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Electra Ltd. — Interim / Quarterly Report 2026
May 27, 2026
6766_rns_2026-05-27_222d885d-de9d-4bac-b3e8-b5f3e8c31a36.pdf
Interim / Quarterly Report
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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Summary of Financial Statements as of March 31, 2026
Electra Consumer Products (1970) Ltd.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Electra Consumer Products in Numbers
1.9B
Revenues in the reporting period
198M
EBITDA in the reporting period
40M
Dividend paid
965M
Financial debt (excluding IFRS-16)
8B
Total company balance sheet
1.07B
Company equity
353
Branches
7K
Number of employees
ilAA-
S&P Rating
Electrical Retail Segment
97
Branches
- Mahsanei Hashmal
- 72 branches
- Shekem Electric
- 2 branches
- Shekem Electric Duty Free
- 23 branches
56K sqm
Gross retail space
11.2%
Rate of change in identical branches that operated fully

Food Retail Segment
151
Branches
186K sqm
Gross retail space
2.4%
Rate of change in identical branches during the reporting period

Sport and Leisure Segment
105
Branches
- Adidas
- 39 branches
- Shivlim
- 19 branches
- Ripcurl
- 4 branches
- Columbia
- 26 branches
- Outsiders
- 14 branches
- Boarderline
- 3 branches
30K sqm
Gross retail space
1.7%
Rate of change in identical branches that operated fully

Table of Contents
- Chapter A - Board of Directors Report on the State of the Corporation's Affairs
- Chapter B - Interim Consolidated Financial Statements of the Corporation as of March 31, 2026
- Chapter C - Separate Financial Statements of the Corporation as of March 31, 2026
- Chapter D - Report on the Effectiveness of Internal Control
Chapter A
Board of Directors Report on the State of the Corporation's Affairs
5/27/2026 | 4:55:30 AM | v1.2.5
Board of Directors' Report on the State of the Corporation's Affairs
For the period ended March 31, 2026
Electra Consumer Products (1970) Ltd.
Board of Directors' Report
For the three months ended March 31, 2026
The Board of Directors of Electra Consumer Products (1970) Ltd. is pleased to submit the Board of Directors' Report on the business state of the Company and its consolidated companies (hereinafter - "the Group") for the three-month period ended March 31, 2026 (hereinafter: "the Report Period"). The review presented below is limited in its scope and refers to events and changes that occurred in the state of the Company's affairs during the Report Period and should be reviewed together with the Periodic report for the year ended December 31, 2025 ("the Company's 2025 Periodic report").
1. Description of the Group's Business
The Group operates in five segments of activity, which are also reported as operating segments in its financial statements, as follows:
Electrical Consumer Products Segment
Import, manufacture, marketing, sale and distribution of electrical consumer products and providing service for products.
Electrical Retail Segment
Operating retail marketing chains for the sale of electrical consumer products, cell phones and cellular accessories through "Mahsanei Hashmal", "Shekem Electric" and "Shekem Duty".
Food Retail Segment
Operating a retail marketing chain for food products and other consumer products, operating under the Carrefour brand through Global Retail K.Y. Ltd. (hereinafter: "Global Retail").
Sports and Leisure Segment
Operating marketing chains, import, manufacture, marketing and distribution of equipment and clothing and footwear products for travelers, camping, skiing and snowboarding, field and leisure sports, through Saar A.T. Entrepreneurship and Commerce Ltd. (hereinafter: "Saar") and also, operating a chain of franchise stores of the Adidas brand (hereinafter: "Adidas").




Investment Property Segment
Development, enhancement and establishment of investment property.

- 1 -
Board of Directors' Report on the State of the Corporation's Affairs
For the period ended March 31, 2026
2. Results of Operations:
The Group summarizes the first quarter of 2026 with a growth of approximately 6.2% in revenues which totaled approximately NIS 1.9 billion, with an increase in operating profit (before other income) which totaled approximately 96 million NIS and with an increase in EBITDA (excluding IFRS 16) which totaled approximately 102 million NIS, despite the impact of the "Lion's Roar" operation on some of the Group's activities.
2.1 Below is a summary of business results for the Report Period (in millions of NIS):
| Item | 1-3/2026 millions of NIS | 1-3/2025 millions of NIS | Board of Directors' Explanations |
|---|---|---|---|
| Revenues from sales and services | 1,866 | 1,756 | Company revenues increased by 6.2% compared to the corresponding quarter last year. The increase in revenues stemmed from a growth in revenues in the electrical retail segment and the food segment, which was partially offset by a decrease in sales in the electrical consumer products segment. See segments note and section 3 below. |
| Gross profit | 549 | 519 | The main increase in gross profit stemmed from an improvement in the gross profit in the electrical retail segment, food segment and sports and leisure segment, mainly as a result of an increase in the revenue turnover as mentioned, which was partially offset by a decrease in the gross profit in the electrical consumer products segment. |
| % Gross profit | 29.4% | 29.6% | |
| Selling and marketing expenses | (428) | (396) | The increase in selling and marketing expenses stemmed mainly from growth in the electrical retail segment and the food segment as a result of a growth in sales turnover and the opening of new branches. |
| General and administrative expenses | (25) | (29) | The decrease in general and administrative expenses stemmed mainly from the organizational change carried out in the Company at the beginning of 2025. |
| Operating profit before other income, net | 96 | 94 | |
| % Operating profit before other income, net | 5.2% | 5.4% | |
| Other income, net | 3 | 41 | See detail in section 2.2 below; last year the main other income stemmed from revaluation of investment property as well as from the realization of branches in the food segment. |
| Operating profit | 99 | 135 |
| Item | 1-3/2026 millions of NIS | 1-3/2025 millions of NIS | Board of Directors' Explanations |
|---|---|---|---|
| % Operating profit | 5.3% | 7.7% | |
| Financing expenses, net | (58) | (62) | The decrease stemmed mainly from a decrease in interest expenses regarding long-term loans and in interest expenses regarding BONDS due to repayments and a decrease in financing expenses regarding IFRS 16 following the shortening of lease periods. The decrease was partially offset by an increase in interest expenses on short-term loans. |
| Profit before taxes on income | 41 | 73 | |
| Taxes on income | (7) | (14) | The decrease in tax expenses stemmed mainly from the decrease in profit before tax. |
| Net profit from continuing operations | 34 | 59 | |
| Loss from discontinued operations | - | (34) | The loss from discontinued operations in the first quarter of last year stemmed mainly from the reduction of heat pump production lines, see note 5b in the consolidated interim financial statements. |
| Net profit | 34 | 25 | |
| % Net profit | 1.8% | 1.4% | |
| Net profit attributable to the company's shareholders | 26 | 21 | |
| Net profit attributable to the company's shareholders from continuing operations | 26 | 55 | |
| EBITDA | 198 | 190 | |
| EBITDA excluding IFRS 16 effects | 102 | 97 |
Board of Directors' Report on the State of the Corporation's Affairs
2.2 Below is the detail of other income (expenses) composition:
| First Quarter | ||
|---|---|---|
| 2026 | 2025 | |
| millions of NIS | ||
| Increase (decrease) in value of investment property | (1) | 30 |
| Capital gain from realization of fixed assets | (*) | 7 |
| Income (expenses) regarding legal claims (**) | 1 | (1) |
| Other | 3 | 5 |
| Total | 3 | 41 |
) Amount less than 1 million NIS.
*) For additional information regarding legal claims see note 6 to the consolidated interim financial statements.
Board of Directors' Report on the State of the Corporation's Affairs For the period ended March 31, 2026
3. Reporting on Business Segments
3.1 Summary of the Group's results by segments of activity:
| For the three months ended March 31, 2026 | Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sports and Leisure Segment | Investment Property Segment | Adjustments and other | Total |
|---|---|---|---|---|---|---|---|
| millions of NIS | |||||||
| Total revenues | 233 | 669 | 860 | 135 | 3 | (34) | 1,866 |
| Segmental profit | 16 | 33 | 42 | 14 | 2 | - | 107 |
| % of revenues | 7.0% | 5.0% | 4.8% | 10.5% | - | - | 5.8% |
| Unallocated common expenses | (8) | ||||||
| Operating profit | 99 | ||||||
| EBITDA | 21 | 49 | 101 | 32 | 3 | (8) | 198 |
| EBITDA without IFRS 16 | 19 | 35 | 38 | 15 | 3 | (8) | 102 |
| For the three months ended March 31, 2025 | Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sports and Leisure Segment | Investment Property Segment | Adjustments and other | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| millions of NIS | |||||||
| Total revenues | 246 | 604 | 799 | 134 | 3 | (30) | 1,756 |
| Segmental profit | 25 | 27 | 42 | 18 | 33 | 1 | 146 |
| % of revenues | 10% | 4.4% | 5.3% | 13.1% | - | - | 8.3% |
| Unallocated common expenses | (11) | ||||||
| Operating profit | 135 | ||||||
| EBITDA | 31 | 41 | 93 | 32 | 3 | (10) | 190 |
| EBITDA without IFRS 16 | 29 | 29 | 31 | 17 | 3 | (12) | 97 |
*) EBITDA is calculated as profit before depreciation and amortization, financing expenses, net, other income (expenses) and taxes on income.
5/27/2026 (4:55:32 AM) v1.2.5
Board of Directors' Report on the State of the Corporation's Affairs For the period ended March 31, 2026
3.2 Explanation regarding the data appearing in the table
3.2.1 Electrical Retail
The sales turnover in the report period amounted to a total of NIS 669 million compared to a total of NIS 604 million in the corresponding period last year, representing a growth of approx. 10.7%. The increase in sales was mainly due to an increase in same-store sales, sales from new stores, the timing of the Passover holiday, an increase in sales of direct import products, and an increase in online sales compared to the corresponding period last year, and this despite the fact that the duty-free shops were closed during the "Lion's Roar" operation, see section 7.1 below.
Same-store sales in the sector in the report period increased compared to the corresponding period last year by a rate of approx. 5.3%. Same-store sales in the sector which were fully operational (neutralizing duty-free sales which were closed during the "Lion's Roar" operation) increased by a rate of approx. 11.2%.
Sales per sqm in same-stores amounted to NIS 4,980 per sqm on a monthly average compared to NIS 5,093 per sqm in the corresponding period last year. Neutralizing the duty-free shops, sales per sqm in same-stores amounted to NIS 4.753 per sqm on a monthly average compared to NIS 4.575 per sqm in the corresponding period last year.
The segment profit in the report period amounted to NIS 33 million, representing approx. 5.0% of turnover, compared to NIS 27 million in the corresponding period last year, representing approx. 4.4% of turnover. The increase in segment profit was mainly due to an increase in same-store sales and an increase in sales of direct import products.
| Electrical Retail Sector in NIS millions | 31.3.2026 | 31.3.2025 | 31.12.2025 | |
|---|---|---|---|---|
| General Data | ||||
| Number of franchised branches | 1 | 1 | 1 | |
| Number of directly operated branches | 97 | 90 | 96 | |
| Gross trading area (sqm) | 56,292 | 53,226 | 56,133 | |
| Net trading area (sqm) | 38,558 | 35,800 | 38,314 | |
| Human Capital | Branches | 1,171 | 1,029 | 1,157 |
| Other | 145 | 130 | 146 | |
| Results of activity | ||||
| Income | 669 | 604 | 2,773 | |
| Cost of sales | 501 | 456 | 2,114 | |
| Variables | ||||
| Rent (according to gross trading area as specified above) | After application of IFRS 16 standard (*) | 11 | 9 | 51 |
| Without application of IFRS 16 | 23 | 20 | 98 | |
| Total salary expenses attributed to retail activity (including expenses for contract workers) | 63 | 58 | 256 | |
| Depreciation expenses after application of IFRS 16 standard | 15 | 15 | 62 | |
| Segment profit | 33 | 27 | 122 | |
| Deficit in operating working capital (**) | (266) | (224) | (257) | |
| Data regarding revenue and sales | ||||
| Income per monthly average sqm in NIS | 4,753 | 4,575 | 5,930 | |
| Rate of change in same-store income (%) | 11.2% | (2.2%) | 2.1% |
() Includes variable rent and does not include depreciation and finance expenses.
(*) Inventory balance and customer balance less supplier balance.
| Changes | For the quarter ended on | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| Growth at the Group level | |||
| Rate of change in net trading areas / sales floor | 7.7% | 15% | 12.1% |
| Rate of change in same-store income | 11.2% | (2.2%) | 2.1% |
3.2.2 Food Retail
The sales turnover in the report period amounted to NIS 860 million compared to NIS 799 million in the corresponding period last year, an increase of approx. 7.6%. The increase in sales turnover was mainly due to an increase in same-store sales and sales from new stores, which were affected by the timing of the Passover holiday and the "Lion's Roar" operation, and was partially offset by branches sold during 2025.
Same-store sales in this sector which were fully operational in the report period increased by a rate of approx. 2.4% compared to the corresponding period last year.
Sales per sqm in the report period amounted to NIS 30,237 per sqm on an annual average compared to NIS 29,529 per sqm on an annual average in the corresponding period last year, an increase of approx. 2.4%.
The segment profit amounted in the report period and in the corresponding period last year to a total of NIS 42 million and represents 4.8% and 5.3%, respectively, of revenue turnover.
The food retail sector presents in the first quarter of 2026 EBITDA neutralizing IFRS 16 in the amount of NIS 38 million, compared to EBITDA neutralizing IFRS 16 in the amount of NIS 31 million in the corresponding quarter last year.
In the first quarter of 2026, Global Retail Group presented (the food retail sector neutralizing adjustment of excess cost and sector adjustments) an operating profit before other income of approx. NIS 40 million and a net profit of approx. NIS 6 million, compared to an operating profit before other income of approx. NIS 35 million and a net profit of 5.3 million NIS in the corresponding period last year, respectively.
| Food Retail Sector in NIS millions | 31.3.2026 | 31.3.2025 | 31.12.2025 | |
|---|---|---|---|---|
| General Data | ||||
| Number of directly operated branches | 151 | 145 | 150 | |
| Gross trading area (sqm) | 185,522 | 168,586 | 182,526 | |
| Net trading area (sqm) | 122,121 | 111,458 | 119,941 | |
| Human Capital | Branches | 3,735 | 3,932 | 3,944 |
| Other | 66 | 65 | 63 | |
| Results of activity | ||||
| Income | Direct Operation | 848 | 790 | 3,249 |
| Other income | 12 | 9 | 37 | |
| Cost of sales | Variable costs | 621 | 573 | 2,306 |
| Food Retail Sector in NIS millions | 31.3.2026 | 31.3.2025 | 31.12.2025 | |
|---|---|---|---|---|
| Rent (according to gross trading area as specified above) | After application of IFRS 16 standard (*) | 6 | 3 | 16 |
| Without application of IFRS 16 | 67 | 61 | 254 | |
| Total salary expenses attributed to retail activity employees (including expenses for contract workers) | 114 | 108 | 451 | |
| Depreciation expenses after application of IFRS 16 standard | 63 | 59 | 227 | |
| Segment profit | 42 | 42 | 161 | |
| Deficit in operating working capital (**) | (551) | (486) | (570) | |
| Data regarding revenue and sales | ||||
| Annual revenue per sqm (in NIS) | 30,237 | 29,529 | 28,956 | |
| Rate of change in same-store income (%) | 2.4% | 2.0% | (1.4%) |
() Includes rent as a percentage of revenue (variable rent) and management fees.
(*) Inventory and customer balances less liabilities to suppliers and other payables.
| Changes | For the quarter ended on | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| Growth at the Group level | |||
| Rate of change in net trading areas / sales floor | 9.6% | (1.39%) | 0.86% |
| Rate of change in same-store income | 2.4% | 2.0% | (1.4%) |
Board of Directors' Report on the State of the Corporation's Affairs
3.2.3 Sports and Leisure
The sales turnover in the report period amounted to a total of NIS 135 million compared to a total of NIS 134 million in the corresponding period last year, an increase of approx. $0.4\%$ . The growth in segment sales was due to an increase in income mainly in the wholesale and online field, which was partially offset by a decrease in actual store sales as a result of the "Lion's Roar" operation, see section 7.1 below.
Same-store sales in the sector in the report period decreased by a rate of approx. $3.4\%$ compared to the corresponding period last year, mainly as a result of store closures at the beginning of the "Lion's Roar" operation days. Neutralizing the "Lion's Roar" operation days in which the stores were closed, same-store sales in the sector which were fully operational increased by a rate of approx. $1.7\%$ compared to the corresponding period last year.
Sales per sqm in same-stores amounted in the report period to NIS 1,554 per sqm on a monthly average compared to NIS 1,670 per sqm in the corresponding period last year. Neutralizing the "Lion's Roar" operation days in which the stores were closed, sales per sqm in same-stores amounted to NIS 1,530 per sqm on a monthly average compared to NIS 1,558 per sqm in the corresponding period last year.
The segment profit in the report period amounted to NIS 14 million and represents approx. $10.5\%$ of income turnover compared to a profit of NIS 18 million representing approx. $13.1\%$ of income turnover in the corresponding period last year. The decrease in segment profit resulted mainly from the decrease in actual store sales as a result of the "Lion's Roar" operation, as mentioned above.
| Sports and Leisure Sector in NIS millions | 31.3.2026 | 31.3.2025 | 31.12.2025 | |
|---|---|---|---|---|
| General Data | ||||
| Number of directly operated branches | 105 | 98 | 104 | |
| Gross trading area (sqm) | 29,824 | 29,513 | 29,632 | |
| Net trading area (sqm) | 22,874 | 23,222 | 22,683 | |
| Human Capital | Branches | 695 | 732 | 760 |
| Other | 107 | 79 | 105 | |
| Results of activity | ||||
| Income | Direct Operation | 109 | 110 | 446 |
| Wholesale | 26 | 24 | 96 | |
| Cost of sales | 56 | 58 | 242 | |
| Rent (according to gross trading area as specified above) | After application of IFRS 16 standard (*) | 7 | 6 | 27 |
| Without application of IFRS 16 | 23 | 20 | 90 | |
| Total salary expenses attributed to retail activity employees (including expenses for contract workers) | 15 | 16 | 65 | |
| Depreciation expenses after application of IFRS 16 standard | 17 | 16 | 69 | |
| Segment profit | 14 | 18 | 53 | |
| Operating working capital (**) | 125 | 109 | 151 | |
| Data regarding revenue and sales | ||||
| Income per monthly average sqm in NIS | 1,530 | 1,558 | 1,561 | |
| Rate of change in same-store income (%) | 1.7% | 10% | 2% |
() Includes variable rent and does not include depreciation and finance expenses.
(*) Inventory balance and customer balance less supplier balance.
| Changes | For the quarter ended on | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| Growth at the Group level | |||
| Rate of change in net trading areas / sales floor | (1.5%) | 0.1% | 2% |
| Rate of change in same-store income | 1.7% | 10% | 2% |
5/27/2026 | 4:55:33 AM | v1.2.5
3.2.4 Electrical Consumer Products
Sales turnover in the report period amounted to NIS 233 million compared to NIS 246 million in the corresponding period last year, a decrease of approximately 5.3%. The decrease in revenue was mainly due to the impact of the "Lion's Roar" operation on the air conditioning field, which led to a decrease in installations and supplies for residential projects.
Segment profit amounted to NIS 16 million in the report period compared to a segment profit of NIS 25 million in the corresponding period last year. The decrease in segment profit was mainly due to the decrease in sales as mentioned above and a decrease in the gross profit margin, mainly as a result of a change in the sales mix. During the report period, the company increased the volume of project order backlog in the air conditioning field compared to the corresponding period last year.
3.2.5 Investment Property
Sales turnover in the report period and the corresponding period last year amounted to NIS 3 million.
Segment profit amounted to NIS 2 million in the report period compared to a segment profit of NIS 33 million in the corresponding period last year. The decrease in segment profit resulted mainly from an increase in the value of investment property owned by the company which was included in the corresponding period last year.
4. Impact of the Implementation of International Financial Reporting Standard No. 16 - Leases
Impact of International Financial Reporting Standard No. 16 - Leases on the Consolidated Statement of Profit and Loss (in NIS millions)
| March 31, 2026 | March 31, 2025 | December 31, 2025 | ||||
|---|---|---|---|---|---|---|
| As reported | Without standard impact | As reported | Without standard impact | As reported | Without standard impact | |
| Operating Profit | 99 | 73 | 135 | 108 | 433 | 307 |
| Financing expenses, net | (58) | (25) | (62) | (25) | (249) | (97) |
| Profit before taxes on income | 41 | 48 | 73 | 83 | 184 | 210 |
| Taxes on income | (7) | (7) | (14) | (14) | (28) | (28) |
| Net profit from continuing operations | 34 | 41 | 59 | 69 | 156 | 182 |
| Loss from discontinued operations | - | - | (34) | (34) | (40) | (40) |
| Net profit | 34 | 41 | 25 | 35 | 116 | 142 |
| March 31, 2026 | March 31, 2025 | December 31, 2025 | ||||
|---|---|---|---|---|---|---|
| As reported | Without standard impact | As reported | Without standard impact | As reported | Without standard impact | |
| Net profit attributable to the company's shareholders | 26 | 30 | 21 | 24 | 100 | 102 |
| EBITDA | 198 | 102 | 190 | 97 | 759 | 377 |
Below is a breakdown of the adjustments made in order to present the results without the impact of International Financial Reporting Standard No. 16 - Leases:
| For the three months ended March 31 | For the year ended December 31 | ||
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| NIS millions | |||
| Operating profit as reported | 99 | 135 | 433 |
| Addition of rent expenses resulting from cancellation of IFRS 16 implementation impacts | (96) | (93) | (382) |
| Cancellation of IFRS 16 depreciation impacts | 70 | 66 | 273 |
| Cancellation of other income resulting from contract reduction | - | - | (17) |
| Operating profit excluding IFRS 16 impacts | 73 | 108 | 307 |
| Cancellation of financing expenses impact under IFRS 16 scope | 33 | 37 | 152 |
| EBITDA as reported | 198 | 190 | 759 |
| Inclusion of rent expenses | 96 | 93 | 382 |
| EBITDA excluding IFRS 16 impacts | 102 | 97 | 377 |
- 10 -
Board of Directors' Explanations of the Company's Business Position
5. Financial Position:
5.1 Summary Statement of Financial Position
| Item | As of March 31, 2026 | As of December 31, 2025 | Board of Directors' Explanations |
|---|---|---|---|
| In NIS millions | |||
| Current assets | 2,341 | 2,145 | The increase resulted mainly from a rise in inventory balances in the amount of NIS 143 million due to seasonality, stocking for the Passover holiday and growth in activity volumes, an increase in receivables and debit balances, and an increase in customers. |
| Non-current assets | 5,630 | 5,638 | The decrease resulted mainly from a reduction in right-of-use assets and intangible assets, offset by an increase in fixed assets. |
| Current liabilities | 3,867 | 3,653 | The increase resulted from a rise in the suppliers item mainly as a result of inventory stocking as mentioned above, from an increase in credit from banking and other corporations, and from dividend payable. |
| Non-current liabilities | 3,034 | 3,072 | The decrease resulted mainly from a reduction in loans from banking and other corporations and in lease liabilities. |
| Item | As of March 31, 2026 | As of December 31, 2025 | Board of Directors' Explanations |
|---|---|---|---|
| In NIS millions | |||
| Equity | 1,070 | 1,058 | The increase resulted mainly from total profit for the period in the amount of NIS 34 million and from a transaction with non-controlling interests in the amount of NIS 51 million, offset by dividend distribution to the company's shareholders in the amount of NIS 40 million, dividend to non-controlling interest holders in the amount of NIS 15 million and purchase of treasury shares in the amount of NIS 18 million. |
| Net financial debt | 3,432 | 3,408 | The increase resulted mainly from fixed asset investments, payment of dividends to company shareholders and non-controlling interest holders, and treasury share purchases, which were partially offset by proceeds from a capital issuance in a subsidiary and positive cash flow from operating activities. |
| Net financial debt excluding IFRS 16 | 965 | 929 | See net financial debt above. |
5.2 Segment Assets and Liabilities
| March 31, 2026 | ||||||
|---|---|---|---|---|---|---|
| NIS millions | ||||||
| Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sport and Leisure Segment | Investment Property Segment, Adjustments and Other | Total | |
| Current assets | 1,038 | 887 | 573 | 270 | (427) | 2,341 |
| Non-current assets | 296 | 552 | 3,877 | 505 | 400 | 5,630 |
| Current liabilities | 675 | 1,423 | 1,681 | 270 | (182) | 3,867 |
| Non-current liabilities | 123 | 312 | 2,067 | 259 | 273 | 3,034 |
| Net financial asset (debt) | (245) | (364) | (2,206) | (341) | (276) | (3,432) |
| Net financial asset (debt) excluding IFRS16 | (225) | (82) | (345) | (37) | (276) | (965) |
| December 31, 2025 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| NIS millions | ||||||
| Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sport and Leisure Segment | Investment Property Segment, Adjustments and Other | Total | |
| Current assets | 921 | 860 | 422 | 283 | (341) | 2,145 |
| Non-current assets | 292 | 533 | 3,848 | 483 | 482 | 5,638 |
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| NIS millions | ||||||
| Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sport and Leisure Segment | Investment Property Segment, Adjustments and Other | Total | |
| Current liabilities | 557 | 1,375 | 1,610 | 258 | (147) | 3,653 |
| Non-current liabilities | 123 | 298 | 2,136 | 239 | 276 | 3,072 |
| Net financial debt | (227) | (248) | (2,383) | (317) | (233) | (3,408) |
| Net financial debt excluding IFRS16 | (206) | 17 | (471) | (36) | (233) | (929) |
S/27/2026 (4:55:34 AM) v1.2.5
6. Distribution of Funding Sources
6.1 Below is a summary of the cash flow:
| Item | 1-3/2026 NIS millions | 1-3/2025 NIS millions | Board of Directors' Explanations |
|---|---|---|---|
| Net cash provided by operating activities | 44 | 101 | Net cash provided by operating activities in the reporting period amounted to NIS 44 million compared to a total of NIS 101 million in the corresponding period last year. The decrease in cash flow from operating activities was mainly due to changes in working capital items and was partially offset by an increase in profit during the reporting period compared to last year. |
| Net cash provided by (used for) investing activities | (39) | 205 | Net cash used for investing activities in the reporting period was mainly used for investment in fixed assets in the amount of NIS 37 million. Last year, most of the cash resulted from the repayment of deposits, disposal of marketable securities, and disposal of fixed assets. |
| Net cash provided by (used for) financing activities | 5 | (278) | Net cash provided by financing activities in the reporting period resulted mainly from the issuance of capital to non-controlling interests in the amount of NIS 51 million and from receiving short-term credit from banking corporations, net, in the amount of NIS 70 million, and was partially offset mainly by the repayment of lease liabilities in the amount of NIS 62 million, repayment of long-term loans from banking corporations and others in the amount of NIS 25 million, and from the self-purchase of the company's shares in the amount of NIS 18 million. |
| Total increase in cash | 10 | 28 |
6.2. Working Capital Deficit
As of March 31, 2026, the company has a negative (net) working capital (current assets less current liabilities) in the amount of approximately NIS 1,526 million in its interim consolidated financial statements, and a negative (net) operational working capital in its interim consolidated financial statements, characterizing such retail activity of the company, in the amount of NIS 247 million. Also, as of that date, the company has a negative (net) working capital (current assets less current liabilities) in the amount of NIS 236 million as well as a negative (net) operational working capital according to the separate (solo) financial information of the company in the amount of NIS 8 million.
Excluding the food segment, the company has a negative (net) working capital (current assets less current liabilities) in the amount of NIS 418 million, and a positive (net) operational working capital in the amount of NIS 419 million.
The Company's Board of Directors conducted an examination to determine whether the aforementioned factual situation indicates a liquidity problem, during which the Company's funding sources for the repayment of existing and expected liabilities were examined based on a projected cash flow presented to the Board of Directors. In accordance with the above, the Board determined that the deficit in working capital and the deficit in operational working capital as stated do not indicate a liquidity problem in the Company, and therefore no warning sign exists in the Company, as the term is defined in Regulation 10(b)(14) of the Report Regulations. For further details, see Note 4i to the interim consolidated financial statements.
7. Material Events During and After the Reporting Period
7.1 Implications of Operation "Lion's Roar"
On February 28, 2026, Operation "Lion's Roar" began, in which the State of Israel and the United States attacked strategic targets in Iran, an attack which was answered by an extensive counter-attack by Iran and its proxies on the territory of the State of Israel that led to restrictions on the home front, including the temporary closure of businesses, closure of the skies, and mobilization of reservists. With the outbreak of the operation, and in accordance with the Home Front Command guidelines, the Group's stores in the sports and leisure segment were closed for several days and were then partially opened, and in April 2026 returned to full operations. In addition, the Group's duty-free stores were closed from the outbreak of the operation and returned to activity only during April 2026, and there was also a slowdown in the electrical consumer products segment due to the operation's impact on the air conditioning field, which led to a decrease in installations and deliveries for residential projects. On the other hand, during the operation period, a positive impact was felt in the food segment and in the electrical retail activity (except for duty-free stores). As of the date of publication of the report on the financial position, the company has returned to full activity.
7.2 The Rise in Inflation and Interest Rates
From the beginning of 2026 until the balance sheet date, the Consumer Price Index (based on the "known" index) decreased by approximately 0.1%. As of the date of approval of the report on the financial position, the bank of Israel interest stands at 3.75%, in accordance with the decision of the Monetary Committee of the Bank of Israel dated May 25, 2026, under which it was decided to reduce the interest rate by 0.25%.
The company has long-term liabilities to banking corporations and others in the amount of NIS 247 million linked to the Prime interest rate (of which NIS 246 million is associated with the Global Retail Group) and short-term liabilities to banking corporations in the amount of NIS 546 million linked to the Prime interest rate, against which the company does not hold cash balances or deposits. During the reporting period, the company recorded financing expenses, net, in the amount of approximately NIS 13 million regarding these balances.
In addition, the company pays rent to property owners for branches and offices which is mostly linked to the Consumer Price Index, where every 1% increase in the Consumer Price Index is expected to increase rent expenses by NIS 4 million on an annual basis, both in terms of the impact on the company's results and in terms of the impact on the company's cash flow.
At the same time, the group's financial strength, along with its cash balance and the high ongoing cash flow it generates, will allow it to continue financing its activities and meeting its liabilities.
The company's assessments regarding the implications of Operation "Lion's Roar" and the effects of inflation and the interest rate constitute "forward-looking information", as defined in the Securities Law, 1968, based, among other things, on the company's assessments and estimates based on information available to it as of the report date, taking into account past experience and the knowledge it has accumulated, as well as various assessments regarding the state of the markets in which the company operates and the impact of external factors beyond the company's control. The company's assessments and their scope as stated may not materialize, in whole or in part, or may materialize differently, and even materially, than anticipated, as a result of factors beyond the company's control and/or known to it at the report date and/or the company's business environment and/or due to the realization of all or part of the risk factors as described in Section 26 of Part A of the company's periodic report for 2025.
7.3 Dividend
On March 24, 2026, the company declared a dividend distribution in the amount of NIS 40 million, reflecting NIS 1.73 per share. The dividend was paid on April 14, 2026.
7.4 Matters Concerning the Global Retail K.Y. Ltd. Group
A. On February 19, 2026, a capital raising round from all Global Retail shareholders was approved by the Global Retail Board of Directors, according to their relative share, in the amount of NIS 100 million. As of the date of the report on the financial position, the raising was completed and the full amount of the said capital raising was received. The proceeds of the raising will be used by Global Retail mainly for the repayment of bank debts, the spreading of the remaining bank debt, and the reduction of interest costs. Global Retail is working to raise additional capital from an external investor, as much as possible, within a period of 12 months.
B. During January 2026, the Ministry of Economy published the "Israel's Basket" tender. In February 2026, Global Retail was informed of its winning the tender, and as of mid-April 2026, it offers the basket in 52 of its branches. In the period since the launch of the basket, there has been an evident increase in customer traffic and growth in sales in the branches offering the basket.
C. During the reporting period, Global Retail won a tender to operate a supply system and digital order interface for the Ministry of Defense, for the supply of food and equipment to about 200 "Lounge" rooms spread across the country. The tender is expected to start operating during the third quarter of 2026. The scope of the agreement is estimated at approximately NIS 35 million, for an initial period of one year, with an option to extend for up to four additional years, with a cumulative potential of up to approximately NIS 175 million over the life of the agreement.
For details regarding additional matters related to Global Retail including an engagement with a third party regarding the sale of 9 stores, see Note 4a to the interim consolidated financial statements.
The company's assessments regarding the impact of the "Israel's Basket" tender on the growth in sales in the participating stores, as well as regarding the commencement date of the tender for the Ministry of Defense, the scope of the agreement, its period, the possibility of its extension, and the cumulative potential arising from it, constitute "forward-looking information", as defined in the Securities Law, 1968, based, among other things, on the company's assessments and estimates based on information available to it as of the report date, taking into account sales and activity data accumulated until the report date, the terms of engagement, its operational and logistical assessments, past experience and knowledge accumulated by it, as well as various assessments regarding consumer behavior, competitive conditions, the impact of the tender on the activity of the participating branches, the project's implementation method, actual volumes of activity, the fulfillment of conditions for the continuation and extension of the engagement, and changes in sales volume that depend on several material factors, some of which are external to the company. The company's assessments and their scope as stated may not materialize, in whole or in part, or may materialize differently, and even materially, than anticipated, as a result of factors beyond the company's control and/or known to it as of the report date, including changes in demand, product mix, competitive conditions, tender conditions, consumer behavior, the service procurer's requirements, delays in setup or operation, changes in activity volumes, non-realization of option periods, budgetary or operational changes and/or due to the realization of all or part of the risk factors as described in Section 26 of Part A of the company's periodic report for 2025.
7.5
In March 2026, the company entered into an agreement with a third party in connection with the investment property in its ownership, for the initiation and promotion of a new city building plan to improve the land; for
details, see Note 4c in the interim consolidated financial statements and the company's immediate report dated March 24, 2026 (reference number: 2026-01-026344).
7.6 On May 11, 2026, the company published a shelf prospectus, bearing the date May 12, 2026, by virtue of which the company will be entitled to issue various securities in the future through offering reports.
7.7 As for other material events during and after the reporting period, see Note 4 to the interim consolidated financial statements.
- 15 -
Board of Directors' Report on the State of the Corporation's Affairs
For the period ended March 31, 2026
- Self-Purchase Plans
A. On May 26, 2025, the company's Board of Directors approved a plan for the self-purchase of the company's shares in an amount of up to NIS 100 million, replacing the previous plan for the purchase of the company's shares as approved on August 10, 2022, starting from August 10, 2025, until August 9, 2028. Purchases are carried out from time to time at different dates and in different scopes in accordance with the company management's discretion and in accordance with market opportunities.
During the reporting period, the company purchased under this plan 217,907 ordinary shares of NIS 1 par value each of the company for a total consideration of NIS 18 million.
B. On May 26, 2025, the company's Board of Directors approved a plan for the self-purchase of BONDS issued by the company in a total of up to NIS 100 million for a period of 3 years ending on May 25, 2028.
During the reporting period, the company did not purchase BONDS under the aforementioned plan.
- Directors with Accounting and Financial Expertise
During the reporting period, there was no change regarding the determination of the minimum required number of directors with accounting and financial expertise on the company's Board of Directors.
- Independent Directors
During the reporting period, there was no change regarding the independent directors as detailed in the company's periodic report for 2025.
- Disclosure Regarding the Internal Auditor
During the reporting period, there were no material changes regarding the data on the internal auditor of the company as detailed in the company's periodic report for 2025.
- Disclosure Regarding Critical Accounting Estimates
See Note 3b to the annual consolidated financial statements of the company as of December 31, 2025.
13. Report on the Liabilities Status of the Company and Consolidated Companies
Data regarding the company's liabilities status as of March 31, 2026, are included in this report by way of reference to such data included in an immediate report of the company regarding the status of the company's liabilities by repayment dates, which the company published concurrently with this report.
5/27/2026 (4:55:36 AM) v1.2.5
For the period ended on March 31, 2026
14. Details regarding a material valuation which served as the basis for determining the value of data in the Periodic report
As of March 31, 2026, the company has a very material valuation of investment real estate owned by it known as the "Electra" complex in Rishon LeZion, which is valid as of June 30, 2025. Since the effective date of the valuation which served as the basis for determining the value of the asset until the report date, more than ninety (90) days have passed. According to the company's assessment, and for the purpose of determining the value of data in its financial statements as of March 31, 2026, no changes have occurred after the effective date of the said valuation that are likely to materially change the valuation conclusions as of the report date. For details about the latest valuation for the said asset (as of June 30, 2025) and details according to Regulation 8b(9) of the Report Regulations, in relation to the valuation that served as the basis for determining the value of data in the company's financial statements, see Section 14 of the Board of Directors' Report and Appendix A of the company's second quarter report for 2025, as published on August 27, 2025 (Reference number: 2025-01-064014) and the valuation attached to the said report, which are brought in this report by way of reference.
For the period ended on March 31, 2026
15. Financial Covenants
Below is a table detailing the various covenants to which the company committed toward the BONDS holders and their calculation result as of March 31, 2026:
| Security | Outstanding par value balance of the security (in NIS millions) | Financial Covenant | Actual covenant as of 31.3.2026 | |
|---|---|---|---|---|
| As of March 31, 2026 | Close to the report date | |||
| BONDS (Series 1) | 410 | 410 | Tangible Equity - The tangible equity of the company "Solo", at the end of the test period (as defined in the deed), shall not be less than NIS 350 million | NIS 624 million |
| Net financial debt to net balance sheet ratio - The ratio of net financial debt to net balance sheet at the end of the test period (as defined in the deed), shall not exceed 67% | 12.62% |
16. Below are details regarding the BONDS (Series 1) (in NIS millions)
Below is a table including a summary of data regarding the BONDS which are in circulation as of the report date
| BONDS (Series 1)(1) | ||
|---|---|---|
| Disclosure Detail | Details about the BONDS (Series 1) | |
| 1. | Issuance date | February 7, 2022 according to shelf offering report(2);August 17 and December 20, 2022 as part of private placements to classified investors(3)January 21, 2024 according to shelf offering report(3) |
| 2. | Total par value at the time of issuance(2)Total par value at series expansion dates(3) | NIS 250 million par valueNIS 100 million par value; NIS 78.125 million par value; NIS 199.431 million par value |
| 3. | Par value balance as of March 31, 2026 | NIS 410 million par value |
| 4. | Par value balance as of the report date | NIS 410 million par value |
| 5. | Par value balance as of the report date revalued according to linkage terms | The series is unlinked |
| 6. | Amount of interest accrued in the books as of March 31, 2026 | NIS 2.15 million (4) |
| 7. | Balance value of the BONDS as included in the company's financial statements as of March 31, 2026 | NIS 394 million |
| 8. | Market value as of May 25, 2026 | NIS 395.4 million |
| 9. | Interest type | Fixed interest at a rate of 2.1%; it should be noted that in the trust deed for the BONDS (Series 1) dated February 2, 2022 ("Trust Deed"), several adjustment mechanisms were set for the change in the annual interest rate for the BONDS (Series 1), as a result of non-compliance with minimum tangible equity, non-compliance with net financial debt to EBITDA ratio, or as a result of a change in the rating of the BONDS (Series 1). According to the said adjustment mechanisms (cumulatively), the total rate of interest additions shall not exceed 1.25% (except in the event of eligibility for default interest). For details, see sections 5.21, 5.22, and 5.23 of the Trust Deed. |
| 10. | Principal payment dates | The BONDS (Series 1) stood and/or stand (as applicable) for repayment in seven (7) unequal annual payments as follows: 4 payments at a rate of 12.5% each on December 31 of each of the years 2023 through 2026 (inclusive), 2 payments at a rate of 15% each on December 31 of each of the years 2027 and 2028 (inclusive), and an additional payment at a rate of 20% on December 31, 2029. The first principal payment was paid on December 31, 2023, and the last principal payment will be paid on December 31, 2029. |
| 11. | Interest payment dates | Interest on the BONDS (Series 1) shall be paid (or was paid, as applicable) in equal semi-annual payments on June 30 and December 31 of each of the years 2022 through 2029 (inclusive), such that the first interest payment occurred on June 30, 2022, and the last interest payment will be on December 31, 2029 (together with the last principal payment). |
| 12. | Principal and interest linkage basis | The BONDS (Series 1) are not linked (principal and interest) to any linkage basis. |
| 13. | Are the BONDS convertible | No |
For the period ended on March 31, 2026
| BONDS (Series 1)(1) | ||
|---|---|---|
| Disclosure Details | Details about the BONDS (Series 1) | |
| 14. | Early redemption or forced conversion of the BONDS | The company shall be entitled, at its initiative, to call the BONDS (Series 1) for early redemption, all in accordance with the provisions of section 7.2 of the Trust Deed. |
| 15. | Guarantee for payment of the company's obligations according to the Trust Deed | None |
| 16. | Negative pledge (Commitment not to create liens) | The company committed "Solo" not to create a floating lien on all its existing and future assets, property, and rights, as they may be from time to time, in favor of any third party to secure its debts toward them, in an amount exceeding NIS 650 million. |
| 17. | Compliance with terms and obligations according to the Trust Deed | As of the report date, the company complies with all the financial terms and obligations described above. Additionally, as of the report date, to the best of the company's knowledge, the company has not breached the obligations set forth in the Trust Deed of the BONDS (Series 1) and no conditions have occurred that establish grounds for calling the said BONDS for immediate repayment. |
| 18. | Whether the company was required by the Trustee to perform various actions, including convening bondholder meetings | No |
| 19. | Details of collateral/liens | None |
| Details regarding the Trustee for the BONDS (Series 1) holders | ||
| --- | --- | --- |
| 1. | Trustee name | Mishmeret Trust Services Company Ltd. |
| 2. | Person responsible for the BONDS | Mr. Rami Sabti, accountant/accountants |
| 3. | Contact information | 48 Menachem Begin Road, Tel Aviv, Phone: 03-6374351, Fax: 03-6374344, Email address: [email protected] |
| Details regarding the rating of the BONDS (Series 1) | ||
| --- | --- | --- |
| 1. | Name of the rating agency as of the report date | Standard & Poor's Maalot Ltd. ("Maalot") |
| 2. | Rating determined at the time of issuance | 'ilAA-' (January and February 2022) |
| 3. | Rating at the time of report publication | 'ilAA-' (August 2025)(5) |
| 4. | Additional ratings between the issuance date and the report date | 'ilAA-' (August, September and December 2022, August 2023, January 2024 and August 2024) |
(1) As of the report date, in accordance with the provisions of Section 10(b)(13)(a) of the Report Regulations, the company views the BONDS (Series 1) as a material series.
(2) On February 3, 2022, the company published a shelf offering report (Reference number: 2022-01-013488), under which the company first issued to the public a total of NIS 250 million par value of the company's BONDS (Series 1).
(3) On August 17 and December 20, 2022, the company issued in private placements to classified investors a total of NIS 100 million par value and NIS 78.125 million par value, respectively, of the company's BONDS (Series 1) by way of series expansion (Reference numbers: 2022-01-084156 and 2022-01-120543, respectively). On January 17, 2024, the company published a shelf offering report (Reference number: 2024-01-006388) under which the company issued NIS 199.431 million par value of the company's BONDS (Series 1) by way of series expansion.
(4) The amount of interest accrued as of May 26, 2026 is NIS 3.44 million.
(5) For details about the latest rating report of the company's BONDS (Series 1) as of the report publication date, see the company's immediate report dated August 7, 2025 (Reference number: 2025-15-058788), which is included in this report by way of reference.
Board of Directors' Report on the State of the Corporation's Affairs For the period ended on March 31, 2026
- Linkage Bases Report - as of March 31, 2026 (in NIS millions)
| Dollar | Euro | Total FX | Unlinked | Linked | Non-monetary | Total | |
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Cash and cash equivalents | 3 | 24 | 27 | 290 | 8 | - | 325 |
| Dollar | Euro | Total FX | Unlinked | Linked | Non-monetary | Total | |
|---|---|---|---|---|---|---|---|
| Trade receivables | 2 | 2 | 4 | 728 | - | - | 732 |
| Debtors and debit balances | 4 | 37 | 41 | 50 | 3 | 41 | 135 |
| Inventory | - | - | - | - | - | 1,149 | 1,149 |
| Long-term debit balances | - | - | - | 42 | 17 | - | 59 |
| Investment property | - | - | - | - | - | 390 | 390 |
| Investment property under construction | - | - | - | - | - | 51 | 51 |
| Property, plant and equipment, net | - | - | - | - | - | 892 | 892 |
| Right-of-use asset - Real estate | - | - | - | - | - | 64 | 64 |
| Right-of-use assets - Others | - | - | - | - | - | 2,102 | 2,102 |
| Goodwill | - | - | - | - | - | 1,918 | 1,918 |
| Intangible assets | - | - | - | - | - | 105 | 105 |
| Deferred taxes | - | - | - | - | - | 49 | 49 |
| Total Assets | 9 | 63 | 72 | 1,110 | 28 | 6,761 | 7,971 |
| Liabilities | |||||||
| Credit from banking and other institutions | - | - | - | 650 | - | - | 650 |
| Current maturities of BONDS | - | - | - | 76 | - | - | 76 |
| Current maturities of lease liabilities | - | - | - | - | 249 | - | 249 |
| Liabilities to suppliers and service providers: | |||||||
| Services | 293 | 61 | 354 | 1,774 | - | - | 2,128 |
| Creditors and credit balances | - | 23 | 23 | 319 | 30 | 352 | 724 |
| Dividend payable | - | - | - | 40 | - | - | 40 |
| Loans from banking and other institutions | - | - | - | 247 | - | - | 247 |
| BONDS | - | - | - | 318 | - | - | 318 |
| Lease liability | - | - | - | - | 2,217 | - | 2,217 |
| Other non-current liabilities | - | - | - | 63 | - | 109 | 172 |
| Liabilities for employee benefits, net | - | - | - | - | - | 33 | 33 |
| Deferred taxes | - | - | - | - | - | 47 | 47 |
| Total Liabilities | 293 | 84 | 377 | 3,487 | 2,496 | 541 | 6,901 |
Daniel Salkind
Chairman of the Board
Zvika Schwimmer
CEO
Date: May 26, 2026
- 20 -
5/27/2026 | 4:55:37 AM | v1.2.5
Chapter B
Consolidated Interim Financial Statements of the Corporation
As of March 31, 2026
Electra Consumer Products (1970) Ltd.
Consolidated Interim Financial Statements as of March 31, 2026
Unaudited
Table of Contents
| Page | |
|---|---|
| Review of Consolidated Interim Financial Statements | 2 |
| Consolidated Statements of Financial Position | 3-4 |
| Consolidated Statements of Profit or Loss and Other Comprehensive Income | 5-6 |
| Consolidated Statements of Changes in Equity | 7-8 |
| Consolidated Statements of Cash Flows | 9-11 |
| Notes to the Consolidated Interim Financial Statements | 12-23 |
Cost Forer Gabbay & Kasierer
144 Menachem Begin Rd.,
Tel-Aviv 6492102
Tel. +972-3-6232525
Fax +972-3-5622555
ey.com
Auditor's Review Report to the Shareholders of Electra Consumer Products (1970) Ltd.
Introduction
We have reviewed the accompanying financial information of Electra Consumer Products (1970) Ltd. and its subsidiaries (hereinafter - the Group), which includes the condensed consolidated statement of financial position as of March 31, 2026, and the condensed consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the three-month period then ended. The Board of Directors and Management are responsible for the preparation and presentation of financial information for this interim period in accordance with International Accounting Standard IAS 34 - "Interim Financial Reporting", and they are also responsible for the preparation of financial information for this interim period according to Chapter D of the Securities Regulations (Periodic report and Immediate Reports), 1970. Our responsibility is to express a conclusion on the financial information for this interim period based on our review.
Scope of Review
We conducted our review in accordance with Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel - "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information is not prepared, in all material respects, in accordance with International Accounting Standard IAS 34.
In addition to the statement in the previous paragraph, based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information does not comply, in all material respects, with the disclosure requirements under Chapter D of the Securities Regulations (Periodic report and Immediate Reports), 1970.
Cost Forer Gabbay & Kasierer
Tel-Aviv,
Accountants
May 26, 2026
Electra Consumer Products (1970) Ltd.
Consolidated Statements of Financial Position
| As of March 31 | As of December 31 | ||
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| Unaudited | Audited | ||
| NIS millions | |||
| Current Assets | |||
| Cash and cash equivalents | 325 | 321 | 315 |
| As of March 31 | As of December 31 | ||
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| Unaudited | Audited | ||
| NIS millions | |||
| Short-term deposits and investments | (*) | 1 | (*) |
| Trade receivables | 732 | 723 | 708 |
| Other receivables and debit balances | 135 | 109 | 116 |
| Inventory | 1,149 | 1,131 | 1,006 |
| 2,341 | 2,285 | 2,145 | |
| Non-current Assets | |||
| Long-term debit balances | 59 | 32 | 60 |
| Investment property | 390 | 390 | 390 |
| Investment property under construction | 51 | 51 | 51 |
| Property, plant and equipment, net | 892 | 810 | 880 |
| Right-of-use assets - real estate | 64 | 63 | 64 |
| Right-of-use assets - others | 2,102 | 2,289 | 2,121 |
| Goodwill | 1,918 | 1,928 | 1,918 |
| Intangible assets | 105 | 117 | 109 |
| Deferred taxes | 49 | 27 | 45 |
| 5,630 | 5,707 | 5,638 | |
| 7,971 | 7,992 | 7,783 |
*) Amount less than NIS 1 million.
The accompanying notes form an integral part of the consolidated interim financial statements.
5/27/2026 | 4:55:38 AM | v1.2.5
Consolidated Statements of Financial Position
Electra Consumer Products (1970) Ltd.
| As of March 31 | As of | ||
|---|---|---|---|
| 2026 | 2025 | December 31 | |
| Unaudited | 2025 | ||
| NIS millions | Audited | ||
| Current liabilities | |||
| Credit from banking and other institutions | 650 | 375 | 579 |
| Current maturities of BONDS | 76 | 74 | 75 |
| Current maturities of lease liabilities | 249 | 227 | 249 |
| Trade payables and service providers | 2,128 | 2,069 | 2,024 |
| Other payables and credit balances | 724 | 733 | 726 |
| Dividend payable | 40 | 40 | - |
| 3,867 | 3,518 | 3,653 | |
| Non-current liabilities | |||
| Loans from banking and other institutions | 247 | 340 | 274 |
| BONDS | 318 | 393 | 316 |
| Lease liabilities | 2,217 | 2,400 | 2,230 |
| Other liabilities | 172 | 245 | 172 |
| Liabilities for employee benefits, net | 33 | 35 | 33 |
| Deferred taxes | 47 | 42 | 47 |
| 3,034 | 3,455 | 3,072 | |
| Equity | |||
| Equity attributable to the company's shareholders | 624 | 631 | 656 |
| Non-controlling interests | 446 | 388 | 402 |
| Total equity | 1,070 | 1,019 | 1,058 |
| 7,971 | 7,992 | 7,783 |
The accompanying notes are an integral part of the interim consolidated financial statements.
May 26, 2026
Date of approval of the financial statements
Daniel Salkind
Chairman of the Board
Zvika Schwimmer
CEO
Nati Botbol
CFO
Consolidated Statements of Profit or Loss
| For the year ended December 31 | For the 3 months ended March 31 | ||
|---|---|---|---|
| 2025 | 2025 | 2026 | |
| Audited | Unaudited | ||
| NIS millions | |||
| Revenue from sales and services | 7,477 | 1,756 | 1,866 |
| Cost of sales and services | (5,276) | (1,237) * | (1,317) |
| Gross profit | 2,201 | 519 | 549 |
| Selling and marketing expenses | (1,745) | (396) * | (428) |
| General and administrative expenses | (104) | (29) | (25) |
| Operating profit before other income, net | 352 | 94 | 96 |
| Other income, net | 81 | 41 | 3 |
| Operating profit after other income | 433 | 135 | 99 |
| Finance income | 6 | 2 | 4 |
| Finance expenses | (255) | (64) | (62) |
| Profit before taxes on income | 184 | 73 | 41 |
| Taxes on income | (28) | (14) | (7) |
| Net profit from continuing operations | 156 | 59 | 34 |
| Loss from discontinued operations | (40) | (34) | - |
| Net profit | 116 | 25 | 34 |
| Net profit attributable to: | |||
| The company's shareholders | 100 | 21 | 26 |
| Non-controlling interests | 16 | 4 | 8 |
| 116 | 25 | 34 | |
| Basic net profit (loss) per share attributable to the company's shareholders (in NIS) | |||
| Profit from continuing operations | 6.01 | 2.34 | 1.10 |
| For the year ended December 31 | For the 3 months ended March 31 | ||
|---|---|---|---|
| 2025 | 2025 | 2026 | |
| Audited | Unaudited | ||
| NIS millions | |||
| Loss from discontinued operations | (1.71) | (1.46) | - |
| 4.30 | 0.88 | 1.10 | |
| Diluted net profit (loss) per share attributable to the company's shareholders (in NIS) | |||
| Profit from continuing operations | 6.00 | 2.33 | 1.10 |
| Loss from discontinued operations | (1.71) | (1.46) | - |
| 4.29 | 0.87 | 1.10 |
(*) Reclassified.
The accompanying notes are an integral part of the interim consolidated financial statements.
Electra Consumer Products (1970) Ltd.
Consolidated Statements of Comprehensive Income
| For the 3 months ended March 31 | For the year ended December 31 2025 | ||
|---|---|---|---|
| 2026 | 2025 | ||
| Unaudited | Audited | ||
| NIS millions | |||
| Net profit | 34 | 25 | 116 |
| Other comprehensive income (net of tax): | |||
| Amounts that will not be subsequently reclassified to profit or loss: | |||
| Gain from remeasurement of defined benefit plans | - | - | 1 |
| Total other comprehensive income | - | - | 1 |
| For the 3 months ended March 31 | For the year ended December 31 2025 | ||
|---|---|---|---|
| 2026 | 2025 | ||
| Unaudited | Audited | ||
| NIS millions | |||
| Total comprehensive income | 34 | 25 | 117 |
| Comprehensive income attributable to: | |||
| The company's shareholders | 26 | 21 | 101 |
| Non-controlling interests | 8 | 4 | 16 |
| 34 | 25 | 117 |
Electra Consumer Products (1970) Ltd.
Consolidated Statements of Changes in Equity
| Attributable to the company's shareholders | Total | Non-controlling interests | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Treasury shares | Reserve for transaction with controlling shareholder | Reserve for non-controlling interests | Share-based payment reserve | Remeasurement of defined benefit plans reserve | Retained earnings | ||||
| Unaudited | |||||||||||
| NIS millions | |||||||||||
| Balance as of January 1, 2026 (Audited) | 75 | 560 | (153) | 4 | (68) | 10 | (3) | 231 | 656 | 402 | 1,058 |
| Total comprehensive income | - | - | - | - | - | - | - | 26 | 26 | 8 | 34 |
| Cost of share-based payment | - | - | - | - | - | 1 | - | - | 1 | (*) | 1 |
| Purchase of treasury shares | - | - | (18) | - | - | - | - | - | (18) | - | (18) |
| Transactions with non-controlling interests holders | - | - | - | - | (1) | - | - | - | (1) | 51 | 50 |
| Dividend declared to the company's shareholders | - | - | - | - | - | - | - | (40) | (40) | - | (40) |
| Attributable to the company's shareholders | Total | Non-controlling interests | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Treasury shares | Reserve for transaction with controlling shareholder | Reserve for non-controlling interests | Share-based payment reserve | Remeasurement of defined benefit plans reserve | Retained earnings | ||||
| Unaudited | |||||||||||
| NIS millions | |||||||||||
| Dividend to non-controlling interests holders | - | - | - | - | - | - | - | - | - | (15) | (15) |
| Balance as of March 31, 2026 | 75 | 560 | (171) | 4 | (69) | 11 | (3) | 217 | 624 | 446 | 1,070 |
| Attributable to the company's shareholders | Total | Non-controlling interests | Total equity | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Share capital | Share premium | Treasury shares | Reserve for transaction with controlling shareholder | Reserve for non-controlling interests | Share-based payment reserve | Remeasurement of defined benefit plans reserve | Retained earnings | ||||
| Unaudited | |||||||||||
| NIS millions | |||||||||||
| Balance as of January 1, 2025 (Audited) | 75 | 559 | (150) | 4 | (54) | 9 | (4) | 211 | 650 | 383 | 1,033 |
| Total comprehensive income | - | - | - | - | - | - | - | 21 | 21 | 4 | 25 |
| Cost of share-based payment | - | - | - | - | - | 1 | - | - | 1 | (*) | 1 |
| Transaction with non-controlling interests holders | - | - | - | - | (1) | - | - | - | (1) | 1 | - |
| Dividend declared to the company's shareholders | - | - | - | - | - | - | - | (40) | (40) | - | (40) |
| Balance as of March 31, 2025 | 75 | 559 | (150) | 4 | (55) | 10 | (4) | 192 | 631 | 388 | 1,019 |
*) Amount less than NIS 1 million.
The accompanying notes are an integral part of the interim consolidated financial statements.
5/27/2026 | 4:55:39 AM | v1.2.5
Consolidated Statements of Changes in Equity
| Attributable to the company's shareholders | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Treasury shares | Fund regarding transaction with rights holders | Fund regarding non-controlling interests | Fund regarding share-based payment audited | Fund regarding remeasurement of defined benefit plans | Retained earnings | Total | Non-controlling interests | Total Equity | |
| NIS millions | |||||||||||
| Balance as of January 1, 2025 | 75 | 559 | (150) | 4 | (54) | 9 | (4) | 211 | 650 | 383 | 1,033 |
| Total comprehensive income | - | - | - | - | - | - | 1 | 100 | 101 | 16 | 117 |
| Cost of share-based payment | - | - | - | - | - | 2 | - | - | 2 | 1 | 3 |
| Dividend paid to company shareholders | - | - | - | - | - | - | - | (80) | (80) | - | (80) |
| Self-purchase of company shares | - | - | (3) | - | - | - | - | - | (3) | - | (3) |
| Exercise of warrants | *) | 1 | - | - | - | (1) | - | - | *) | - | *) |
| Transactions with non-controlling interests | - | - | - | - | (14) | - | - | - | (14) | 2 | (12) |
| Balance as of December 31, 2025 | 75 | 560 | (153) | 4 | (68) | 10 | (3) | 231 | 656 | 402 | 1,058 |
*) Amount less than NIS 1 million.
The attached notes form an integral part of the interim consolidated financial statements.
Consolidated Statements of Cash Flows
| For the 3 months ended March 31 | For the year ended December 31 | ||
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| Unaudited | Audited | ||
| NIS millions | |||
| Cash flows from operating activities | |||
| Net profit | 34 | 25 | 116 |
| Adjustments required to present cash flows from operating activities: | |||
| Adjustments to profit and loss items: | |||
| Depreciation and amortization | 102 | 102 | 408 |
| Decrease (increase) in value of investment property and investment property under construction | 1 | (30) | (64) |
| Impairment of intangible assets | - | 11 | 17 |
| Cost of share-based payment | 1 | 1 | 3 |
| Capital loss (gain) from disposal of branches and fixed assets | (*) | (6) | (15) |
| Deferred taxes, net | (4) | 5 | (8) |
| Change in liabilities for employee benefits, net | (*) | 1 | (1) |
| Change in provision for impairment of property and right-of-use assets | (4) | (1) | (13) |
| Revaluation of short-term investments, long-term liabilities and BONDS, net | (1) | 9 | 11 |
| 95 | 92 | 338 | |
| Changes in asset and liability items: | |||
| Decrease (increase) in trade receivables | (24) | (10) | 3 |
| Increase in other receivables and debit balances | (20) | (26) | (30) |
| Increase in inventory | (143) | (154) | (30) |
| Increase in trade payables and service providers | 108 | 145 | 86 |
| Increase (decrease) in other payables and credit balances | (6) | 29 | 48 |
| (85) | (16) | 77 | |
| Net cash provided by operating activities | 44 | 101 | 531 |
*) Amount less than NIS 1 million.
The attached notes form an integral part of the interim consolidated financial statements.
Consolidated Statements of Cash Flows
| For the 3 months ended March 31 | For the year ended December 31 | ||
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| Unaudited | Audited | ||
| NIS millions | |||
| Cash flows from investing activities | |||
| Purchase of fixed assets | (37) | (73) | (225) |
| Purchase of intangible assets | (1) | (3) | (9) |
| Investment in investment property under construction | - | - | (41) |
| Capitalization of costs charged to investment property and investment property under construction | (3) | (1) | (7) |
| Proceeds from disposal of fixed assets | (*) | 17 | 43 |
| Proceeds from short-term deposits, net | - | 250 | 250 |
| Proceeds from marketable securities, net | - | 15 | 15 |
| Deferred payment for acquired activity | - | - | (6) |
| Other investments, net | 2 | - | 4 |
| Investment in leased land | - | - | (1) |
| Net cash provided by (used in) investing activities | (39) | 205 | 23 |
| Cash flows from financing activities | |||
| Net proceeds from issuance of share capital | - | - | (*) |
| Issuance of capital to non-controlling interests | 51 | - | - |
| Dividend paid to company shareholders | - | - | (80) |
| Dividend paid to non-controlling interests | (11) | - | - |
| Repayment of BONDS | - | - | (82) |
| Receipt of long-term loans from banking and other corporations | - | 47 | 57 |
| Repayment of long-term loans from banking and other corporations | (25) | (272) | (347) |
| Self-purchase of company shares | (18) | - | (3) |
| Repayment of lease liabilities | (62) | (57) | (227) |
| Short-term credit from banking corporations, net | 70 | 4 | 208 |
| Refund of advance on account of investment property | - | - | (31) |
(*) Amount less than NIS 1 million.
The attached notes form an integral part of the interim consolidated financial statements.
Electra Consumer Products (1970) Ltd.
Consolidated Statements of Cash Flows
| For the year ended on | |||
|---|---|---|---|
| For the 3 months ended March 31 | December 31 | ||
| 2026 | 2025 | 2025 | |
| Unaudited | Audited | Audited | |
| NIS millions | |||
| (A) Significant non-cash activities | |||
| Purchase of fixed assets on credit | 38 | 35 | 45 |
| Increase in right-of-use asset against lease liability | 68 | 68 | 218 |
| Dividend payable to company shareholders | 40 | 40 | - |
| Dividend payable to non-controlling interests | 4 | - | - |
| (B) Additional information on cash flows | |||
| Cash paid during the period for: | |||
| Interest | 58 | 49 | 251 |
| For the year ended on | |||
|---|---|---|---|
| For the 3 months ended March 31 | December 31 | ||
| 2026 | 2025 | 2025 | |
| Unaudited | Audited | Audited | |
| NIS millions | |||
| Income taxes | 18 | 14 | 34 |
| Cash received during the period for: | |||
| Interest | 4 | 9 | 14 |
| Income taxes | 4 | 7 | 11 |
The attached notes form an integral part of the interim consolidated financial statements.
5/27/2026 | 4:55:40 AM | v1.2.5
Notes to the Condensed Consolidated Interim FinancialElectra Consumer Products (1970) Statements Ltd.
Note 1: - General
A. These financial statements were prepared in a condensed format as of March 31, 2026, and for the three-month period ended on that date (hereinafter - the Condensed Consolidated Interim Financial Statements). These statements should be read in conjunction with the Company's annual financial statements as of December 31, 2025, and for the year ended on that date, and the notes accompanying them (hereinafter - the Consolidated Annual Financial Statements).
B. Implications of Operation "Lion's Roar"
On February 28, 2026, Operation "Lion's Roar" began, in which the State of Israel and the United States attacked strategic targets in Iran, an attack that was met with an extensive counter-attack by Iran and its proxies on the territory of the State of Israel, leading to restrictions on the home front including temporary closure of businesses, closure of the skies, and mobilization of reservists. With the outbreak of the operation, and in accordance with Home Front Command instructions, the Group's stores in the sports and leisure segment were closed for several days and subsequently partially opened, and in April 2026 returned to full operations. In addition, the Group's duty-free stores were closed from the start of the operation and returned to activity only during April 2026, and there was a slowdown in the electrical consumer products segment's activity due to the operation's impact on the air conditioning field, which led to a decrease in installations and supplies for residential projects. On the other hand, during the operation period, a positive impact was felt in the food segment and in electrical retail activity (excluding duty-free stores). As of the date of publication of the statement of financial position, the Company has returned to full activity.
Note 2: - Significant Accounting Policies
Basis of Presentation of the Condensed Consolidated Interim Financial Statements
The condensed consolidated interim financial statements are prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," and in accordance with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
The accounting policies applied in the preparation of the condensed consolidated interim financial statements are consistent with those applied in the preparation of the consolidated annual financial statements.
Note 3: - Seasonality
The Company's activity in the field of air conditioning and electrical consumer products is affected by seasonality according to the summer and winter seasons and holiday periods. Air conditioners - sold mainly during the summer (second and third quarters), and heating products and clothes dryers - sold mainly during the winter (first and fourth quarters).
The food retail field in Israel is subject to fluctuations in quarterly sales and profits, mainly due to the shopping period during the High Holidays and Passover, which falls in different quarters between years and brings an increase in consumption volumes.
As part of the sports and leisure segment, the outdoor field is characterized by seasonality. Seasonal fluctuations are mainly felt during the winter period, in the first and fourth quarters of each year.
Notes to the Condensed Consolidated Interim Financial Statements
Note 4: - Material Events During and After the Reporting Period
A. Matters relating to Global Retail K.B. Ltd. Group (hereinafter: "Global Retail")
-
On February 19, 2026, Global Retail's board of directors approved a capital raising round from all Global Retail shareholders, according to their proportional share, in the amount of NIS 100 million. As of the date of the statement of financial position, the raising was completed and the full amount of the aforementioned capital raising was received. Additionally, Global Retail is working to raise further capital from an external investor, to the extent possible, within a period of 12 months.
-
In February 2026, Global Retail entered into an agreement with a third party (hereinafter: "the Purchaser") for the sale of 9 stores for a total consideration of approximately NIS 50 million. The agreement stipulated that Global Retail would hand over its holding in the stores, including the fixed assets existing in them in their current condition. The agreement is subject to the fulfillment of suspensory conditions as determined between the parties, including the consent of the lessors to the assignment of the lease agreements, the approval of Global Retail's financing banks, and the approval of the Competition Commissioner. After the reporting period, the suspensory conditions were completed regarding two branches that were handed over to the Purchaser.
-
At the end of 2025 and during the report period, Global Retail signed with banking corporations for the renewal of credit facilities totaling NIS 100 million for a period of up to one year, and monthly credit facilities totaling NIS 70 million were renewed; for details see Note 16B in the consolidated annual financial statements.
-
During January 2026, the Ministry of Economy published the "Israel's Cheapest Basket" tender. In February 2026, Global Retail was informed of its win in the tender, and starting from mid-April 2026, it offers the basket in 52 of its branches.
-
As stated in Note 10B(5)(b) of the consolidated annual financial statements, Global Retail management continues to work to reduce costs and to create and increase its cash flows from operating activities through a detailed efficiency plan, among other things for the continued development of Carrefour chain branches and for its ongoing business activity needs. Insofar as after the aforementioned actions (or prior to them) there is still a need for a cash source for Global Retail (among other things for Global Retail to meet financial covenants and obligations to the banks), Global Retail's shareholders, including the Company (or some of them), will provide it with the required cash flow, within a period of two years from the date of approval of Global Retail's condensed consolidated interim financial statements, according to the amounts estimated by Global Retail and in a limited amount.
B. On March 24, 2026, the Company announced a dividend distribution in the amount of NIS 40 million, reflecting NIS 1.73 per share. The record date and the ex-dividend date is April 3, 2026. The dividend was paid on April 14, 2026.
C. Further to what is stated in Notes 11 and 12 of the consolidated annual financial statements regarding the Company's investment in investment property and investment property under construction, the Company entered into an agreement in March 2026 with a third party regarding the land, according to which it will lead the initiation and promotion of a new city building plan for the appreciation of the land, whereas the third party was granted an option exercisable subject to the approval of the new plan, its entry into force, and additional conditions as defined in the agreement, to require the Company to sell it part of the land (up to 28% at most) according to a variable value which is at least 10% higher than the current value of the land in the Company's
books (a total of approximately NIS 490 million after completion of the land transaction as stated in Note 12C of the consolidated annual financial statements), depending on meeting targets as defined in the agreement.
D. For details regarding the appointment of a CFO in the Company and warrants allocated to him in the Group, see Note 26D(4) in the consolidated annual financial statements.
E. On May 11, 2026, the Company published a shelf prospectus bearing the date May 12, 2026, under which it will be able in the future to issue various securities via offering reports.
Notes to the Condensed Consolidated Interim Financial Statements
Note 4: - Material Events During and After the Reporting Period (Continued)
F. Within the framework of a plan for the self-purchase of the Company's shares approved in 2025, the Company purchased during the report period 217,907 ordinary shares of NIS 1 par value each of the Company for a total consideration of NIS 18 million; for further details see Note 26C(1) in the consolidated annual financial statements.
G. On May 3, 2026, the Company's Remuneration Committee approved the purchase of a liability insurance policy for the directors and officers of Elco Ltd. ("the Parent Company") and for held companies of the Parent Company, including the Company and its subsidiaries ("the Group"), under which the liability of all officers in the Company and its subsidiaries will be insured, including the Company's CEO and directors and an officer who are the controlling shareholders in the Company, as they will be from time to time, and this in accordance with the provisions of Regulation 1B1 of the Companies Regulations (Reliefs in Transactions with Interested Parties), 2000 ("the Relief Regulations").
The policy was purchased from a third party for a period of 12 months from May 1, 2026 (the end of the existing insurance policy period) until April 30, 2027, at a total cost to the Group of approximately $365.7 thousand and with total insurance coverage, per occurrence and in the aggregate, of $120 million. All officers in the Company are insured under the policy under identical conditions.
The Remuneration Committee determined that the engagement is for the benefit of the Company and meets the conditions of Regulation 1B1 of the Relief Regulations, given that the engagement conditions were set within the framework of Section 7 of the Company's remuneration policy, which was approved by the Company's general meeting in accordance with Section 267A(b) of the Companies Law; the engagement is on market terms and is not likely to materially affect the Company's profitability, assets, or liabilities.
The Audit Committee and the Company's Board of Directors approved, on May 3 and 4, 2026, respectively, the distribution of premium payments among the Group companies according to a distribution key proposed by an external consultant, such that the Company's share will amount to a total of approximately $82 thousand (including the Company's subsidiaries); the Board of Directors also determined that the Company's engagement terms in the distribution of the aforementioned premium payments among Elco Group companies are not materially different from the engagement terms of the other Group companies, taking into account their relative share. Accordingly, the engagement complies with Regulation 4(1) of the Relief Regulations.
H. On May 13, 2026, a company in formation held by the Company or a company under its control ("the Purchaser") entered into an investment agreement with a third party ("the Target Company"), which operates in the field of fashion and underwear with the brands: "TEZENIS", "INTIMISSIMI" and "CALZEDONIA", and with its existing shareholders ("the Shareholders" and "the Investment Agreement," respectively).
According to the Investment Agreement, upon fulfillment of the suspensory conditions, the Target Company will allocate ordinary shares to the Purchaser, such that after the completion of the transaction, the Purchaser will hold 50% of the issued and paid-up share capital of the Target Company, on a fully diluted basis, in exchange for a total of NIS 10 million. Additionally, at the completion date, the Target Company will issue to the Purchaser one Series A preferred share, with no par value, which includes an excess right to a dividend subject to and in accordance with a consideration adjustment mechanism conditioned on the Target Company's performance until 2029.
The completion of the transaction is subject to the fulfillment of several suspensory conditions, including, among others, receipt of approval for the transaction from the brand rights holder of the company, which is unconditional and unqualified, and receipt of approval from the Competition Commissioner for the transaction.
As of the date of publication of the statement of financial position, the transaction has not yet been completed and is subject to the fulfillment of the aforementioned suspensory conditions.
Note 4: - Material Events During and After the Reporting Period (Continued)
I. Working Capital Deficit
As of March 31, 2026, the Company has a working capital deficit of approximately NIS 1,526 million, originating mainly from the activities of a grandchild company of the Company, Global Retail K.Y. Ltd. (hereinafter: "the Grandchild Company"), whose field of activity is characterized by negative working capital. The Board of Directors and management of the Grandchild Company are working to reduce the extent of the working capital deficit as mentioned above through significant expansion of Carrefour products and improvement of trade agreements.
In addition, and as part of the approval of the Company's condensed consolidated interim financial statements, the expected cash flow forecast for the two years following the approval of the financial statements was examined, while exercising caution regarding working assumptions, and identifying risks and opportunities regarding these forecasts, including with respect to the Grandchild Company. In the opinion of the Company's management and the Grandchild Company's management, the entirety of the actions as mentioned above regarding the Grandchild Company will allow the Grandchild Company to meet the financial covenants signed with banking corporations and its future plans and obligations for a period of at least 12 months from the date of approval of these financial statements.
5/27/2026 | 4:55:42 AM | v1.2.5
Notes to the Consolidated Interim Financial Statements
Note 5: - Discontinued operations
A. Composition:
| Note | For the 3 months ended March 31 2026 2025 | For the year ended December 31 2025 | ||
|---|---|---|---|---|
| Unaudited | Audited | |||
| NIS millions | ||||
| Discontinued operation from reduction of heat pump production lines | 5b | - | (33) | (39) |
| 7-Eleven discontinued operation | - | (1) | (1) | |
| - | (34) | (40) |
B. Further to what is stated in Note 28b of the annual consolidated financial statements, regarding regulatory changes in the field of heating and cooling systems, the grandchild company of the Company ceased its activities in the field of manufacturing heating systems at the end of March 2025, which was included in the financial statements as a discontinued operation.
The following are data on the results of operations attributed to the discontinued activity:
| For the 3 months ended March 31 | For the year ended December 31 2025 | ||
|---|---|---|---|
| 2026 | 2025 | Audited | |
| Unaudited | |||
| NIS millions | |||
| Revenues from sales and services | - | 37 | 42 |
| Cost of sales and services | - | (32) | (37) |
| Gross profit | - | 5 | 5 |
| Selling and marketing expenses | - | (2) | (3) |
| Research and development expenses | - | (2) | (2) |
| Other expenses, net | - | (40) | (46) |
| Operating loss | - | (39) | (46) |
| Finance income, net | - | 4 | 4 |
| Loss before income taxes | - | (35) | (42) |
| Tax benefit | - | 2 | 3 |
| Loss from discontinued operation | - | (33) | (39) |
The following are data on the cash flows attributed to discontinued activities:
| Operating | - | 9 | (1) |
|---|---|---|---|
| Investing | - | - | 3 |
| Financing | - | - | - |
Notes to the Consolidated Interim Financial Statements
Note 6: - Legal Claims
Following is a description of the Group's contingent liabilities in effect as of the date of approval of the financial statements in respect of customer claims, class actions and legal proceedings:
A. Description of liabilities, classified according to groups with similar characteristics:
| Group of Claims | Nature of the Claims | Provision Balance | Additional Exposure Amount | Exposure amount for claims whose chances cannot yet be assessed | Total |
|---|---|---|---|---|---|
| NIS millions | |||||
| Class Actions | Mainly requests for certification of class actions and claims regarding illegal collection of funds and harm to service provision or in relation to products supplied by the Group companies. | 5 | 336 | 24 | 365 |
| Employee Claims | Mainly legal claims filed by employees and former employees of the Company regarding labor laws, including demand for recognition of various salary components as components for the purpose of calculating various payments to Group employees. | - | 1 | 4 | 5 |
| Supplier-Customer, Authorities and General | Legal claims due to commercial disputes with service providers and legal proceedings by the state, government bodies and state authorities, including due to proceedings in the field of regulation applicable to the Company and various financial disputes regarding funds paid by the Group to the authorities. | 15 | 54 | 119 | 188 |
| Customer Tort Claims | Tort claims handled by insurance companies. | 12 | 51 | - | 63 |
| Total | 32 | 442 | 147 | 621 |
) Does not include additional exposure for a request to approve 3 class actions in which the scope of the claim is not estimated at a specified amount.
) There are 7 additional claims against the Group for which the claim amount was not stated and for which there is additional exposure to the Group.
**) 4 indictments were filed against Group companies for 4 branches which are in effect as of March 31, 2026.
B. Detail of the number and amount of claims, divided by claim amount:
| Claim Amount | No. of Claims and Demand Letters | Claim Amount (in NIS millions) |
|---|---|---|
| Up to NIS 100 million (including claims against the Company and others where an amount was specified against the Company) (*) | 905 | 333 |
| NIS 100 million to NIS 1,000 million | 1 | 288 |
| Claims in which the claim amount was not specified | 10 | - |
| Total | 916 | 621 |
*) Includes 687 customer tort claims as of the date of approval of the financial statements with a claim scope of NIS 63 million.
Note 6: - Legal Claims (Continued)
C. For details regarding a claim by Mr. Nahum and Nurit Bitan and corporations under their control from December 2023 and an arbitration ruling given in October 2025, see Note 25a(2) in the annual consolidated financial statements.
As of the date of the financial statements and in accordance with the arbitration award, an economic expert was appointed to examine the allocations of the shares as stated in the arbitration award.
D. For details regarding an action filed in the Tel Aviv-Yafo District Court in October 2020 and a request to recognize it as a class action in the case: "TA 20-10-53091 Basri v. Yenot Bitan and others", see Note 25a(3) in the annual consolidated financial statements.
Note 7: - Financial Instruments
Fair Value
A. The table below details the balance in the financial statements, including interest payable and the fair value of groups of financial instruments, which are presented in the financial statements not according to their fair value:
(* The fair value of BONDS is based on quoted prices in an active market for identical assets and liabilities.
The fair value of long-term loans from banking corporations in the food sector, bearing unlinked shekel interest at a variable annual rate linked to the Prime, is based on the calculation of the present value of cash flows according to the interest rate accepted for similar loans with similar characteristics, without deferred expenses for raising loans.
(**) The fair value hierarchy of all the Company's loans from banking and other corporations for which fair value disclosure was given is Level 2.
(***) The fair value hierarchy of the Company's BONDS for which fair value disclosure was given is Level 1.
B. The balance in the financial statements of cash and cash equivalents, short-term investments, trade and other receivables for short and long term, short-term credit from banks, liabilities to suppliers and service providers, payables and credit balances matches or is close to their fair value.
Electra Consumer Products (1970) Ltd. Notes to the Consolidated Interim Financial Statements
Note 8 - Operating Segments
A. General
As of the date of the financial statements, the Company reports on five business segments as follows:
- Electrical Consumer Products Segment
-
Import, manufacture, marketing, sale and distribution of electrical consumer products, and providing service for products. The segment's revenues include revenues from overseas sales in an immaterial amount.
-
Electrical Retail Segment
-
Operating retail marketing chains for the sale of electrical consumer products, telephones and cellular accessories through "Mahasanei Hashmal", "Shekem Electric" and "Shekem Duty".
-
Food Retail Segment
-
Operating a retail marketing chain for the sale of food products and other consumer products operating under the Carrefour brand through Global Retail.
-
Sports and Leisure Segment
-
Operating marketing chains, importing, manufacturing, marketing and distribution of equipment and clothing and footwear products for travelers, camping, skiing and snowboarding, outdoor sports and leisure, and also, operating a chain of franchised Adidas brand stores.
-
Investment Property Segment
- Development and construction of investment property.
The segment results reported to the Chief Operating Decision Maker (CODM) include items directly attributable to the segment and items that can be reasonably attributed. The Company evaluates performance based on operating profit (loss).
Transfer prices between operating segments are carried out at market terms similar to transactions with third parties. Segment revenues, expenses and the results of its activities include transfers between segments. Transfers are eliminated for the purpose of preparing the financial statements.
The Chief Operating Decision Maker (CODM) believes that presenting the Company's headquarters expenses separately within common unallocated expenses more appropriately reflects the presentation of the Company's segments as this presentation more correctly reflects changes and trends within the segments and between segments.
5/27/2026 | 4:55:43 AM | v1.2.5
Notes to the Interim Consolidated Financial Statements
Note 8: - Operating Segments (Continued)
B. Reporting on operating segments (Continued)
For the 3-month period
ended March 31,
2026
| Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sports and Leisure Segment | Investment Property Segment | Adjustments and Other | Total | |
|---|---|---|---|---|---|---|---|
| NIS millions | |||||||
| External revenues | 202 | 669 | 860 | 135 | (*) | - | 1,866 |
| Inter-segment revenues | 31 | - | - | - | 3 | (34) | - |
| Total revenues | 233 | 669 | 860 | 135 | 3 | (34) | 1,866 |
| Cost of sales and services | 171 | 501 | 621 | 56 | - | (32) | 1,317 |
| Depreciation and amortization | 5 | 15 | 63 | 18 | - | 1 | 102 |
| Segment profit before other income (expenses), net | 16 | 33 | 38 | 14 | 3 | - | 104 |
| Other income (expenses), net | - | - | 4 | - | (1) | - | 3 |
| Segment profit after other income (expenses), net | 16 | 33 | 42 | 14 | 2 | - | 107 |
| Unallocated corporate expenses | (8) | ||||||
| Operating profit | 99 | ||||||
| Finance expenses, net | (58) | ||||||
| Profit before tax | 41 | ||||||
| Current assets | 1,038 | 887 | 573 | 270 | - | (427) | 2,341 |
| Non-current assets | 296 | 552 | 3,877 | 505 | 475 | (75) | 5,630 |
| Current liabilities | 675 | 1,423 | 1,681 | 270 | 30 | (212) | 3,867 |
| Non-current liabilities | 123 | 312 | 2,067 | 259 | 23 | 250 | 3,034 |
(*) Amount lower than NIS 1 million.
Notes to the Interim Consolidated Financial Statements
Note 8: - Operating Segments (Continued)
B. Reporting on operating segments (Continued)
| For the 3-month period ended March 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sports and Leisure Segment | Investment Property Segment | Adjustments and Other | Total | |
| NIS millions | |||||||
| External revenues | 219 | 604 | 799 | 134 | - | - | 1,756 |
| Inter-segment revenues | 27 | - | - | - | 3 | (30) | - |
| Total revenues | 246 | 604 | 799 | 134 | 3 | (30) | 1,756 |
| Cost of sales and services | 178 | 456 | 573 | 58 | - | (28) | 1,237 |
| Depreciation and amortization | 7 | 15 | 59 | 16 | - | - | 97 |
| Segment profit before other income, net | 25 | 27 | 34 | 16 | 3 | - | 105 |
| Other income, net | - | - | 8 | 2 | 30 | 1 | 41 |
| Segment profit after other income, net | 25 | 27 | 42 | 18 | 33 | 1 | 146 |
| Unallocated corporate expenses | (11) | ||||||
| Operating profit | 135 | ||||||
| Finance expenses, net | (62) | ||||||
| Profit before tax | 73 | ||||||
| Current assets | 1,048 | 762 | 531 | 248 | - | (304) | 2,285 |
| Non-current assets | 295 | 518 | 3,957 | 487 | 441 | 9 | 5,707 |
| Current liabilities | 527 | 1,255 | 1,544 | 234 | 34 | (76) | 3,518 |
| Non-current liabilities | 135 | 285 | 2,361 | 252 | 90 | 332 | 3,455 |
Note 8: - Operating Segments (Continued)
B. Reporting on operating segments (Continued)
| For the year ended December 31, 2025 | Electrical Consumer Products Segment | Electrical Retail Segment | Food Retail Segment | Sports and Leisure Segment | Investment Property Segment | Adjustments and other | Total |
|---|---|---|---|---|---|---|---|
| NIS millions | |||||||
| External revenues | 875 | 2,773 | 3,286 | 542 | 1 | - | 7,477 |
| Inter-segment revenues | 154 | - | - | - | 12 | (166) | - |
| Total revenues | 1,029 | 2,773 | 3,286 | 542 | 13 | (166) | 7,477 |
| Cost of sales and services | 766 | 2,114 | 2,306 | 242 | - | (152) | 5,276 |
| Depreciation and amortization | 25 | 62 | 250 | 69 | - | 1 | 407 |
| Segment profit (loss) before other income (expenses) | 72 | 123 | 144 | 44 | 13 | (5) | 391 |
| Other income (expenses), net | - | (1) | 17 | 9 | 58 | (2) | 81 |
| Segment profit (loss) after other income (expenses) | 72 | 122 | 161 | 53 | 71 | (7) | 472 |
| Unallocated corporate expenses | (39) | ||||||
| Operating profit | 433 | ||||||
| Finance expenses, net | (249) | ||||||
| Profit before tax | 184 | ||||||
| Current assets | 921 | 860 | 422 | 283 | - | (341) | 2,145 |
| Non-current assets | 292 | 533 | 3,848 | 483 | 475 | 7 | 5,638 |
| Current liabilities | 557 | 1,375 | 1,610 | 258 | 30 | (177) | 3,653 |
| Non-current liabilities | 123 | 298 | 2,136 | 239 | 23 | 253 | 3,072 |
Note 9: - Revenues
| For the three-month period ended March 31 | For the year ended December 31 | ||
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| NIS millions | |||
| Unaudited | Audited | ||
| Climate systems sector revenues | 154 | 167 | 729 |
| Brand trading sector revenues | 79 | 79 | 300 |
| For the three-month period ended March 31 | For the year ended December 31 | ||
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| NIS millions | |||
| Unaudited | Audited | ||
| Total Electrical Consumer Products segment revenues | 233 | 246 | 1,029 |
| Electrical Retail segment revenues | 669 | 604 | 2,773 |
| Food Retail segment revenues | 860 | 799 | 3,286 |
| Sports and Leisure segment revenues | 135 | 134 | 542 |
| Investment Property segment revenues | 3 | 3 | 13 |
| Adjustments and inter-segment revenues | (34) | (30) | (166) |
| Total revenues | 1,866 | 1,756 | 7,477 |
A-418 / consolidated audit docx.31.3.2026
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Chapter C
Separate financial statements of the corporation
As of March 31, 2026
Electra Consumer Products (1970) Ltd.
Financial data from the consolidated interim financial statements
Attributed to the Company
As of March 31, 2026
Unaudited
| Kost Forer Gabbay & Kasierer
144A Menachem Begin Road,
Tel Aviv 6492102 | Tel. +972-3-6232525
Fax. +972-3-5622555
ey.com |
| --- | --- |
To
The Shareholders of Electra Consumer Products (1970) Ltd.
Dear Sirs,
Subject: Special auditor's report on separate interim financial information according to Regulation 38D of the Securities Regulations (Periodic reports and immediate reports), 1970
Introduction
We have reviewed the separate interim financial information presented according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970 of Electra Consumer Products (1970) Ltd. (hereinafter - the Company) as of March 31, 2026 and for the three-month period then ended. The separate interim financial information is the responsibility of the Company's Board of Directors and management. Our responsibility is to express a conclusion on the separate interim financial information for this interim period based on our review.
Scope of Review
We conducted our review in accordance with Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel - "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the aforementioned separate interim financial information is not prepared, in all material respects, in accordance with the provisions of Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970.
Tel Aviv,
May 26, 2026
Kost Forer Gabbay & Kasierer
Accountants
Special report according to Regulation 38D
Financial data and financial information from the consolidated interim financial statements
Attributed to the Company
Following are separate financial data and information attributed to the Company from the Group's consolidated interim financial statements as of March 31, 2026, published within the Periodic reports (hereinafter - consolidated reports), presented according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970.
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Electra Consumer Products (1970) Ltd.
Financial data from the consolidated reports on the financial position attributed to the Company
The attached additional information constitutes an integral part of the financial data and the separate financial information.
Date of approval of the financial statements
Daniel Salkind
Chairman of the Board
Zvika Schwimmer
CEO
Nati Botbol
CFO
Electra Consumer Products (1970) Ltd.
Financial data from the consolidated reports on profit or loss and other comprehensive income attributed to the Company
| For the 3 months ended March 31 | For the year ended December 31 2025 Audited | ||
|---|---|---|---|
| 2026 Unaudited | 2025 Unaudited | ||
| NIS millions | |||
| Revenues from sales and from rental of assets and services | 8 | 10 | 36 |
| Selling and marketing expenses | (*) | (*) | (1) |
| General and administrative expenses | (4) | (5) | (20) |
| Other income (expenses), net | (1) | 31 | 56 |
| Company's share in profits (losses) of subsidiaries, net | 25 | (5) | 54 |
| Operating profit | 28 | 31 | 125 |
| For the 3 months ended March 31 | For the year ended December 31 | ||
|---|---|---|---|
| 2026 Unaudited | 2025 Unaudited | 2025 Audited | |
| NIS millions | |||
| Financing expenses, net | (2) | (2) | (11) |
| Profit before income taxes | 26 | 29 | 114 |
| Income taxes | (*) | (8) | (14) |
| Net profit attributed to the Company | 26 | 21 | 100 |
| Other comprehensive income attributed to subsidiaries (after tax effect): | |||
| Amounts that will not be reclassified subsequently to profit or loss: | |||
| Profit from remeasurement of defined benefit plans | - | - | 1 |
| Total other comprehensive income attributed to subsidiaries | - | - | 1 |
| Total comprehensive income attributed to the Company | 26 | 21 | 101 |
*) Amount lower than NIS 1 million.
The attached additional information constitutes an integral part of the financial data and the separate financial information.
Financial data from the consolidated reports on cash flows attributed to the Company
(*) Amount lower than NIS 1 million.
Electra Consumer Products (1970) Ltd.
Financial data from the consolidated reports on cash flows attributed to the Company
(A) Significant non-cash activity
| Purchase of fixed assets | 2 | - | |
|---|---|---|---|
| Dividend payable | 40 | 40 |
(B) Additional information on the Company's cash flows
Cash paid during the period by the company for:
| Interest | 1 | - | 10 |
|---|---|---|---|
| Income taxes | 1 | 2 | 3 |
| Cash received during the period by the company for: | |||
| Interest | *) | 7 | 8 |
| Income taxes | 1 | - | |
|---|---|---|---|
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Additional Information
Note 1: - General
This separate financial information is prepared in a condensed format as of March 31, 2026, and for the three-month period ended on that date, in accordance with the provisions of Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970. This separate financial information should be read in conjunction with the separate financial information regarding the annual financial statements of the Company as of December 31, 2025, and for the year ended on that date, and the additional information accompanying them.
Note 2: - Significant Accounting Policies
Format for the preparation of the consolidated interim financial statements
The accounting policies applied in the preparation of this separate financial information are consistent with those applied in the preparation of the separate financial information as of December 31, 2025.
Note 3: - Material Events During and After the Reporting Period
A. On March 24, 2026, the Company declared a dividend distribution in the amount of NIS 40 million, reflecting NIS 1.73 per share. The record date and the ex-date are April 3, 2026. The dividend was paid on April 14, 2026.
B. For details regarding the Company's engagement, in March 2026, in an agreement with a third party in connection with its investment in investment property and investment property under construction, see Note 4C to the consolidated interim financial statements.
C. For details regarding the appointment of a CFO in the Company and warrants allocated to him in the Group, see Note 26D(4) to the annual consolidated financial statements.
D. On May 3, 2026, the Company's Compensation Committee approved the purchase of an insurance policy for the liability of directors and officers in the Company; for details, see Note 4G to the consolidated interim financial statements.
E. On May 11, 2026, the Company published a shelf prospectus dated May 12, 2026, according to which it may issue various securities in the future through offering reports.
F. As part of a share buyback program of the Company's shares approved in 2025, the Company purchased during the report period 217,907 ordinary shares of NIS 1 each par value of the Company for a total consideration of NIS 18 million; for further details, see Note 26C(1) to the annual consolidated financial statements.
docx.31.3.2026 A - 418 / Solo interim
| Tel. +972-3-6232525
Fax. +972-3-5622555
ey.com | Kost Forer Gabbay & Kasierer
144A Menachem Begin Road,
Tel-Aviv 6492102 |
| --- | --- |
To
The Board of Directors of
Electra Consumer Products (1970) Ltd. ("the Company")
98 Yigal Alon. Tel Aviv-Yafo
Dear Sirs/Mesdames,
Consent letter regarding the shelf prospectus of Electra Consumer Products (1970) Ltd. from May 2026
We hereby inform you that we agree to the inclusion (including by way of reference) of our reports detailed below on the basis of the shelf prospectus from May 2026:
-
The Independent Auditor's report dated March 24, 2026, on the consolidated financial statements of the Company as of December 31, 2025 and 2024, and for each of the three years ended December 31, 2025, 2024, and 2023.
-
A special report of the Independent Auditor dated March 24, 2026, on the separate financial information of the Company as of December 31, 2025 and 2024, and for each of the three years ended December 31, 2025, 2024, and 2023, according to Regulation 9C of the Securities Regulations (Periodic and Immediate Reports), 1970.
-
The Independent Auditor's report dated March 24, 2026, on the audit of the effectiveness of internal control over financial reporting of the Company as of December 31, 2025.
We agree that this letter will be included in the shelf prospectus of the Company.
Kost Forer Gabbay & Kasierer
Chapter D
Report on the Effectiveness of Internal Control
Attached hereto is a first quarter report for the year 2026 regarding the effectiveness of internal control over financial reporting and disclosure according to Regulation 38C(a) of the Securities Regulations (Periodic and Immediate Reports), 1970:
Management, under the supervision of the Board of Directors of Electra Consumer Products (1970) Ltd. (hereinafter: "the Corporation"), is responsible for the determination and existence of adequate internal control over financial reporting and disclosure in the Corporation.
In this regard, the members of management are:
- Zvika (Zvi) Schwimmer, Chief Executive Officer;
- Netanel (Nati) Butbul, Chief Financial Officer;
-
Miki Biton, CEO of the Electrical Consumer Products segment;
-
Tal Beit Halachmi, CEO of the Customer Division and Deputy CEO of the Electrical Consumer Products segment;
- Yoram Badash and Shmuel (Shmulik) Mandizitsky, Joint CEOs of Electrical Retail;
- Michael Luboshitz, Deputy CEO Global Retail;
- Shahar Peri, VP Supply Chain and Operations.
Internal control over financial reporting and disclosure includes controls and procedures existing in the Corporation which were designed by the Chief Executive Officer and the most senior officer in the finance field or under their supervision or by whoever actually performs the said roles, under the supervision of the Corporation's Board of Directors, and which are intended to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of reports in accordance with the provisions of the law, and to ensure that information that the Corporation is required to disclose in the reports it publishes according to the provisions of the law is collected, processed, summarized and reported on the date and in the format prescribed by law.
Internal control includes, among other things, controls and procedures designed to ensure that information that the Corporation is required to disclose as aforesaid, is accumulated and transferred to the Corporation's management, including to the Chief Executive Officer and to the most senior officer in the finance field or to whoever actually performs the said roles, in order to enable decision-making at the appropriate time, in reference to the disclosure requirements.
Due to its inherent limitations, internal control over financial reporting and disclosure is not intended to provide absolute assurance that a misleading presentation or omission of information in the reports will be prevented or discovered.
In the annual report regarding the effectiveness of internal control over financial reporting and disclosure which was attached to the periodic report for the period ended December 31, 2025 (hereinafter: "the last annual report regarding internal control"), the Board of Directors and management evaluated the internal control in the Corporation; based on this evaluation, the Board of Directors and the Corporation's management reached the conclusion that the internal control as aforesaid, as of December 31, 2025, is effective.
Until the date of the report, no event or matter was brought to the attention of the Board of Directors and management that would change the evaluation of the effectiveness of the internal control, as presented in the framework of the last annual report regarding internal control.
As of the date of the report, based on the evaluation of the effectiveness of the internal control in the last annual report regarding internal control, and based on information brought to the attention of management and the Board of Directors as aforesaid, the internal control is effective.
5/27/2026 4:55:47 AM v1.2.5
-2-
Management Declaration
CEO Declaration
According to Regulation 38C(d)(1) of the Securities Regulations (Periodic and Immediate Reports), 1970:
I, Zvika Schwimmer, declare that:
-
I have examined the quarterly report of Electra Consumer Products (1970) Ltd. (hereinafter: "the Corporation") for the first quarter of the year 2026 (hereinafter: "the Reports");
-
To my knowledge, the Reports do not include any misrepresentation of a material fact and do not lack a representation of a material fact necessary so that the representations included in them, in light of the circumstances in which those representations were included, will not be misleading with respect to the period of the Reports;
-
To my knowledge, the financial statements and other financial information included in the Reports fairly reflect, in all material respects, the financial position, results of operations, and cash flows of the Corporation for the dates and periods to which the Reports refer;
-
I have disclosed to the Corporation's accountant (auditor), to the Board of Directors and to the Audit and Financial Statements Committee of the Corporation, based on my most recent evaluation of the internal control over financial reporting and disclosure:
a. All significant deficiencies and material weaknesses in the determination or operation of the internal control over financial reporting and disclosure that could reasonably adversely affect the Corporation's ability to collect, process, summarize, or report financial information in a manner that casts doubt on the reliability of the financial reporting and the preparation of the financial statements in accordance with the provisions of the law; and also -
b. Any fraud, whether material or not material, involving the CEO or his direct subordinates or involving other employees who have a significant role in the internal control over financial reporting and disclosure;
- I, alone or together with others in the Corporation:
a. Established controls and procedures, or ensured the establishment and existence under my supervision of controls and procedures, designed to ensure that material information relating to the Corporation, including its consolidated companies as defined in the Securities Regulations (Annual Financial Statements), 2010, is brought to my knowledge by others in the Corporation and in the consolidated companies, particularly during the preparation period of the Reports; and also -
b. Established controls and procedures, or ensured the establishment and existence under my supervision of controls and procedures, designed to reasonably ensure the reliability of the financial reporting and the preparation of the financial statements in accordance with the provisions of the law, including in accordance with accepted accounting principles;
c. No event or matter that occurred during the period between the date of the last report (the Periodic report as of December 31, 2025) and the date of this report has been brought to my knowledge, which would change the conclusion of the Board of Directors and the Management regarding the effectiveness of the internal control over financial reporting and disclosure of the Corporation.
Nothing in the above shall derogate from my responsibility or the responsibility of any other person, under any law.
Zvika Schwimmer, CEO
-3-
Management Declaration
Declaration of the Senior Officer in Finance
According to Regulation 38C(d)(2) of the Securities Regulations (Periodic and Immediate Reports), 1970:
I, Netanel Botbol, declare that:
-
I have examined the interim financial statements and other financial information included in the reports for the interim period of Electra Consumer Products (1970) Ltd. (hereinafter: "the Corporation") for the first quarter of the year 2026 (hereinafter: "the Reports" or "the Interim Reports");
-
To my knowledge, the interim financial statements and other financial information included in the Interim Reports do not include any misrepresentation of a material fact, and do not lack a representation of a material fact necessary so that the representations included in them, in light of the circumstances in which those representations were included, will not be misleading with respect to the period of the reports;
-
To my knowledge, the interim financial statements and other financial information included in the Interim Reports fairly reflect, in all material respects, the financial position, results of operations, and cash flows of the Corporation for the dates and periods to which the reports refer;
-
I have disclosed to the Corporation's accountant (auditor), to the Board of Directors and to the Audit and Financial Statements Committee of the Corporation, based on my most recent evaluation of the internal control over financial reporting and disclosure:
a. All significant deficiencies and material weaknesses in the determination or operation of the internal control over financial reporting and disclosure, as they relate to the interim financial statements and other financial information included in the reports for the interim period, that could reasonably adversely affect the Corporation's ability to collect, process, summarize, or report financial information in a manner that casts doubt on the reliability of the financial reporting and the preparation of the financial statements in accordance with the provisions of the law; and also -
b. Any fraud, whether material or not material, involving the CEO or his direct subordinates or involving other employees who have a significant role in the internal control over financial reporting and disclosure.
- I, alone or together with others in the Corporation -
a. Established controls and procedures, or ensured the establishment and existence under our supervision of controls and procedures, designed to ensure that material information relating to the Corporation, including its consolidated companies as defined in the Securities Regulations (Annual Financial Statements), 2010, is brought to my knowledge by others in the Corporation and in the consolidated companies, particularly during the preparation period of the reports for the interim period; and also -
b. Established controls and procedures, or ensured the establishment and existence under his supervision of controls and procedures, designed to reasonably ensure the reliability of the
financial reporting and the preparation of the financial statements in accordance with the provisions of the law, including in accordance with accepted accounting principles;
c. No event or matter that occurred during the period between the date of the last report (quarterly or periodic, as the case may be) and the date of this report, relating to the interim financial statements and any other financial information included in the reports for the interim period, has been brought to my knowledge, which would change, in my assessment, the conclusion of the Board of Directors and the Management regarding the effectiveness of the internal control over financial reporting and disclosure of the Corporation.
Nothing in the above shall derogate from my responsibility or the responsibility of any other person, under any law.
Netanel Botbol
CFO
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