
between a
corporation
and its
controlling
shareholder
Revaluation
fund
Other
capital
reserves
Capital
reserve
from
exchange
differences
on
translating
foreign
operations
Retained Total
attributed to
shareholders
of the parent
Non
controlling
capital
NIS
NIS NIS NIS NIS NIS earnings
NIS
company
NIS
interests
NIS
Total capital
NIS
thousands thousands thousands thousands thousands thousands thousands thousands thousands thousands
Balance as of January 1, 2024 3,226 1,110,527 30,491 - (1,427) (66,792) 1,153,125 2,229,150 826,608 3,055,758
Profit for the year - - - - - - 206,373 206,373 25,305 231,678
Exchange rate losses from translation of
foreign operations
- - - - - (4,752) - (4,752) (1,320) (6,072)
Gain on revaluation of fixed assets, net of - - - 94,385 - - - 94,385 41,154 135,539
tax
Total comprehensive profit (loss) for
the year - - - 94,385 - (4,752) 206,373 296,006 65,139 361,145
Dividend paid - - - - - - (25,000) (25,000) - (25,000)
Transactions with non-controlling
interests
- - - - (14,161) - - (14,161) (1,722) (15,883)
Capital investments of non-controlling
interests
- - - - - - - - 92,254 92,254
Distributions for non-controlling interests - - - - - - - - (5,886) (5,886)
Balance as of December 31, 2024 3,226 1,110,527 30,491 94,385 (15,588) (71,544) 1,334,498 2,485,995 976,393 3,462,388

Israel-Canada (T.R.) Ltd.

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statements of Cash Flows

For a period of six
months
ended
June 30
For a period of three
months
ended
June 30 Year
ended
December 31
2025 2024 2025 2024 2024
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Audited)
Cash flows from current operations
Net cash used for current activities (Appendix A) (359,597) (95,554) (72,317) (96,289) (88,419)
Cash flows from investment activities
Provision of loans to companies accounted for
using the equity method, net of tax (30,539) (53,600) (18,822) (26,169) (66,787)
Repayment of loans from companies accounted
for using equity method, net of tax 9,245 21,930 7,745 5,308 73,494
Acquisition and investments in investment real
estate (including investment real estate under (170,738) (68,733) (41,373) (40,074) (402,200)
construction), net
Business combination -
see Appendix C
(55,700) - (55,700) - -
Advances on account of investment real estate (4,209) (22,881) - (16,884) (22,730)
Sale (purchase) of financial assets at fair value
through profit and loss, net 1,256 1,306 695 (1,617) 2,608
Acquisition and investments of fixed assets (35,412) (18,319) (17,631) (13,628) (59,964)
Acquisition of other assets 686 - 656 - (652)
Change in restricted use cash and deposits 547,740 (65) 75,409 (65) (566,196)
Net cash deriving from (used in) investing
activities 262,329 (140,362) (49,021) (93,129) (1,042,427)
Cash flows from financing activities
Issuance of bonds 208,591 226,517 208,591 226,517 533,933
Transactions with non-controlling interests (7,960) (11,272) (5,260) (11,272) (15,883)
Credit from banks, net 106,327 120,713 28,905 75,689 222,903
Repayment of bonds and buyback (250,952) (88,262) (250,952) (88,262) (88,464)
Issuance of shares, net 124,432 - - - -
Distributions for non-controlling interests (11,635) (5,198) (2,097) (904) (5,886)
Receipt of loan from others - - - - 435
Dividend paid - (25,000) - (25,000) (25,000)
Repayment of loans from others (615) (2,046) (70) (84) (672)
Repayment of lease liability (11,391) (8,483) (4,976) (4,698) (23,247)
Capital investments of non-controlling interests 1,469 80,000 1,469 80,000 92,254
Receipt of long-term loans from banks 341,927 169,999 59,190 123,903 895,355
Repayment of long-term loans from banks (585,711) (130,422) (88,433) (22,865) (244,473)
Net cash arising from (used for) financing
activities (85,518) 326,546 (53,633) 353,024 1,341,255
Exchange rate differences for cash and cash
equivalents 6,128 (129) 6,963 (99) (522)
Increase (decrease) in cash and cash
equivalents (176,658) 90,501 (168,008) 163,507 209,887
Balance of cash and cash equivalents at
beginning of period 410,276 200,389 401,626 127,383 200,389
Balance of cash and cash equivalents at period
end 233,618 290,890 233,618 290,890 410,276

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statements of Cash Flows

(Cont.)

Appendix A - Net cash used for current activities:

For a period of six
months
ended
June 30
months
June 30
For a period of three
ended
Year
ended
December 31
2025 2024 2025 2024 2024
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Audited)
Net profit (loss) for the period (30,888) 43,986 (6,819) 3,756 231,678
Adjustments to profit or loss sections:
Company's profits accounted for based on the
equity method (including financing income,
net), net of tax
(20,848) (63,124) (9,847) (16,619) (212,998)
Decrease (increase) in fair value of real estate for
investment, net
(2,665) (16,840) (17,847) (25,831) (27,408)
Loss from the adjustment of fair value of
financial instruments at fair value through profit
or loss
18,692 22,714 (20,058) 33,407 (36,911)
Revaluation of bonds (4,333) 1,342 (3,817) 802 3,089
Revaluation of loan from bank corporations 9,343 23,963 2,747 7,320 45,116
Depreciation and amortization of fixed assets and
lease assets
39,064 25,723 20,517 13,784 66,496
Revaluation of loan from others 145 1,950 25 1,223 537
Net deferred taxes (10,006) 2,632 415 (5,779) (15,937)
29,392 (1,640) (27,865) 8,307 (178,016)
Changes in sections of assets and liabilities:
Decrease (increase) in balance of income tax
receivables
(966) 6,964 585 (2,931) 12,618
Increase in advances for the sale of real estate
inventory and building inventory under planning
and construction
192,905 27,713 80,752 16,833 379,760
(Increase) in accounts receivable (36,139) (34,723) (42,581) (17,408) (44,692)
Decrease (increase) in receivables for sale of land
and apartments under construction
(52,338) (14,265) (19,298) (473) 42,801
Increase in suppliers and service providers 30,112 5,280 25,292 7,349 8,042
Increase (decrease) in other payables and
liabilities for current taxes
(48,729) 11,596 (15,866) (5,946) 110,819
Decrease in inventory of real estate and buildings
for sale due to sales (before purchase and
66,586 25,438 31,612 2,395 41,034
investment in land) 151,431 28,003 60,496 (181) 550,382
Net cash arising from current activities (before
purchase and investment of land)
149,935 70,349 25,812 11,882 604,044
Acquisitions and investments in real estate
inventory
(509,532) (165,903) (98,129) (108,171) (692,463)
Net cash used for current activities (359,597) (95,554) (72,317) (96,289) (88,419)

Israel-Canada (T.R.) Ltd. Condensed Consolidated Statements of Cash Flows

(Cont.)

Appendix B - Additional information on cash flow from current operations:

months
June 30
For a period of six
ended
For a period of three
months
ended June 30
Year
ended
December 31
2025
2024
2025
2024
2024
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Audited)
Cash paid during the period for:
Interest
Income tax
137,224
18,597
131,057
2,990
69,292
9,048
75,421
2,114
277,509
39,135
Cash received during the period for:
Interest 2,421 2,539 1,246 892 6,228
Income tax 367 19,828 - - 21,927

Appendix C - Business combination:

For a period of six
months
ended June 30
For a period of three
months
June 30
Year
ended
December 31
2025 2024 2025 2025 2024
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
(Unaudited) (Unaudited) (Audited) (Unaudited) (Unaudited)
Cash paid during the period for:
Right of use asset (559,188) - - - -
Fixed assets, net (11,095) - - - -
Goodwill and intangible assets (150,331) - - - -
Loans from banks and financial
corporations 74,000 - - - -
Loans from others and other liabilities 7,949 - - - -
Lease liabilities 571,552 - - - -
Accounts payable 1,327 - - - -
Deferred taxes 6,019 - - - -
Non-controlling interests 4,067 - - - -
(55,700) - - - -

Note 1 – General

Israel-Canada (T.R.) Ltd. (the "Company" or the "Group") engages, through consolidated companies, in the initiation, marketing, and management of projects in the field of real estate in Israel and abroad. Additional information on the Group's operating segments is presented in Note 6.

These Condensed Consolidated Financial Statements should be read in conjunction with the Company's Annual Financial Statements as of December 31, 2024 and for the year then ended, and the notes thereto, except for new standards.

Note 2 – Principal Accounting Policies

A. Basis of preparation of the Financial Statements:

The Group's Condensed Consolidated Financial Statements (the "Interim Financial Statements") were prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34").

In preparing these Interim Financial Statements, the Group applied the accounting policies, presentation rules, and calculation methods identical to those applied in the preparation of its Financial Statements as of December 31, 2024 and for the year then ended.

The Condensed Consolidated Financial Statements were prepared in accordance with the disclosure requirements in Chapter D of the Securities Articles (Periodic and Immediate Reports), 5730–1970.

B. Fair value measurement of investment property and investment property under construction in interim reports:

For the purpose of determining the fair value of investment property, the Company relies on a valuation performed by an independent appraiser once a year or at the date of initial recognition of the investment property. In addition, on each interim reporting date, the Company examines the need to update the fair value estimate of its investment property in relation to the fair value determined at the last valuation date, in order to assess whether such estimate reflects a reliable approximation of the fair value as of the interim reporting date. This review is carried out through an examination of changes in the relevant real estate market, in lease agreements relating to the property, in the macro-economic environment of the property, as well as new information regarding material transactions conducted in the vicinity of the property and in comparable properties, and any other information that may indicate changes in the fair value of the property. If, in the Company's estimation, there are signs with respect to certain properties that the fair value as of the interim reporting date differs materially from the fair value estimated at the last valuation date, the Company estimates the fair value of such properties at the interim reporting date.

As of June 30, 2025, the Company, with the assistance of external appraisers, examined whether there were signs indicating that the fair value of the investment property materially differed from the value estimated by an external appraiser on December 31, 2024. In the review conducted during the Report Period, which included economic impact factors such as capitalization rates, occupancy rates, and rental fees on the Company's properties, as well as real estate transactions, the Company recognized an increase in the fair value of investment property, net, in the amount of approximately NIS 2.6 million.

C. Income taxes in interim reports:

Income tax expenses (income) for the periods presented include the total current taxes, as well as the total change in deferred tax balances, excluding deferred taxes arising from transactions charged directly to equity and from business combinations.

Income tax expenses (income) in interim periods are accrued using the average annual effective income tax rate. For the purpose of calculating the effective income tax rate, tax losses for which deferred tax assets were not recognized and which are expected to reduce the tax liability in the reporting year are deducted.

Note 2 – Principal Accounting Policies (continued):

D. Exchange rates and indexation basis:

    1. Balances in foreign currency, or linked thereto, are included in the Financial Statements at the representative exchange rates published by the Bank of Israel and in effect at the end of the reporting period.
    1. Balances linked to the Consumer Price Index are presented in accordance with the last known index at the end of the reporting period (the index of the month preceding the month of the Financial Statements).
    1. Below are data on the exchange rate of the US dollar and the index:
Known Known
Representative exchange rate of consumer construction
Dollar Euro Rubel price index inputs index
(NIS to USD 1) (NIS to EUR 1) (NIS to RUB 1) (Points) Points
Notes to the
Financial
Statements:
As of June 30, 2025 3.372 3.9552 0.042 110.4 138.6
As of June 30, 2024 3.759 4.0202 0.043 107.2 131.2
As of December 31,
2024 3.647 3.7964 0.03 108.4 133.6
Change rates: % % % % %
For the six-month
period ended:
On June 30, 2025 (0.07) 0.04 0.4 0.02 0.04
On June 30, 2024 3.63 0.21 7.5 2.09 1.07
For the three-month
period ended:
On June 30, 2025 (0.09) (0.02) (0.06) 0.01 0.01
On June 30, 2024 2.11 1.03 10.25 1.13 0.77
For year ended:
As of December 31,
2024 0.55 (5.36) (25) 3.24 2.93

E. Proactive change in accounting policy:

Presentation of Company's share in results of investments accounted for using the equity method

The Company chose to classify its share of the results of investments accounted for using the equity method as part of operating profit, instead of presenting them after operating profit and financing expenses. In the opinion of the Company's management, the aforementioned presentation provides reliable and more relevant information about the Company's operating profit, which now includes the results of companies accounted for using the equity method and operating in the same areas of activity as the Group.

Note 3 - Financial Instruments

Financial instruments that are not measured at fair value:

Excluding what is detailed in the following table, the Group believes that the carrying value of the financial assets and undertakings presented at an amortized cost in the financial statements is roughly similar to their fair value:

Carrying value
As of June 30
2025 2024 As of December 31
2024
NIS NIS NIS
thousands thousands thousands
(Unaudited) (Audited)
Financial liabilities:
Series F Bonds and interest payable - 19,673 19,632
Series G Bonds and interest payable 540,662 769,699 770,895
Series H Bonds and interest payable 737,412 226,734 534,241
1,278,074 1,016,106 1,324,768
Fair value
As of June 30
2025 2024 2024
NIS
NIS
NIS
thousands
thousands
thousands
(Unaudited)
Financial liabilities:
Series F Bonds and interest payable - 19,275 19,587
Series G Bonds and interest payable 574,270 740,106 770,895
Series H Bonds and interest payable 762,640 227,473 534,242
1,336,910 986,854 1,324,724

Note 4 – Material Transactions and Events during the Report Period:

A. Investment in the Kadima Zoran project

Further to Note 15A in the Company's Consolidated Financial Statements as of December 31, 2024, on January 6, 2025, the subsidiary, together with a third-party partner not related to the Company (the subsidiary's share in the transaction – 50%), entered into an agreement to purchase approximately 162 additional undivided dunams of land for a consideration of approximately NIS 73 million plus VAT as required by law. The purchase is subject to several preconditions not yet met. As of June 30, 2025, the Company paid an advance of approximately NIS 12 million and purchase tax.

B. Acquisition of land on Emek Bracha Street, Tel Aviv

Further to Note 15T in the Company's Consolidated Financial Statements as of December 31, 2024, on January 9, 2025, the subsidiary entered into an agreement with a third party not related to the Company and/or its controlling shareholders, for the purchase of approximately 20% additional undivided parts in the land (the "Remaining Land").

For the purchase of the Remaining Land, the subsidiary paid consideration of approximately NIS 36 million plus VAT as required by law (the "Consideration"), in two payments as follows:

  • (1) An amount of NIS 12 million plus VAT was paid upon signing of the agreement against registration of a cautionary note in favor of the sub-subsidiary.
  • (2) An amount of approximately NIS 24 million plus VAT was paid on April 8, 2025.

C. Private placement of shares to investors

Further to Note 16D in the Company's Consolidated Financial Statements as of December 31, 2024, on January 26, 2025, the Company's Board of Directors approved an allotment of the Company's shares to investors Migdal Sal Index Shares Ltd., an interested party in the Company, Lamor Mutual Fund Management (2013) Ltd., Phoenix Israel Shares Partnership, and an additional investor (together: the Investors), in a private placement pursuant to the Private Placement Regulations, under which the Company allotted to the Investors 8,333,334 of the Company's shares at a price of NIS 15 per share, for total consideration of approximately NIS 125 million. The allotment was completed on January 27, 2025 against transfer of the full consideration for the private offering to the Company.

D. Midtown Jerusalem project

Further to Note 15M in the Company's Consolidated Financial Statements as of December 31, 2024, on February 25, 2025, a full building permit was received for the residential towers in the Midtown Jerusalem project. In addition, on this date, an agreement was signed with Tidhar Construction Ltd. for the execution of main contractor works in the residential section and in the office section for consideration of approximately NIS 1.3 billion.

On February 2, 2025, the project company paid approximately NIS 199 million and also provided a bank guarantee and a guarantee from a financial institution in an additional amount of approximately NIS 199 million, on account of betterment levies for the purpose of obtaining the full permit. As of June 30, 2025, the Company included a provision for its estimated liability, based, inter alia, on the professional opinions of the Company's advisors on this matter.

On April 28, 2025, a full building permit was received for the office tower and the mixed-use tower including rights for hotel use and rental housing.

Further to its revenue recognition policy, the Company began recognizing revenue from the project in the Report Period. As of June 30, 2025, revenue of approximately NIS 14 million was recorded.

E. Midtown Jerusalem – Bank Loan

Further to Note 12B(2) in the Company's Consolidated Financial Statements as of December 31, 2024, on March 24, 2025, the project company signed an agreement with the bank to extend the loan repayment date to September 30, 2025 (instead of March 31, 2025). In addition, the credit facility increased from NIS 1 billion to NIS 1.125 billion. For further details regarding the signing of the financing agreement, see Note 5C.

Note 4 – Material Transactions and Events during the Report Period (continued):

F. Bank Loan – "Tzomet Arim Tower" Project

Further to Note 12B(10) in the Company's Consolidated Financial Statements as of December 31, 2024, the loan was extended in February 2025, and its final repayment date was set for November 23, 2026 (instead of January 30, 2025). The loan terms remained unchanged.

G. Bank Loan – Purchase of the House in Kfar Shmaryahu

Further to Note 12B(9) in the Company's Consolidated Financial Statements as of December 31, 2024, on February 6, 2025, an amendment was signed to the agreement with the banking corporation, under which the credit facility increased to NIS 187 million. The remaining terms remained unchanged. On July 24, 2025, after the balance sheet date, an agreement was signed to extend the repayment date to January 1, 2026.

H. Acquisition of Part of the Land Constituting the Gonen Holiday Village

Further to Note 15K(5) in the Company's Consolidated Financial Statements as of December 31, 2024, on March 5, 2025, the Israel Land Authority approved the transfer of the registered land to the cooperative association, thus fulfilling the condition precedent, and the Company is acting to complete the transaction and pay the consideration.

In addition, on April 15, 2025, a binding memorandum of understanding was signed regarding 20 units built by a third party at Kibbutz Gonen, which will be operated by the Company under the Gonen Holiday Village Hotel. Under the memorandum, the Company will manage and operate the hotel in consideration for management fees of 50% of the revenues.

I. Joint Transaction Herzliya 4006

During the years 2016–2021, the Company, through a wholly owned subsidiary (the "Subsidiary"), together with partners, purchased portions of blocks 6590 and 6591, which form part of parcel 4006 in Herzliya, with the Subsidiary's share in the joint transaction being approximately 23%. On March 6, 2025, the Subsidiary, together with one of the partners who is not related to the Company, entered into an agreement for the purchase of all ownership rights of another partner in the joint transaction (approximately 23%) for consideration of approximately NIS 82 million (Company's share – approximately NIS 68 million). 15% of the consideration was paid, and 85% of the consideration will be paid upon receipt of Form 4 for the project. The partners are working to complete the construction of an office and commercial building on the land.

J. Kremenitzky, Tel Aviv

On March 18, 2025, a partnership wholly owned by the Company (the "Project Partnership"), together with Check Point Software Technologies Ltd. ("Check Point"), submitted a bid in a tender by the Tel Aviv–Yafo Municipality and the Israel Electric Corporation Ltd. for the long-term leasehold rights of parcel 201 under plan TA/MK/4784 (the "Land"), known as the Israel Electric Corporation's technical center on Kremenitzky Street, Tel Aviv–Yafo, with an area of about 13.5 dunams. The Land allows for construction of approximately 302 residential units, 1,500 sq.m. of commercial space attached to the residences, 60 thousand sq.m. of employment space, and 2,700 sq.m. of additional commercial space, for consideration of approximately NIS 818 million plus VAT.

On April 24, 2025, May 14, 2025, and June 9, 2025, the Company received notice of winning the tender from the Tender Committee, the Tel Aviv Municipal Council, and IEC, respectively.

According to prior understandings between the Company and Check Point, the residential rights will be owned by the Company for consideration of approximately NIS 318 million, while the employment and commercial rights will be owned by Check Point (the Joint Activity) for consideration of approximately NIS 500 million. Arrangements were agreed between the parties regarding the Joint Activity. As agreed, with the notice of winning, the parties began working toward the signing of a detailed joint venture agreement. As of the date of publication of this Report, the agreement has not yet been signed and is expected to be signed shortly.

The purchase consideration was paid on July 2, 2025, and the transaction was completed after the balance sheet date, through equity and bank financing. For further details, see Note 5A.

Note 4 – Material Transactions and Events during the Report Period (continued):

K. SHE Project

Further to Note 15H in the Company's Consolidated Financial Statements as of December 31, 2024, on March 20, 2025, the project partnership entered into an agreement with Solel Boneh Limited Partnership for the execution of contractor works for excavation and shoring, in the scope of works amounting to NIS 35 million.

L. Bank Loan – SHE Project

Further to Note 12B(6) in the Company's Consolidated Financial Statements as of December 31, 2024, on March 31, 2025, the Company repaid the outstanding loan balance in the amount of approximately NIS 275 million and signed with the bank a new credit facility of approximately NIS 350 million, under the same terms with no change in interest. The loan was extended until December 31, 2025. The loan balance in the books as of June 30, 2025 was approximately NIS 288 million.

M. "Northern Quarter" Project, Herzliya

Further to Note 15X in the Company's Consolidated Financial Statements as of December 31, 2024, on March 20, 2025, the Company entered into a financing agreement with a local bank for a credit facility of approximately NIS 80 million. The final maturity date of the credit facility, which was fully utilized, is March 20, 2027. Under the agreement with the bank, the Company will repay the loan in installments in accordance with sales progress. As of June 30, 2025, the Company had marketed approximately 7.3 dunams for a total amount of approximately NIS 69 million.

N. Request for Approval of Transfer of Shares in Hatzlachat Hasharon Subsidiary

On February 21, 2024, the Company submitted a request to the Israel Tax Authority for pre-approval of the transfer of rights of the partnership for the development of Young Ramat Hasharon from the Hatzlachat Hasharon subsidiary to the Company, all subject to Section 104G and Part E2 of the Income Tax Ordinance. On March 20, 2025, the Company received approval from the tax authorities.

O. Completion of Acquisition of Brown Hotels Operations

Further to Note 15K(10) in the Company's Consolidated Financial Statements as of December 31, 2024, on April 3, 2025, all conditions precedent for the transaction were met and the hospitality company completed the acquisition of Brown Hotels operations for consideration of approximately NIS 131 million plus VAT as required by law. The completion of the transaction was carried out through equity (approximately NIS 36 million), a shareholders' loan by the Company to the hospitality company (approximately NIS 20 million), and external financing from a local bank (approximately NIS 74 million). Upon completion of the transaction, and with existing operations, the hospitality company owns and manages approximately 3,800 hotel rooms in Israel and Greece.

On June 29, 2025, the Company and the hospitality company (through a wholly owned subsidiary) entered into an agreement, which entered into force retroactively as of April 2, 2025, which is the date proximate to the completion of the Brown transaction, under which the Company participated in the purchase of approximately 40% of the Brown operations as of the record date, for consideration of NIS 20 million (which, as stated above, was provided to the hospitality company as a shareholders' loan and converted into an equity investment) (the "Sale Agreement" and the "Cost of the Consideration," respectively).

The sale transaction was executed between Israel-Canada and each of the legal entities comprising the Brown Hotels transaction and holding the Brown operations, such that each component of the sold assets will be under the joint control of the Company and the hospitality company. Each component of the sold assets and the associates will hereinafter be referred to as the "Investee Company."

Principal terms of the Sale Agreement:

A. Decisions regarding the acquired Brown Hotels operations will be made unanimously by the Company and the hospitality company, or alternatively special decisions will require the consent of the Company and the hospitality company.

Note 4 – Material Transactions and Events during the Report Period (continued):

O. Completion of Acquisition of Brown Hotels Operations (continued):

  • B. The Company granted the hospitality company a CALL option to purchase all of the Company's holdings in the acquired Brown Hotels operations, exercisable from October 1, 2026 through December 31, 2026. The exercise price will be the cost of the consideration (NIS 20 million) plus a variable annual interest at Prime + 2%, and in addition the investments that the Company invested in the sold assets up to the option exercise date.
  • C. No disposition for as long as the Call Option is in force: the parties undertake not to make any disposition of their rights in the jointly held Investee Company (the Company as purchaser of the sold assets and the sellers of the sold assets in relation to the remainder of the sold assets), except as set forth in the Sale Agreement.
  • D. The jointly held Investee Company as a "closed box" and prohibition on distributions any new hospitality activity will be carried out within the hospitality company and not within the jointly held Investee Company (which will include, as a closed list, only the sold assets); the parties undertook that until the end of the option exercise period, the Investee Company will not make distributions to its shareholders, and with respect to the hospitality partnership, if a distribution is decided upon under the partnership agreement of the hospitality partnership, the parties to the agreement undertook that any distribution declared by the hospitality partnership, if declared, will be deposited with a trustee until the end of the option exercise period, and the exercise price will be adjusted.
  • E. Management of the business of the Investee Company the hospitality company (whether directly or indirectly through corporations it holds) will manage the business of the jointly held Investee Company in consideration for a percentage of the revenue turnover and operating profit of the jointly held Investee Company (the "Management Fees"), which will also constitute consideration for use of the brand in Israel and in Greece. With respect to the general partner in the hospitality partnership, the Company will not be entitled to consideration for Management Fees received at the general partner, and such fees will belong to the hospitality company (whether directly or indirectly through corporations under its control) as the body actually providing the management services.
  • F. Appointment of directors in the general partner of the hospitality partnership and decision-making in the general partner – Mr. Barak Rosen, on behalf of the Company, and Mr. Reuven Elkes, on behalf of the hospitality company, will be appointed as directors on behalf of the parties in the associates, and with respect to the company holding the operations in Greece, it will be determined that decisions will be made at the general meeting of said company.

The initial accounting treatment of the Brown operations acquisition, as presented in these Financial Statements, is provisional. As of publication, the Company has not completed the allocation of the purchase price to the assets and liabilities.

Goodwill of approximately NIS 113 million recognized in the acquisition has not been allocated to cashgenerating units for impairment testing, as this cannot be done on a reasonable basis.

For details of assets and liabilities recognized at the acquisition date, see Appendix C to the Statement of Cash Flows.

The consideration includes amounts for expected benefits from synergies, revenue growth, and future market developments, which are not recognized separately from goodwill as they cannot be measured reliably.

Non-controlling interests in the Brown operations total approximately NIS 4 million, measured at their share of the fair value of net assets, excluding goodwill.

P. Memorandum of Understanding to Purchase 50% of the "Galilion" Hotel and 50% of the "Kfar Giladi" Hotel

In January 2025, Canada Hotels Holdings (the "Purchaser") entered into a memorandum of understanding to purchase 50% of the holdings in the "Galilion" Hotel and 50% of the "Kfar Giladi" Hotel, both by way of share purchases, for consideration of approximately NIS 65 million plus financial debt and approximately NIS 155 million less financial debt, respectively. The amounts are subject to adjustments according to the net financial debt level of the acquired corporation. Upon completion of the transaction, the Purchaser will manage the two hotels in consideration for Management Fees. The signing of binding agreements is subject to completion of due diligence and receipt of the required regulatory approvals, including the approval of the Competition Commissioner. In addition, the memorandum of understanding includes NO SHOP clauses.

Note 4 – Material Transactions and Events during the Report Period (continued):

Q. Hospitality Company – Lease and Management Agreement for a Hotel in Tiberias

On July 20, 2025, Canada Hotels Holdings (the "Lessee") entered into a conditional 15-year lease agreement with a third party (the "Lessor") regarding the "Club Hotel" in the city of Tiberias (the "Hotel"), with a 10-year extension option (the "Lease Agreement" or the "Agreement"). The Lessee will be responsible to renovate the Hotel within 12 months from the delivery date, and the renovation costs, estimated at NIS 45 million, will be borne equally by the Lessee and the Lessor (50% each). Notwithstanding the foregoing, any cost overrun (if any) will be borne solely by the Lessee.

The Agreement is subject to approval by the Competition Commissioner within 180 days of signing (or a later agreed date) (the "Final Date"), all in accordance with the conditions set in the Lease Agreement (the "Condition Precedent"). As of the date of the Financial Statements, the Condition Precedent had not yet been fulfilled.

R. Decision regarding Dividend Distribution

On March 24, 2025, the Company's Board of Directors approved a cash dividend distribution in the amount of NIS 25,000 thousand to the Company's shareholders. The dividend was distributed on April 9, 2025. The total dividend per share is 7.55 agorot per share.

S. Bonds Series H

Further to Note 13B(3) in the Company's Consolidated Financial Statements as of December 31, 2024, on May 8, 2025, following a tender held for the public and institutions, the Company expanded Series H and raised approximately NIS 210.8 million in consideration for the allotment of 200 million par value Series H Bonds, at a unit price of approximately NIS 1,054.

T. Rating

On June 9, 2025, the Company received a rating of ilA- with a positive outlook from Maalot S&P.

Significant Transactions and Events during the Report Period in Associates:

U. Lev Bavli Ltd.

Further to Note 8B(4)(B) in the Company's Consolidated Financial Statements as of December 31, 2024, on January 6, 2025, a building permit was received for the project. As of June 30, 2025, the project company had marketed 15 apartments for a total amount of approximately NIS 80 million including VAT. For further details regarding the signing of a financing agreement, see Note 5B.

V. Joint Transaction – Vertical City Ltd.

Further to Note 8B(4)(G) in the Company's Consolidated Financial Statements as of December 31, 2024, in February 2025, the project company signed an agreement with Electra Construction Ltd. (the "Contractor") for excavation, shoring, and foundation works on the public lot (Begin Street area). The Contractor will construct a six-level underground parking lot under a design–build framework at its responsibility, for total consideration of approximately NIS 390 million plus VAT. For further details regarding the signing of a framework agreement after the balance sheet date, see Note 5F.

W. Joint Transaction – A.K.A. Beit Mars Ltd.

Further to Note 8B(4)(H) in the Company's Consolidated Financial Statements as of December 31, 2024, in April 2025, the maturity of the land financing loan was extended to February 28, 2027.

X. Joint Transaction – Re'em Canada Beit America Ltd.

Further to Note 8B(4)(E) in the Company's Consolidated Financial Statements as of December 31, 2024, on May 14, 2025, the Local Committee of Tel Aviv Municipality approved for deposit a plan including additional rights of approximately 16 thousand sq.m. (approximately 4,600 sq.m. residential and the remainder for employment and commercial areas). As a result, the project company recorded a gain from the increase in fair value of investment property in the amount of approximately NIS 55 million (Company's share – approximately NIS 20 million).

Note 4 – Material Transactions and Events during the Report Period (continued):

Y. ICR – Urban Renewal, Bar Kochva St., Neve Israel Neighborhood – "Gefen" Project, Herzliya Further to Note 8B(4)(F)(5) in the Company's Consolidated Financial Statements as of December 31, 2024, in January 2025, ICR received Form 4 for the "Gefen A" Herzliya project, and occupancy was completed.

Z. ICR – Neve Gan (North Park) Project – Stage C, Complexes B and C (Lots 18–20)

Further to Note 8B(4)(F)(4) in the Company's Consolidated Financial Statements as of December 31, 2024, on March 30, 2025, an excavation and shoring permit was received for Lot 20 – 100 housing units in the North Park Stage C project.

AA. ICR – "Air" Urban Renewal Project, Histadrut Street, Givatayim

Further to Note 8B(4)(F)(9) in the Company's Consolidated Financial Statements as of December 31, 2024, during the Report Period, all preconditions in the Air Project (Histadrut), Givatayim urban renewal agreement were met. In January 2025, a full building permit was received for the project, and ICR began demolition of the buildings (after vacating the tenants) and execution of the project.

AB. ICR – French Hill Project, Jerusalem

Further to Note 8B(4)(F)(6) in the Company's Consolidated Financial Statements as of December 31, 2024, regarding the engagement of ICR Israel Canada Re'em Holdings Ltd., on June 11, 2025, the zoning plan promoted for the land was approved for validation. Accordingly, under the agreement, the outstanding balance of the consideration, amounting to approximately NIS 250 million plus VAT as required by law, will be paid within 90 days of that date, i.e., by September 11, 2025.

AC. ICR – "Pastoral" Urban Renewal Project, Hantke Street, Jerusalem

Further to Note 8B(4)(F)(13) in the Company's Consolidated Financial Statements as of December 31, 2024, ICR entered into a financing agreement with a banking corporation for the financing of the project, under which the banking corporation provided credit facilities in a total amount not exceeding NIS 897 million: financial credit in a total scope of NIS 305 million, which overlaps with the Sale Law guarantees facility; facilities for the issuance of landowners' guarantees up to a total amount of NIS 435 million; and facilities for rental guarantee letters in the amount of approximately NIS 35 million. The facilities will be repaid no later than November 30, 2030. ICR has begun the process of signing the tripartite agreement with the landowners. As of the date of publication of the Report, approximately 94% of the landowners had signed the tripartite agreement.

AD. "Iron Swords" War

Further to Note 31 in the Company's Consolidated Financial Statements as of December 31, 2024, the main effects of the "Iron Swords" war (the "War") on the Company's operations as of the Report Period are as follows:

With respect to the Company's development projects under execution, as of the first half of 2025 and the date of publication of the Report, activity at the sites is proceeding as usual and therefore there is no material impact on project progress. It should be noted that if certain sites do not operate at full capacity, this may result in higher financing and construction costs (and accordingly reduced project surpluses), as well as increased rental expenses paid to owners of existing residential units in urban renewal projects. The Iron Swords War has caused shortages of professional manpower at construction sites and increased raw material costs, leading to higher execution costs in projects, whether or not contractor agreements have been signed, including those linked to the Construction Inputs Index. This is reflected both in the sharp rise of the Construction Inputs Index in January 2025 and in the Central Bureau of Statistics' announcement of a further significant increase expected by year-end. In addition, continuation of the War may extend construction durations and delay project completion dates. The War has also led to higher inflation, sustaining a high interest rate environment. In light of these conditions, the Company is updating its project cost forecasts based on its estimates and actual contractor agreements. Conversely, revenue estimates have also been updated, reflecting higher sale prices based on actual apartment sales. As of the date of the Report, the War's impact on the Company's results exists but is not material; however, if additional fronts open beyond the current ones, the Company's assessments may change, including materially.

Note 4 – Material Transactions and Events during the Report Period (continued):

AE. The Iron Swords War (continued):

During Operation "Rising Lion," a number of the Company's properties were damaged by missiles launched from Iran, including the office and commercial properties in the "Da Vinci" project, the commercial areas in the "Midtown Tel Aviv" project, and additional areas in the Beit America Building. All of the properties have returned to full activity, and in parallel the Company initiated proceedings with the Property Tax Authority in connection with coverage of the damages caused to these areas.

With respect to the Company's yielding properties, as of the date of publication of the Report, the vast majority of tenants are paying full Lease Fees without reliefs (such as payment spreading) which were granted on a one-time basis at the beginning of the War. In the Company's estimation, at this stage no material impact on the Company's revenues is expected as a result thereof, and it appears that occupancy rates in the Company's yielding properties remain stable.

With respect to the Company's hotels sector – hotel activity in Israel is affected by the unique characteristics of the tourism industry and by economic and security factors that directly impact it. Until the end of 2024, the War did not materially affect the hotel company's results, as the Company's hotels were at high occupancy due to hosting evacuees from the South and North, while expenses were adjusted accordingly (including placing employees on unpaid leave and vacations). During the Report Period, most evacuees left the hotels, and this, together with industry seasonality and Operation "Rising Lion," affected results in the first and second quarters of 2025. During Operation "Rising Lion," ballistic missiles struck central cities in Israel, including Tel Aviv, damaging two Company hotels: the Lighthouse Hotel (closed for renovations, significantly damaged, with most rooms destroyed) and the PLAY Hotel in Midtown Tel Aviv (minor damage). As of the date of this Report, the Midtown Tel Aviv Hotel has been repaired and is fully operational (including hosting evacuees), while the Lighthouse Hotel remains closed, with damage extent, costs, and timeline not yet determined. The Company estimates renovation costs will be covered by the Property Tax Authority. In addition, starting in June 2025, the Group's hotels, mainly in Tel Aviv, began hosting evacuees displaced within the framework of Operation "Rising Lion."

It should be clarified that the prolongation and/or escalation of the Iron Swords War and its impact on the tourism industry as a whole (both domestic tourism and incoming tourism) may affect demand for the Company's hotels and impact the business results of the Company's hotel operations in the coming quarters, the scope of which cannot currently be estimated.

Possible impacts of a prolonged and expanded war:

A further prolongation of the fighting and/or expansion of the War to additional fronts of high intensity may materially affect the Company's operations, as it may lead to: (1) cancellation/reduction of projects and delays in the pace of initiation processes and entry into new projects; (2) delays in planning, licensing, and execution processes of projects, which may lead to delays in completing projects and delivering them to purchasers; (3) deterioration in the financial resilience of subcontractors and key suppliers; (4) increase in construction costs (including due to a shortage of manpower) and a significant rise in the Construction Inputs Index; (5) significant decline in demand for residential units/office space/commercial space marketed by the Company (due to impairment of the economic ability of potential purchasers/tenants, Bank of Israel decisions imposing restrictions on banks that reduce the ability to grant benefits to purchasers, poor general sentiment, and uncertainty associated with a wartime period); (6) decline in selling/rental prices and/or departure of tenants; (7) limitation of the volume of bank credit to the real estate sector, raising of minimum equity requirements to be invested by the Company in projects, tightening of financing terms, and postponement of the provision of financing required by the Company for its operations (since this is also conditioned, inter alia, on the pace of marketing of apartments/offices/lease of spaces in projects); (8) excess supply of spaces for lease, which will affect capitalization rates as well as the Company's projected NOI; (9) purchasers/tenants failing to meet their obligations toward the Company; (10) impact on domestic and incoming tourism in a manner that will affect occupancy in the hotels managed by the Company, and accordingly the revenues and profitability of this sector.

Note 5 – Transactions and Events After the End of the Report Period:

A. Kremenitzky, Tel Aviv

Further to that stated in Note 4J, on July 2, 2025, after the balance sheet date, the transaction was completed and the purchasers paid the full consideration through equity and a bank loan. On July 2, 2025, the project partnership entered into a loan agreement with a local bank (the "Bank") for a financing framework of approximately NIS 309 million for purchasing the land in the project, paying the VAT, and covering ancillary needs relating to the purchase of the land (the "Loan"), under terms the main points of which are as follows:

    1. The credit framework will be re-provided from time to time at the request of the project partnership only, with its final repayment date falling no later than July 1, 2027.
    1. The Loan includes a bridging loan in the amount of approximately NIS 58 million for the payment of VAT, with its repayment date set for October 2, 2025.
    1. The Loan bears variable annual interest at prime plus a margin of 0.05%–0.3%.
    1. To secure Loan repayment, fixed first-ranking liens were registered in favor of the Bank as agreed.

B. Associated Company – Lev Bavli Ltd. – Bank Loan

Further to that stated in Note 8B(4)(b) of the Company's consolidated financial statements as of December 31, 2024, on July 2, 2025, after the balance sheet date, the project partnerships, including the Company (hereinafter together: the "Partnerships"), entered into a financing agreement with a local bank and an institutional body (together: the "Lenders") for the provision of a financing framework not to exceed approximately NIS 2 billion, including financial credit (the "Financial Credit") and a framework of guarantees and securities under the Sale Law, as well as guarantees to owners including in favor of banks that provided mortgages to owners (the "Credit and Sale Law Guarantee Framework"). Pursuant to the financing agreement, the Financial Credit framework will not exceed a total of approximately NIS 288 million (the "Financial Credit") and will serve to finance the construction costs of the project.

The credit utilized under the credit facility will be repaid upon completion of the project, i.e., on March 31, 2030. The credit facility will bear annual interest at Prime + 0.4% as well as customary fees in loans of this type, including in connection with guarantees, in the range of 0.5% to 1%.

To secure repayment of the loan, liens agreed with the lenders were registered in favor of the lenders. In addition, the acquiring partners provided the lenders with a guarantee to secure repayment of the credit facility, limited to the amount of NIS 2.75 billion, under which each of them is jointly and severally liable for 50% of all debts and obligations to the lenders.

It should be noted that as of the date of publication of the Report, there are two tenants who refuse to sign the mortgage documents in favor of the financing bank (one of whom was subject to a proceeding before the Supervisor of Condominiums, which resulted in a judgment pursuant to which the tenant signed the urban renewal agreement) (the "Defaulting Tenants"). In light of the above, the developer intends to act against the Defaulting Tenants through legal proceedings, and accordingly the project commencement date may be delayed (although this is not certain). In the Company's assessment, as a result of the foregoing, no material exposure or material delay in the project is expected.

C. Midtown Jerusalem – Bank Loan

Further to Note 4D, on July 30, 2025, after the balance sheet date, the project company entered into a financing agreement with a local bank and institutional investors (together: the "Lenders") for the provision of a financing facility in an amount not to exceed approximately NIS 4.38 billion (obligo, including financial credit and Sale Law guarantees), of which a financial credit facility in the total amount of up to approximately NIS 1.56 billion (the "Financial Credit") was included. The Financial Credit will be used for the repayment of the existing loan provided in respect of the land, as well as for financing the construction of the project. In addition, a mezzanine loan was provided by the Lenders in an amount not to exceed NIS 130 million, at the same interest rate as the Financial Credit; all for the purpose of advancing the construction of the entire project.

The credit utilized under the credit facilities will be repaid within six months of the completion of the project, which will be no later than February 28, 2031 (i.e., no later than August 31, 2031), while bank guarantees and Sale Law guarantees will expire in accordance with their terms.

The Financial Credit facility will bear annual interest at Prime + 0.5%–0.9%. To secure repayment of the loan, first-ranking fixed charges agreed with the Lenders were registered in favor of the Lenders. In addition, the Company provided an unlimited guarantee to secure repayment of the credit facility.

Note 5 – Transactions and Events After the End of the Report Period (continued):

D. "New Ramat Hasharon" Project

Further to Note 15D in the Company's Consolidated Financial Statements as of December 31, 2024, on July 24, 2025, after the balance sheet date, the Company received the protocol of the Subcommittee for Appeals of the National Planning and Building Council (the "Committee"), according to which the filed appeal was denied. Accordingly, the "New Ramat Hasharon" plan was published for validation in the Official Gazette.

E. ICR – Residential Project in Netanya, Parcel 1009 – "Ocean 2" Project

Further to Note 8B(4)(F)(8) in the Company's Consolidated Financial Statements as of December 31, 2024, on July 24, 2025, after the balance sheet date, ICR received Form 4 for the Ocean 2 Project in Netanya.

F. Joint Transaction – Vertical City Ltd.

Further to Note 8B(4)(G) in the Company's Consolidated Financial Statements as of December 31, 2024, on August 14, 2025, after the balance sheet date, the Company signed an agreement to increase the land loan facility by an additional NIS 155 million under the same interest terms, until December 31, 2025. In parallel, the project company is working with the bank toward entering into an agreement for financing excavation, shoring works, and construction of the public parking lot, as well as a voucher arrangement.

G. Merger Transaction between Israel Canada Hospitality and DNA Group

On July 16, 2025, after the balance sheet date, the Company's Audit Committee and Board of Directors approved the Company's entry into a merger agreement, in accordance with Section 103(T) of the Income Tax Ordinance [New Version], between Israel Canada Hospitality Ltd. (approximately 68% held by the Company, the "Hospitality Company") and DNA (T.R.) Ltd. ("DNA") (a public company whose securities are traded on the stock exchange, controlled by Messrs. Assaf Tuchmair and Barak Rosen), subject to the fulfillment of preconditions. As of the date of publication of the Report, to the best of the Company's knowledge, the approvals of DNA's corporate bodies for the merger transaction, as required by law, have not yet been received, and not all preconditions for the merger transaction have been fulfilled. Each of the Company, the Hospitality Company, and DNA will act to re-approve the merger transaction in their respective relevant corporate bodies and as required, based on the financial statements as of June 30, 2025.

G. Derivative Action Demand Letter

On July 7, 2025, after the balance sheet date, the Company received a letter from a shareholder of the Company (as claimed by him) (the "Shareholder"), demanding that a lawsuit be filed against Messrs. Assaf Tuchmair and Barak Rosen (the "Controlling Shareholders"), the controlling shareholders of the Company who serve as Chairman of the Board of Directors and as a Director and the Company's CEO, pursuant to Section 195 of the Companies Law, 5759-1999 (the "Companies Law"), or alternatively, if the Company chooses not to do so, to provide the Shareholder with documents in accordance with Sections 197A–198 (sic) of the Companies Law (the "Demand Letter").

The main allegation allegedly raised in the Demand Letter is that the Controlling Shareholders, who are also the controlling shareholders of Canada Global (T.R.) Ltd., a public company whose securities are traded on the stock exchange and which operates in the field of real estate outside Israel ("Canada Global") (excluding real estate activity in Greece, Cyprus, Canada, Panama, the Dominican Republic, Portugal, and hospitality operations worldwide (including a mixed-use project that also includes non-hospitality designations, provided that the majority of the approved building rights therein, in square meters, are designated for hospitality use)), allegedly exploited a business opportunity of the Company, as below.

The Shareholder alleges in the Demand Letter, inter alia, that Canada Global entered into real estate purchase transactions in the United States, while the Company had reported publicly that it also operates, in addition to real estate activity in Israel, in the field of development real estate in Russia and Poland. According to the Shareholder, these areas are core business areas of the Company or alternatively adjacent areas of activity. Accordingly, in the Shareholder's view, the Controlling Shareholders should have offered the transactions carried out by Canada Global to the Company. Another main claim of the Shareholder is that the activity delineation arrangement between the Company and the Controlling Shareholders, as approved by the general meeting of the Company's shareholders, expired on March 5, 2020, after three years from the date of its approval. The Shareholder further claims in the Demand Letter that the acts described by him also establish a cause of action for the Company against Canada Global. The Company is reviewing the Demand Letter and formulating its position on it in its corporate bodies, in accordance with the provisions of the law.

Note 6 – Segment Reporting

A. General:

Operating segments are identified on the basis of the internal reports concerning the components of the Group, which are regularly reviewed by the Group's chief operating decision maker for the purpose of allocating resources and assessing the performance of the operating segments. The reporting system provided to the Group's chief operating decision maker for the allocation of resources and evaluation of performance of the different segments is based on geographical regions, the method of marketing the projects, as well as the manner of generating revenues from the project and the operating profit. With respect to projects managed through an investee company in which the Company is a partner and which are presented in the Financial Statements under the equity method, the data are reviewed on the basis of the Company's relative share in the project. General and administrative expenses are not allocated to the Company's segments and therefore appear under "Unallocated expenses."

The Company's operating segments, in accordance with IFRS 8, are as follows:

  • Segment A – Project Construction in Israel: Generates revenues from projects in Israel in which the Group constructs and sells commercial areas and/or offices and/or apartments under the Sale Law as well as revenues from land sales at an opportunistic price.
  • Segment B – Real Estate in Israel: Generates revenues from the Company's activity in the sale and/or marketing of land in Israel.
  • Segment C – Investment Property in Israel: Generates revenues from the Company's activity in leasing and/or land in Israel designated for development for leasing purposes.
  • Segment D – Hotels Segment: Represents the Company's activity in the hotel sector.
  • Segment E – Real Estate in Russia: Represents the Company's activity in a project in Russia.
  • Segment F – Others: Represents primarily the Company's activity in initiating and managing purchase groups in Israel, investing in innovation corporations related to the real estate sector, senior housing, management of parking lots, and a project in Poland.

Note 6 – Segment Reporting (continued):

B. Analysis of Revenues and Results by Operating Segments:

For the six-month period ended June 30, 2025 (unaudited)
Establishing
projects in
Israel
NIS
thousands
Real
property
in Russia
NIS
thousands
Real
property
In Israel
NIS
thousands
Investment
real estate
in Israel
NIS
thousands
Hotels
NIS
thousands
Other
NIS
thousands
Adjustments
NIS
thousands
Total
NIS
thousands
Income 170,751 1,236 105,331 44,078 157,588 10,484 (90,124) 399,344
Sector's results 13,841 1,063 53,763 23,384 413 4,527 (26,682) 70,309
Non-attributable expenses
Financing expenses
Financing income
(35,691)
(102,498)
28,225
Loss before income tax (39,655)
Sector assets 5,570,808 202,690 1,341,903 3,717,552 2,098,817 315,469 (1,457,541) 11,789,698
Sector liabilities (4,075,644) (84,179) (664,725) (1,852,319) (1,696,441) (163,918) 267,146 (8,270,080)

Note 6 - Sector Reporting (cont.)

B. Analysis of income and expenses based on sector of activity: (cont.)

For the six-month period ended June 30, 2024 (unaudited)
Establishing
projects in
Israel
Real
property
in Russia
Land in
Israel
Investment
real estate
in Israel
Hotels Other Adjustments for
consolidated
Total
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS thousands NIS
thousands
Income 259,182 48,709 22,918 37,360 143,945 9,244 (177,158) 344,200
Sector's results 39,138 48,190 12,762 46,715 30,431 (198) (34,204) 142,832
Non-attributable
expenses
Financing
(43,008)
expenses
Financing income
(80,384)
19,389
Profit before
income tax
38,829
Sector assets 4,628,163 241,448 1,199,433 3,196,861 1,112,778 269,634 (1,491,571) 9,156,746
Sector liabilities (3,599,750) (84,179) (522,248) (1,689,530) (893,310) (151,083) 922,428 (6,017,673)

Note 6 - Sector Reporting (cont.)

B. Analysis of income and expenses based on sector of activity: (cont.)

For the three-month period ended June 30, 2025 (unaudited)
Establishing
projects in
Israel
NIS
Real
property
in Russia
NIS
Real
property
In Israel
NIS
Investment
real estate
in Israel
NIS
Hotels
NIS
Other
NIS
Adjustments
NIS
Total
NIS
thousands thousands thousands thousands thousands thousands thousands thousands
Income 54,442 601 51,161 22,246 101,660 4,896 (8,956) 226,050
Sector's results (5,635) 470 23,730 28,807 5,422 5,018 (18,854) 38,959
Non-attributable expenses
Financing expenses
Financing income
(18,604)
(38,182)
9,915
Loss before income tax (7,912)

Note 6 - Sector Reporting (cont.)

B. Analysis of income and expenses based on sector of activity: (cont.)

For the three-month period ended June 30, 2024 (unaudited)
Establishing
projects in
Israel
Real
property
in Russia
Land in
Israel
Investment
real estate
in Israel
Hotels Other Adjustments
for
consolidated
Total
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
Income 96,980 889 9,046 16,962 77,898 2,317 (45,701) 158,391
Sector's results 3,081 3,522 3,839 48,530 16,275 (1,844) (5,892) 67,507
Non-attributable expenses (15,142)
Financing expenses (65,209)
Financing income 11,135
Loss before income tax (1,708)

Note 6 - Sector Reporting (cont.)

B. Analysis of income and expenses based on sector of activity: (cont.)

For the year ended December 31, 2024
Establishing
projects in
Israel
Real
property
In Israel
Investment
real estate
in Israel
Hotels Real
property
in Russia
Other Adjustments
for
consolidated
Total
NIS thousands NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
Income 465,575 54,310 88,619 291,017 57,088 19,982 (202,355) 774,236
Sector's results 51,797 30,775 205,539 33,333 56,020 (3,334) (38,675) 335,456
Non-attributable expenses
Financing expenses
Financing income
Profit before
income tax
(75,204)
(133,280)
91,025
217,997
Sector assets 5,073,846 1,179,779 3,506,612 1,291,253 181,305 290,621 (567,116) 10,956,300
Sector liabilities (4,096,135) (598,434) (1,879,255) (931,172) (84,179) (156,414) 251,677 (7,493,912)
Additional Information:
Appreciation of investment real
estate, net
- - 146,787 - - 725 (120,104) 27,408
Cost of sales (383,434) (17,077) (21,009) (257,682) - (23,982) 344,471 (358,712)
Depreciation and amortization - (10) (997) (53,324) - (71) (676) (55,079)
Financing expenses (236,370) (36,073) (107,578) (51,122) (36,073) (10,398) 345,012 (133,280)

Note 7 - Investments accounted for using the equity method:

A. Summary financial information for a material affiliate - Morgal Investments LLC:

As of June 30 As of December 31
2024
2025 2024
NIS
thousands
NIS
thousands
NIS thousands
(Unaudited)
Current assets 25,886 162,237 25,198
Non-current assets 284,287 283,470 237,306
Current liabilities (25,865) (72,527) (26,626)
Non-current liabilities (71,443) (102,187) (50,984)
Capital attributed to shareholders (212,865) (270,994) (184,894)
Company's share of equity, net 106,432 135,497 92,447
Loans and other adjustments 41,484 50,353 43,582
Carrying amount of the investment in the
associate
147,916 185,850 136,029

The following are the amounts as they appear in the reports of the affiliate:

months For a period of six
ended
June 30
For a period of three
months
June 30
Year
ended
December 31
2025 2024 2025 2024 2024
NIS
thousands
NIS
thousands
NIS
thousands
NIS
thousands
NIS thousands
(Unaudited) (Unaudited) (Audited)
Income 47 97,418 - 1,778 98,556
Gross profit 47 97,418 - 1,778 98,556
Operating profit (loss) (5,688) 103,172 (3,124) 5,447 101,852
Profit (loss) after tax (8,429) 76,925 (4,747) 1,011 33,048
Profit (loss) belonging
to shareholders
(8,429) 76,925 (4,747) 1,011 33,048
Company's share of
profit (loss)
(4,215) 38,462 (2,374) 505 16,524

Note 7 - Investments accounted for using the equity method (cont.):

B. Summary financial information for a material affiliate - Vertical City Ltd.:

The following are the amounts as they appear in the reports of the affiliate:

The financial statements of the associated company are attached to the Company's reports in accordance with Article 23(a).

As of
June 30
As of
December 31
2025 2024
2024
NIS
NIS
NIS
thousands thousands thousands
(Unaudited) (Audited)
Current assets 714,122 758,844 726,612
Non-current assets 1,035,906 781,054 1,021,636
Current liabilities (805,071) (809,407) (800,674)
Non-current liabilities (582,158) (628,520) (565,528)
Capital attributed to shareholders (362,799) (101,971) (382,046)
Company's share of equity, net 202,805 57,001 213,564
Loans and other adjustments 267,007 354,036 260,911
Carrying amount of the investment in the
associate
469,812 411,037 474,475
For a period of six
months
ended
June 30
For a period of three
months
ended
June 30
Year
ended
December 31
2025 2024 2025 2024 2024
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Audited)
Income - - - - -
Gross profit - - - - -
Operating profit (loss) (28,067) (12,010) (13,738) (913) 187,083
Profit (loss) after tax (19,247) (8,561) (8,900) (299) 146,738
Profit (loss) belonging
to partners
(19,247) (8,561) (8,900) (299) 146,738
Company's share in
profit (loss)
(10,759) (4,786) (4,975) (167) 82,027

Note 7 - Investments accounted for using the equity method (cont.):

C. Summary financial information for a material affiliate - Israel Canada Rem Projects Ltd. (ICR):

The following are the amounts as they appear in the reports of the affiliate:

The financial statements of the associated company are attached to the Company's reports in accordance with Article 23(a).

As of
June 30
As of December 31
2025 2024 2024
NIS
thousands
NIS
thousands
NIS thousands
(Unaudited) (Audited)
Current assets 3,210,358 3,128,346 3,217,275
Non-current assets 244,554 103,927 112,207
Current liabilities (2,537,059) (2,437,395) (2,410,600)
Non-current liabilities (361,651) (512,840) (375,464)
Capital attributed to shareholders (556,202) (282,038) (543,418)
Company's share of equity, net 236,386 141,019 230,952
Loans and other adjustments 98,564 162,843 102,562
Carrying amount of the investment in
the associate
334,950 303,862 333,514
For a period of six
months
ended
June 30
For a period of three
months
ended
June 30
Year
ended
December 31
2025 2024 2025 2024 2024
NIS NIS NIS NIS NIS
thousands thousands thousands thousands thousands
(Unaudited) (Unaudited) (Audited)
Income 319,435 435,412 99,231 184,591 841,662
Gross profit 70,861 87,654 20,500 38,412 132,737
Operating profit 59,286 77,447 19,404 28,411 121,224
Profit (loss) after tax 13,158 31,289 (1,313) 7,667 35,608
Profit (loss) belonging
to partners
13,158 31,289 (1,313) 7,667 35,608
The Company's share
in the profit (loss)
5,903 15,644 (817) 3,833 20,013

Note 8 - Approval of reports

The financial statements were approved for publication on August 26, 2025 by the Company's Board of Directors.

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