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Electra Ltd. Interim / Quarterly Report 2026

May 25, 2026

6765_rns_2026-05-25_041357af-3c33-4afd-b3d9-c86b3f329143.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.

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2026

Financial Statements

March 31, 2026


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. .

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Interim Consolidated Financial Statements

As of March 31, 2026

(Unaudited)

EXCELLENCE ACROSS DECADES

Concessions ♦ Real Estate Development ♦ Building & Infrastructure Projects ♦ Operation, Service & Maintenance


Electra Ltd.

Board of Directors' Report on the State of the Corporation's Affairs 16

Interim Consolidated Financial Statements (Unaudited) 36

Special Report according to Regulation 38D 37-44

Quarterly Report on the Effectiveness of Internal Control 45-48


EXCELLENCE ACROSS DECADES

Concessions • Real Estate Development • Building & Infrastructure Projects • Operation, Service & Maintenance

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Board of Directors' Report on the State of the Corporation's Affairs

For the three-month period ended March 31, 2026


EXCELLENCE ACROSS DECADES

Concessions Real Estate Development Building & Infrastructure Projects Operation, Service & Maintenance

5/25/2026 | 8:37:04 AM | v1.2.5


Building Rendering

Board of Directors' Report on the State of the Corporation's Affairs

For a period of three months ended March 31, 2026

Franchising Real Estate Development Buildings and Infrastructure Projects Operation, Service and Maintenance

Board of Directors' Report on the State of the Corporation's Affairs

The Board of Directors of Electra Ltd. is pleased to submit the Board of Directors' Report on the state of the affairs of the Company and its consolidated companies ("the Group") for the period of three months ended March 31, 2026

1. Description of the Corporation and its Business Environment

As of the date of the report, the Group operates in Israel and abroad in five segments: Buildings and Infrastructure Projects segment in Israel; Buildings and Infrastructure Projects segment abroad; Operation, Service and Maintenance segment; Real Estate Development and Construction segment; and the Franchising segment.

The Group's activities are performed through the Company and its subsidiaries. For details, see Section 2 of the Business Description Report as of December 31, 2025.

2. Financial Position

The following are key figures from the balance sheet (NIS millions):

31.03.2026 31.12.2025 Change in %
Amount % Amount %
Current assets 9,005 66.1 8,991 66.7 0.2
Non-current assets 4,620 33.9 4,486 33.3 3.0
Current liabilities 8,118 59.6 8,427 62.5 (3.7)
Non-current liabilities 3,145 23.1 2,692 20.0 16.8
Equity 2,362 17.3 2,358 17.5 0.2
Total balance sheet 13,625 100.0 13,477 100.0 1.1

The Group's assets in the consolidated balance sheet at the end of the period totaled NIS 13,625 million compared to a total of NIS 13,477 million as of December 31, 2025.

The excess of current assets over current liabilities totaled NIS 887 million compared to a total of NIS 564 million as of December 31, 2025, and the current ratio as of March 31, 2026, is approximately 1.1, similar to the current ratio as of December 31, 2025.

Board of Directors' Report on the State of the Corporation's Affairs

2. Financial Position (Continued)

Item As of March 31 2026 (NIS in millions) As of December 31 2025 (NIS in millions) Board of Directors' Explanations
Current assets 9,005 8,991 The change mainly resulted from an increase in the balance of trade receivables and income receivable from work on construction contracts, net of a decrease in inventory and real estate inventory balances.
Non-current assets 4,620 4,486 The increase mainly resulted from an increase in the balance of right-of-use assets in the amount of NIS 77 million, primarily due to a new office lease agreement during the report period.
Current liabilities 8,118 8,427 The decrease mainly resulted from a decrease in the balance of trade payables in the amount of NIS 357 million.
Non-current liabilities 3,145 2,692 The increase mainly resulted from an increase in the balance of BONDS in the amount of NIS 220 million, following the expansion of series 6 performed during the report period, an increase in the balance of lease liabilities in the amount of NIS 74 million mainly due to a new office lease agreement during the report period, and an increase in the balance of loans to finance the franchising segment in the amount of NIS 106 million mainly for the purpose of purchasing buses.
Equity 2,362 2,358 The change mainly resulted from a total profit for the period in the amount of NIS 37 million, net of dividends to the company's shareholders and non-controlling interest holders in the amount of NIS 27 million and the purchase of treasury shares in the amount of NIS 10 million.

3. Results of Operations

Below is a summary table of business results by quarter (in NIS millions):

Quarter 1-3/26 Quarter 10-12/25 Quarter 7-9/25 Quarter 4-6/25 Quarter 1-3/25
Revenues from performance of works and provision of services 3,853 3,695 3,474 3,411 3,373
Cost of works and services (3,593) (3,460) (3,281) (3,175) (3,136)
Gross profit 260 235 193 236 237
General and administrative expenses (126) (128) (129) (122) (113)
Selling and marketing expenses (16) (16) (15) (18) (16)
Company's share in losses of entities accounted for using the equity method, net (6) (7) (4) (*) (2)
Quarter 1-3/26 Quarter 10-12/25 Quarter 7-9/25 Quarter 4-6/25 Quarter 1-3/25
Other income (expenses), net (1) (1) 17 1 1
Operating profit (EBIT) 111 83 62 97 107
EBITDA (**) 234 205 182 216 223
Financing expenses, net (30) (19) (20) (4) (19)
Profit before taxes on income 81 64 42 93 88
Taxes on income (21) (18) (7) (25) (22)
Net profit 60 46 35 68 66
Attributable to:
Shareholders of the company 44 34 23 55 56
Non-controlling interests 16 12 12 13 10
60 46 35 68 66

() Amount less than NIS 1 million.
(
*) Operating profit plus depreciation and amortization and stock-based compensation cost. This metric is not based on generally accepted accounting principles and is not a substitute for information included in the financial reports. This metric is used by the company's management, among other things, as a measure of the Group's ability to generate cash from business operations.

3. Results of Operations (Continued)

7

1-3/2026 (NIS in millions) 1-3/2025 (NIS in millions) Board of Directors' Explanations
Revenues from performance of works and provision of services 3,853 3,373 The increase in revenues resulted mainly from organic growth in activity volumes in the Buildings and Infrastructure Projects segment in Israel, the Operation, Service and Maintenance segment, and the Real Estate Development and Construction segment. For details regarding the Group's revenues segmented by activity sectors, see Section 4 below.
Gross profit 260 237 The main change in gross profit resulted from an increase in the gross profit of the Buildings and Infrastructure Projects segment abroad, the Operation, Service and Maintenance segment, and the Franchising segment.
General and administrative expenses (126) (113) The increase resulted mainly from the first-time consolidation of Ter-Arma which was acquired at the end of the third quarter of 2025, as well as an increase in general and administrative expenses in the rest of the Group's companies.
1-3/2026 (NIS in millions) 1-3/2025 (NIS in millions) Board of Directors' Explanations
Selling and marketing expenses (16) (16) No significant change.
Company's share in losses of entities accounted for using the equity method, net (6) (2) The increase in loss resulted mainly from losses generated during the report period in the Buildings and Infrastructure Projects segment abroad.
Other income (expenses), net (1) 1 No significant change.
Operating profit 111 107
Financing expenses, net (30) (19) The increase in financing expenses, net, resulted mainly from a decrease in financing income regarding financial liabilities in connection with company acquisitions as well as an increase in financing costs in the Real Estate Development and Construction segment.
Profit before taxes on income 81 88
Taxes on income (21) (22) The decrease resulted mainly from a decrease in profit before tax.
Net profit 60 66

5/25/2026 | 8:37:09 AM | v1.2.5

Board of Directors Report on the State of the Corporation's Affairs

4. Reporting on Business Segments

For the three-month period ended March 31, 2026 (in NIS millions)

Projects for Buildings and Infrastructure in Israel Projects for Buildings and Infrastructure Abroad Operation, Service and Maintenance Development and Construction of Real Estate in Initiation Concessions Unallocated expenses and adjustments to consolidated Total consolidated
Revenues 2,021 573 876 200 280 (97) 3,853
Inter-segment revenues (92) - (5) - - 97 -
Revenues from external parties 1,929 573 871 200 280 - 3,853
Operating profit 7 14 70 13 16 (9) 111
EBITDA 38 22 105 13 58 (2) 234

For the three-month period ended March 31, 2025 (in NIS millions)

Projects for Buildings and Infrastructure in Israel Projects for Buildings and Infrastructure Abroad Operation, Service and Maintenance Development and Construction of Real Estate in Initiation Concessions Unallocated expenses and adjustments to consolidated Total consolidated
Revenues 1,636 604 775 166 293 (101) 3,373
Inter-segment revenues (94) - (7) - - 101 -
Revenues from external parties 1,542 604 768 166 293 - 3,373
Operating profit 12 11 67 12 11 (6) 107
EBITDA 39 18 99 12 53 2 223

For the year ended December 31, 2025 (in NIS millions)

Board of Directors Report on the State of the Corporation's Affairs

4. Reporting on Business Segments (Continued)

A. Projects for Buildings and Infrastructure in Israel

Revenues during the report period amounted to NIS 2,021 million (approximately 51% of revenues) compared to NIS 1,636 million (approximately 47% of revenues) in the corresponding period last year, an increase of approximately 24% which resulted mainly from an increase in execution volumes. In addition, there was an increase due to the first-time consolidation of Ter-Arma at the end of the third quarter of 2025 in the amount of approximately NIS 70 million.

Operating profit in the report period amounted to NIS 7 million (approximately 6% of the sectoral operating profit) compared to NIS 12 million (approximately 11% of the sectoral operating profit) in the corresponding period last year, a decrease of approximately 42%, resulting primarily from a decrease in the profitability of the infrastructure primary contracting sector and the electro-mechanical systems installation sector compared to the corresponding period last year.

B. Projects for Buildings and Infrastructure Abroad

Revenues in the report period amounted to NIS 573 million (approximately 15% of revenues) compared to NIS 604 million (approximately 18% of revenues) in the corresponding period last year, a decrease of approximately 5%, resulting from a decrease in the Group's operations in Europe.

Operating profit in the report period amounted to NIS 14 million (approximately 12% of the sectoral operating profit) compared to NIS 11 million (approximately 10% of the sectoral operating profit) in the corresponding period last year, an increase of approximately 27%, resulting mainly from growth in operations in the USA, which was offset by a decrease in the profitability of operations in Europe due to the decrease in activity volumes.

C. Operation, Service and Maintenance

Revenues in the report period amounted to NIS 876 million (approximately 22% of revenues) compared to NIS 775 million (approximately 22% of revenues) in the corresponding period last year, an increase of approximately 13%, resulting mainly from organic growth in activity volumes in this segment.

Operating profit in the report period amounted to NIS 70 million (approximately 58% of the sectoral operating profit) compared to NIS 67 million (approximately 59% of the sectoral operating profit) in the corresponding period last year, an increase of approximately 4%, resulting from an increase in profit across most activity areas in this segment compared to the corresponding period last year.

4. Reporting on Business Segments (Continued)

D. Development and Construction of Real Estate in Initiation

Revenues in the report period amounted to NIS 200 million (approximately 5% of revenues) compared to NIS 166 million (approximately 5% of revenues) in the corresponding period last year, an increase of approximately 20%, resulting mainly from an increase in the Group's execution volumes during the report period compared to the corresponding period last year.

Operating profit in the report period amounted to NIS 13 million (approximately 11% of the sectoral operating profit) compared to NIS 12 million (approximately 10% of the sectoral operating profit) in the corresponding period last year.

E. Concessions

Revenues in the report period amounted to NIS 280 million (approximately 7% of total revenues), compared to NIS 293 million (approximately 8% of total revenues) in the corresponding period last year, a decrease of approximately 4%. Most of the decrease in revenues resulted from a decrease in the revenues of Electra Afikim's public transportation activities compared to the corresponding period last year, in light of the effects of Operation "Lion's Roar".

Operating profit in the report period amounted to NIS 16 million (approximately 13% of the sectoral operating profit) compared to NIS 11 million (approximately 10% of the sectoral operating profit) in the corresponding period last year, an increase of approximately 45%, which resulted primarily from an increase in the profits of Electra Afikim's public transportation activities.

5. Backlog of Works

The Group's backlog of works as of March 31, 2026 amounted to NIS 39,366 million compared to NIS 39,772 million at the end of 2025. The backlog as of March 31, 2026 includes the Group's share in the backlog of entities treated under the equity method, in the amount of NIS 427 million (as of December 31, 2025 - NIS 440 million).

Below is a table detailing the backlog of works (in NIS millions):

March 31, 2026 December 31, 2025
March 31 2026 March 31 2026 March 31 2026 March 31 2026 March 31 2026 December 31 2025 December 31 2025 December 31 2025 December 31 2025 December 31 2025
Distribution of the backlog of works by operating segments Projects for Buildings and Infrastructure in Israel Projects for Buildings and Infrastructure Abroad Operation, Service and Maintenance (*) Concessions (*) Total Projects for Buildings and Infrastructure in Israel Projects for Buildings and Infrastructure Abroad Operation, Service and Maintenance (*) Concessions (*) Total
Excluding affiliated companies 24,579 5,547 4,722 4,091 38,939 24,826 5,395 4,552 4,559 39,332
In respect of affiliated companies - 4 - 423 427 - 7 - 433 440
Total 24,579 5,551 4,722 4,514 39,366 24,826 5,402 4,552 4,992 39,772
Backlog distribution excluding the Group's share in affiliated companies
For execution in 2026 5,865 1,420 2,434 842 10,561
For execution from 2027 onwards 18,714 4,127 2,288 3,249 28,378
Total 24,579 5,547 4,722 4,091 38,939

(*) The backlog includes backlog for the operation of concession projects and wastewater treatment plants for long periods totaling NIS 5,401 million (of which a total of NIS 1,265 million of this backlog will be performed within 12 months from the balance sheet date). The backlog of works in the operation, service and maintenance segment consists of both long-term engagement contracts and renewable period engagement contracts, which include the client's right to terminate them at any stage. For the renewable period contracts, the Group includes a backlog reflecting 12 months of revenue from the balance sheet date. Based on past experience, the rate of contracts canceled by clients is negligible and the company expects the cancellation rate of the yet-to-be-realized backlog of works to be negligible.

It is clarified that the Group's backlog of works as well as the Company's estimates regarding cancellation rates constitute "forward-looking information", as defined in Section 32A of the Securities Law, 5728-1968, based on information available to the Group on the report date, Group estimates considering past experience and the knowledge accumulated by it on the subject, various estimates regarding the state of the markets in which the Group operates and external factors not under the Group's control. Therefore, there is no certainty that the above will indeed materialize and actual results may be materially different from the estimates detailed above, among other things because the execution of the backlog changes according to many conditions, including: market conditions, client requirements, permits required for the execution of works, financing arrangements the client needs for the project, delays in the supply of raw materials and equipment, and in light of the impact of risk factors the company is exposed to as detailed in Section 80 of Part A in the Corporation's Business Description Report as of December 31, 2025.

5/25/2024 | 8:37:10 AM | v1.2.5

6. Liquidity and Sources of Financing

Below are the Board of Directors' explanations for the company's liquidity situation for the three-month period ended March 31, 2026 (in NIS millions):

Item For the three months ended March 31 2026 For the three months ended March 31 2025 For the year ended December 31 2025
Net cash generated from (used for) operating activities before land acquisition (223) (160) 654
Land acquisition (2) (238) (271)
Net cash generated from (used for) operating activities (225) (398) 383
Net cash used for investing activities (171) (229) (490)
Net cash generated from financing activities 367 336 263
Translation differences regarding cash and cash equivalents balances (6) 9 (9)
Increase (decrease) in cash and cash equivalents (35) (282) 147
Cash and cash equivalents balance at the beginning of the period 1,338 1,191 1,191
Cash and cash equivalents balance at the end of the period 1,303 909 1,338

Cash flows from operating activities

Mainly resulted from an increase in operating working capital during the report period less the group's operating profitability.

Cash flows from investing activities

Cash flows used for investing activities during the report period mainly resulted from the acquisition of fixed assets (primarily buses) and payment of a liability for deferred consideration in the Terra-Arma transaction.

Cash flows from financing activities

Cash flows generated from financing activities during the report period mainly resulted from the issuance of BONDS and receiving long-term loans for financing real estate development and for financing the franchise sector.

7. Projected Cash Flow Disclosure for Financing the Repayment of the Group's Liabilities

As of the report date, no warning signs exist as defined in Regulation 10(b)14 of the Securities Regulations (Periodic and Immediate Reports), 1970. In the opinion of the Company's Board of Directors, as of the report date, despite a deficit in separate financial information attributable to the company, this does not indicate a liquidity problem in the company, based on projected cash flow, taking into account, among other things, the company's liquidity balances, the company's outstanding debt, the expected flow from operating activities, and the company's unutilized committed bank credit facilities.

8. Material Events During the Reporting Period and Thereafter

A. See Notes 1 and 6 in the interim consolidated financial statements as of March 31, 2026.

B. During the period from the balance sheet date (March 31, 2026) until close to the publication date of the financial statements (May 25, 2026), changes occurred in exchange rates relative to the NIS, including in currencies in countries where the Group operates.

Below are details regarding the aforementioned change (from 31.3.2026 to 23.5.2026):

Currency In %
US Dollar (8.15%)
European Euro (7.06%)
Russian Ruble 4.86%
Nigerian Naira (7.23%)
Polish Zloty (6.02%)

Since part of the Group's income is in foreign currency, the Group estimates that the changes in exchange rates as they are correct to the publication date of this report, are expected to affect the Group's results and its balance sheet (including equity). However, the impact of exchange rates on the business results of the second quarter of 2026 will be determined according to the actual exchange rates during the quarter as a whole and at its end (June 30, 2026).

9. Self-Purchase Programs

On March 29, 2020, the Company's Board of Directors decided to increase the scope of the existing purchase plan for the company's shares, so that the total amount of the plan will stand at approximately NIS 163 million. The Board of Directors also decided to approve and adopt a self-purchase plan for the company's BONDS (Series D and E), as they will be from time to time, in a total scope of up to NIS 100 million. For further details, see Notes 28H and 33B to the consolidated financial statements as of December 31, 2025. During the report period, the company purchased 99,100 ordinary shares of the company under the plan for a total consideration of approximately NIS 10 million.

10. Directors with Accounting and Financial Expertise

During the report period, there was no change regarding the determination of the minimum required number of directors with financial accounting expertise on the Company's Board of Directors.

11. Independent Directors

As of the report date, the company has not adopted in its articles of association any provision regarding the rate of independent directors as defined in Section 1 of the Companies Law, 1999.

12. Disclosure Regarding the Internal Auditor of the Corporation

During the report period, no material changes occurred regarding the data concerning the Company's internal auditor as detailed in the Company's periodic report for 2025.

13. Donations

Since the date of publication of the Company's periodic report for 2025, no material change has occurred regarding the company's social involvement and contribution to the community.

14. Details Regarding the Company's Certificates of Indebtedness

  • see Appendix A to this Board of Directors' report.

The Board of Directors thanks the company's managers and staff for their contribution

The Board of Directors

Itamar Deutscher

CEO

Michael Salkind

Chairman of the Board of Directors

May 25, 2026

14

Appendix A - Details Regarding the Corporation's Certificates of Indebtedness - Below are details regarding the BONDS series (NIS thousands)

Title Title Authors Status
A. Issuance Date 241,142 par value BONDS were listed for trading on June 19, 2014, based on a shelf offering report dated June 18, 2014, by virtue of a shelf prospectus dated May 22, 2014 (hereinafter: "2014 Prospectus").
181,403 par value BONDS were listed for trading on February 12, 2015, based on the shelf offering report published by the Company on February 11, 2015, by virtue of the 2014 Prospectus.
200,000 par value BONDS were listed for trading on September 27, 2016, based on the shelf offering report published by the Company on September 25, 2016, by virtue of the 2014 Prospectus.
96,000 par value BONDS were listed for trading on August 29, 2017, based on the shelf offering report published by the Company on August 27, 2017, by virtue of a shelf prospectus dated May 30, 2017. 220,000 par value BONDS were listed for trading on December 10, 2018, based on a shelf offering report dated December 6, 2018, and as amended on December 9, 2018, by virtue of a shelf prospectus dated May 30, 2017.
150,000 par value BONDS were listed for trading on October 6, 2019, based on a shelf offering report published by the Company on October 2, 2019, by virtue of a shelf prospectus dated May 30, 2017, the validity of which was extended on May 20, 2019.
176,679 par value BONDS were listed for trading on October 12, 2020, based on a shelf offering report published by the Company on October 11, 2020, by virtue of a shelf prospectus dated May 11, 2020.
288,326 par value BONDS were listed for trading on February 20, 2023, based on a shelf offering report published by the Company on February 16, 2023, by virtue of a shelf prospectus dated May 11, 2020. 120,000 par value BONDS were listed for trading on August 9, 2021, based on a shelf offering report dated August 5, 2021, by virtue of a shelf prospectus dated May 11, 2020.
300,000 par value BONDS were listed for trading on January 8, 2024, based on a shelf offering report published by the Company on January 4, 2024, by virtue of a shelf prospectus dated May 31, 2023.
350,000 par value BONDS were listed for trading on January 28, 2025, based on a shelf offering report published by the Company on January 26, 2025, by virtue of a shelf prospectus dated May 31, 2023.
400,000 par value BONDS were listed for trading on January 5, 2026, based on a private offering report dated December 31, 2025.
B. Par value at issuance 241,142 (additional 477,403 par value were issued until the report date) 220,000 (additional 615,005 par value were issued until the report date). 120,000 (additional 1,050,000 par value were issued until the report date).
C. Par value as of 31.03.2026 65,879 483,915 1,059,593
D. Premium (discount) and liabilities regarding update of covenants, net of issuance expenses, net Par value balance as of 31.03.2026 889
66,768 9,804
493,719 (141,056)
918,537
E. Accrued interest amount as of 31.03.2026 650 4,243 6,670
F. Fair value in reports Presented on an amortized cost basis Presented on an amortized cost basis Presented on an amortized cost basis
G. Stock exchange value as of 31.03.2026 66,386 479,317 947,594
H. Interest type (fixed or variable) Fixed annual - until November 11, 2021, at a rate of 3.75% and from November 12, 2021, at a rate of 4%. Fixed annual - until November 11, 2021, at a rate of 3.75% and from November 12, 2021, at a rate of 4%. Fixed annual - at a rate of 2.07%
I. Principal payment dates 11 equal payments at a rate of 8.3333% of the principal amount each and a final payment at a rate of 8.33337% of the principal amount, which will be paid on June 30 of each of the years 2015 to 2026 (inclusive). 8 equal payments at a rate of 11.1111% of the principal amount each and a final payment at a rate of 11.1112% of the principal amount, which will be paid on January 10 of each of the years 2023 to 2031 (inclusive). 12 equal payments at a rate of 7.75% of the principal amount each and a final payment at a rate of 7.0% of the principal amount, which will be paid on December 10 of each of the years 2023 to 2035 (inclusive).
J. Interest payment dates Semi-annual payments on December 31 and June 30 of each of the years 2014 to 2026 (inclusive) Semi-annual payments on July 10 and January 10 of each of the years 2019 to 2031 (inclusive) Semi-annual payments on June 10 and December 10 of each of the years 2021 to 2035 (inclusive)
K. Linkage terms for principal and interest None None None
L. Conversion right None None None
Title BONDS AND BONDS FOR EXAMPLE BONDS AND BONDS FOR BONDS BONDS AND BONDS FOR BONDS
M. Right to early redemption or forced conversion In a case where the stock exchange decides to delist the BONDS from trading because the value of the BONDS series has decreased below the amount determined in the stock exchange guidelines regarding delisting of BONDS from trading, the company will not perform early redemption of the BONDS. The company shall be entitled to perform, at its sole discretion, full or partial early redemption of BONDS (Series 4), at the price, mechanism, timelines, and other conditions set forth in Section 8.2 of the terms overleaf in the trust deed for the BONDS (Series 4). In a case where the stock exchange decides to delist the BONDS from trading because the value of the BONDS series has decreased below the amount determined in the stock exchange guidelines regarding delisting of BONDS from trading, the company will perform early redemption of the BONDS (Series 5), at the price, mechanism, timelines, and other conditions set forth in Section 6.1 of the trust deed for the BONDS (Series 5). The company shall be entitled to perform, at its sole discretion, full or partial early redemption of BONDS (Series 5), at the price, mechanism, timelines, and other conditions set forth in Section 6.2 of the trust deed for the BONDS (Series 5). In a case where the stock exchange decides to delist the BONDS from trading because the value of the BONDS series has decreased below the amount determined in the stock exchange guidelines regarding delisting of BONDS from trading, the company will perform early redemption of the BONDS (Series 6), at the price, mechanism, timelines, and other conditions set forth in Section 6.1 of the trust deed for the BONDS (Series 6). The company shall be entitled to perform, at its sole discretion, full or partial early redemption of BONDS (Series 6), at the price, mechanism, timelines, and other conditions set forth in Section 6.2 of the trust deed for the BONDS (Series 6).

5/25/2026 | 8:37:12 AM | v1.2.5

Appendix A - (Continued)

Series BONDS - Series 4 (7390149) BONDS - Series 5 (7390222) BONDS - Series 6 (7390263)
14. Guarantee for the payment of liabilities Not secured by a lien Not secured by a lien Not secured by a lien
15. Details about the Trustee
Trustee name - Name of the person in charge at the trust company - Contact information - Address - Mishmeret Trust Company Ltd.
Accountant Rami Sabati
Phone: 03-6374352
Fax: 03-6374344
Email: [email protected]
46-48 Menachem Begin Road, "Amot Bituach House", 18th Floor, Tel Aviv Mishmeret Trust Company Ltd.
Accountant Rami Sabati
Phone: 03-6374352
Fax: 03-6374344
Email: [email protected]
46-48 Menachem Begin Road, "Amot Bituach House", 18th Floor, Tel Aviv Mishmeret Trust Company Ltd.
Accountant Rami Sabati
Phone: 03-6374352
Fax: 03-6374344
Email: [email protected]
46-48 Menachem Begin Road, "Amot Bituach House", 18th Floor, Tel Aviv
16. Rating^{1}
Last rating (reference number)
Name of the rating company
Rating at the date of issuance
Rating as of the report date A+/stable
2.3.2026
(2026-15-018989)
Maalot
A+/stable
A+/stable A+/stable
2.3.2026
(2026-15-018989)
Maalot
AA-/stable
A+/stable A+/stable
2.3.2026
(2026-15-018989)
Maalot
(Midroog) A1/stable
A+/stable
17. Additional ratings a. On 1.1.2026: A+ - Stable
b. On 2.3.2025: A+ - Stable
c. On 22.2.2025: A+ - Stable
d. On 23.1.2025: A+ - Stable
e. On 22.2.2024: A+ - Stable
f. On 3.1.2024: A+ - Stable
g. On 15.2.2023: A+ - Stable
h. On 14.2.2023: A+ - Stable
i. On 19.7.2022: A1 - Stable
j. On 1.3.2022: A+ - Stable
k. On 6.7.2021: A1 - Stable
l. On 22.2.2021: A+ - Stable
m. On 6.10.2020: A+ - Stable
n. On 14.7.2020: A1 - Stable
o. On 9.3.2020: A+ - Stable
p. On 25.9.2019: A+ - Stable
q. On 22.9.2019: A+ - Stable
r. On 30.6.2019: A1 - Stable
s. On 3.3.2019: AA- - Stable
t. On 21.11.2018: AA - Stable
u. On 16.7.2018: A1 - Stable
v. On 27.8.2017: A1 - Stable
w. On 27.8.2017: AA - Stable
x. On 27.4.2017: A1 - Stable
y. On 28.2.2017: AA- - Stable
z. On 25.9.2016: AA- - Stable
aa. On 29.2.2016: AA- - Stable
bb. On 10.11.2015: A1 - Stable
cc. On 3.3.2015: A+ - Positive
dd. On 11.2.2015: A1 - Stable
ee. On 18.6.2014: A1 - Stable
ff. On 15.6.2014: A1 - Stable
gg. On 29.5.2014: iIA - Stable a. On 1.1.2026: A+ - Stable
b. On 2.3.2025: A+ - Stable
c. On 22.2.2025: A+ - Stable
d. On 23.1.2025: A+ - Stable
e. On 22.2.2024: A+ - Stable
f. On 3.1.2024: A+ - Stable
g. On 15.2.2023: A+ - Stable
h. On 14.2.2023: A+ - Stable
i. On 1.3.2022: A+ - Stable
j. On 22.2.2021: A+ - Stable
k. On 6.10.2020: A+ - Stable
l. On 9.3.2020: A+ - Stable
m. On 25.9.2019: A+ - Stable
n. On 22.9.2019: A+ - Stable
o. On 3.3.2019: AA- - Stable
p. On 21.11.2018: AA- - Stable a. On 1.1.2026: A+ - Stable
b. On 2.3.2025: A+ - Stable
c. On 22.2.2025: A+ - Stable
d. On 23.1.2025: A+ - Stable
e. On 22.2.2024: A+ - Stable
f. On 3.1.2024: A+ - Stable
g. On 13.3.2023: A+ - Stable
h. On 19.7.2022: A1 - Stable
i. On 12.7.2021: A1 - Stable
18. Compliance at the end of the report period and during it, with all terms and obligations under the trust deed Yes
The ratio of net financial debt to net balance sheet is 29.5%. The equity is NIS 2,362 million. Yes
The ratio of net financial debt to net balance sheet is 29.5%. The equity is NIS 2,362 million. Yes
The ratio of net financial debt to net balance sheet is 26.4%. The equity is NIS 2,362 million.
19. Have conditions occurred that constitute a cause for calling the BONDS for immediate repayment No No No
20. Is the series material? (above 5% of the company's total liabilities) No No Yes

1 On March 13, 2023, the Company announced the replacement of the rating company for the BONDS, so that from that date, all of the Company's BONDS are rated by Maalot only. For details, see immediate report dated March 13, 2023 (reference number: 2023-01-026223).

img-3.jpeg

Consolidated Interim Financial Statements as of March 31, 2026 (Unaudited)

Table of Contents

  • Review report of the auditing accountant ... 18
  • Consolidated Interim Financial Statements on the Financial Position ... 19
  • Consolidated Interim Financial Statements on Profit or Loss ... 21
  • Consolidated Interim Financial Statements on the Comprehensive Income ... 22
  • Consolidated Interim Financial Statements on the Changes in Equity ... 23
  • Consolidated Interim Financial Statements on the Cash Flows ... 26
  • Notes to the Consolidated Interim Financial Statements ... 29

Franchising

Real Estate Entrepreneurship

Projects for Buildings and Infrastructure

Operation, Service and Maintenance

Kost Forer Gabbay & Kasierer
Tel. +972-3-6232525
144A Menachem Begin St.,
Fax +972-3-5622555
Tel-Aviv 6492102
ey.com

Review Report of the Auditing Accountant to the Shareholders of Electra Ltd.

Introduction

We have reviewed the attached financial information of Electra Ltd. and subsidiaries (hereinafter - the Group), which includes the condensed consolidated statement of financial position as of March 31, and the condensed consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the three-month period ended on that date. The Board of Directors and Management are responsible for the preparation and presentation of financial information for these interim periods in accordance with International Accounting Standard IAS 34 - "Interim Financial Reporting", and they are also responsible for preparing financial information for these interim periods according to Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion on the financial information for these interim periods based on our review.

We did not review the condensed interim financial information of consolidated companies, whose assets included in the consolidation constitute approximately [X]% of the total consolidated assets as of March 31, and whose revenues included in the consolidation constitute approximately [X]% of the total consolidated revenues for the three-month period ended on that date. Furthermore, we did not review the condensed interim financial information of companies presented on an equity basis, the investment in which amounted to approximately NIS [X] million as of March 31, and whose part in the Group's profits of the said companies amounted to approximately NIS [X] million for the three-month period ended on that date. The condensed interim financial information of those companies was reviewed by other accountants whose review reports were provided to us, and our conclusion, as far as it relates to the financial information for those companies, is based on the review reports of the other accountants.

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 and on the review reports of other accountants, 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 and on the review reports of other accountants, nothing has come to our attention that causes us to believe that the aforementioned financial information does not fulfill, in all material respects, the disclosure instructions according to Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.

Tel-Aviv

May 25,

Respectfully yours,

Kost, Forer, Gabbay & Kasierer

Accountants

Consolidated Interim Financial Statements on the Financial Position (in NIS millions)

As of March 31 2026 As of March 31 2025 As of December 31 2025
Unaudited Unaudited Audited
Current Assets
Cash and cash equivalents 1,303 909 1,338
Short-term investments 3 50 19
Restricted cash and trust deposits 227 235 243
Trade receivables 2,269 1,952 1,993
Other receivables and debit balances 434 486 432
Revenue receivable from construction contract works 2,309 2,391 2,383
Inventory 289 297 353
Inventory of lands, buildings and apartments for sale 2,171 1,950 2,230
9,005 8,270 8,991
Non-current Assets
Investments in entities accounted for using the equity method, net 330 285 336
Long-term receivables and debit balances 56 46 53
Property, plant and equipment, net 1,041 873 1,017
Right-of-use assets, net 736 491 659
Goodwill and intangible assets, net 1,457 1,522 1,458
Receivables regarding service concession arrangements 101 299 85
Long-term real estate inventory 714 960 701
As of March 31 2026 As of March 31 2025 As of December 31 2025
Unaudited Unaudited Audited
Investment property under construction 86 82 85
Deferred taxes 99 67 92
4,620 4,625 4,486
13,625 12,895 13,477

The attached notes form an integral part of the consolidated interim financial statements.

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Consolidated Interim Financial Statements of Financial Position (in NIS millions)

As of March 31 2026 Unaudited As of March 31 2025 Unaudited As of December 31 2025 Audited
Current liabilities
Credit from banking and other institutions 494 605 558
Loans for real estate development financing 1,958 1,522 1,912
Loans for franchise sector financing 279 165 275
Current maturities of BONDS 260 226 225
Current maturities of lease liabilities 159 154 164
Liabilities to suppliers and service providers 2,654 2,498 3,011
Payables and credit balances 1,179 1,235 1,227
Liabilities for construction contract works 1,109 939 1,055
Dividend payable to company shareholders and non-controlling interests 26 54 -
8,118 7,398 8,427
Non-current liabilities
Liabilities to banking institutions 223 154 263
Loans for real estate development financing 172 338 77
Loans for franchise sector financing 557 616 451
BONDS 1,219 1,126 999
Lease liabilities 553 354 479
Other long-term liabilities 166 215 168
Liabilities for employee benefits, net 46 45 45
Deferred taxes 209 230 210
3,145 3,078 2,692
Equity attributable to company shareholders
Share capital and share premium 694 670 687
Reserves from translation differences in held companies and other reserves, net (583) (414) (557)
Treasury shares (153) (137) (143)
Retained earnings 1,857 1,774 1,839
1,815 1,893 1,826
Non-controlling interests 547 526 532
Total equity 2,362 2,419 2,358
13,625 12,895 13,477

The accompanying notes form an integral part of the consolidated interim financial statements.

Michael Salkind

May 25, 2026

Chairman of the Board

Itamar Deutscher

CEO

Shai Amsalem

CFO

Date of approval of the financial

statements

Consolidated Interim Financial Statements of Profit or Loss (in NIS millions)

For the 3 months ended March 31 2026 For the 3 months ended March 31 2025 For the year ended December 31 2025
Unaudited Unaudited Audited
Revenue from work execution and services 3,853 3,373 13,953
Cost of work and services (3,593) (3,136) (13,052)
Gross profit 260 237 901
General and administrative expenses (126) (113) (492)
Selling and marketing expenses (16) (16) (65)
Company's share in losses of entities accounted for using the equity method, net (6) (2) (13)
Other income (expenses), net (1) 1 18
Operating profit 111 107 349
Finance income 23 25 133
Finance expenses (53) (44) (195)
Finance expenses, net (30) (19) (62)
Profit before income taxes 81 88 287
Income taxes (21) (22) (72)
Net profit 60 66 215
Net profit attributable to:
Shareholders of the company 44 56 168
Non-controlling interests 16 10 47
60 66 215
Net profit per share attributable to the company's shareholders (in NIS)
For the 3 months ended March 31 2026 For the 3 months ended March 31 2025 For the year ended December 31 2025
Unaudited Unaudited Audited
Basic net profit per share 0.57 0.73 2.19
Diluted net profit per share 0.57 0.73 2.17

The accompanying notes form an integral part of the consolidated interim financial statements.

21

Consolidated Interim Financial Statements of Comprehensive Income (in NIS millions)

Consolidated Interim Financial Statements of Changes in Equity (in NIS millions)

Share capital and share premium Retained earnings Reserve for share-based payment transactions Hedge reserve Reserve for remeasurement of defined benefit plans Reserve for transactions with non-controlling interests Adjustments from translation of financial statements of foreign operations Treasury shares Total attributable to company shareholders Non-controlling interests Total equity
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Balance as of January 1, 2026 (Audited) 687 1,839 34 (13) 9 (140) (447) (143) 1,826 532 2,358
Net profit - 44 - - - - - - 44 16 60
Other comprehensive loss - - - (1) - (22) - - (23) (*) (23)
Total comprehensive income (loss) - 44 - (1) - (22) - - 21 16 37
Exercise of stock warrants 7 - (7) - - - - - - - -
Share-based payment cost - - 4 - - - - - 4 - 4
Purchase of treasury shares, net - - - - - - - (10) (10) - (10)
Dividend to non-controlling interests - - - - - - - - - (1) (1)
Dividend to company shareholders - (26) - - - - - - (26) - (26)
Balance as of March 31, 2026 694 1,857 31 (14) 9 (140) (469) (153) 1,815 547 2,362

*) Amount lower than 1 million NIS.
The accompanying notes form an integral part of the consolidated interim financial statements.

5/25/2026 | 8:37:15 AM | v1.2.5

Consolidated Interim Financial Statements of Changes in Equity (in NIS millions)

Share capital and share premium Unaudited Retained earnings Unaudited Reserve for share-based payment transactions Unaudited Reserve for hedging transactions Unaudited Reserve for remeasurement of defined benefit plans Unaudited Reserve for transactions with non-controlling interests Unaudited Adjustments from translation of financial statements of foreign operations Unaudited Treasury shares Unaudited Total attributable to company shareholders Unaudited Non-controlling interests Unaudited Total equity Unaudited
Balance as of January 1, 2025 (Audited) 667 1,765 35 (5) 7 (116) (410) (137) 1,806 524 2,330
Net profit - 56 - - - - - - 56 10 66
Other comprehensive income - - - 20 - - 61 - 81 2 83
Total comprehensive income - 56 - 20 - - 61 - 137 12 149
Exercise of warrants 2 - (2) - - - - - (*) - (*)
Expired warrants 1 - (1) - - - - - - - -
Share-based payment cost - - 6 - - - - - 6 - 6
Transaction with non-controlling interests - - - - - (9) - - (9) (6) (15)
Dividend to non-controlling interests - - - - - - - - - (4) (4)
Dividend to company shareholders - (47) - - - - - - (47) - (47)
Balance as of March 31, 2025 670 1,774 38 15 7 (125) (349) (137) 1,893 526 2,419

(*) Amount less than NIS 1 million.
The accompanying notes form an integral part of the consolidated interim financial statements.

Share capital and share premium Retained earnings Reserve for share-based payment transactions Reserve for hedging transactions Reserve for remeasurement of defined benefit plans Reserve for transactions with non-controlling interests Adjustments from translation of financial statements of foreign operations Treasury shares Total attributable to company shareholders Non-controlling interests Total equity
Audited Audited Audited Audited Audited Audited Audited Audited Audited Audited Audited
Balance as of January 1, 2025 667 1,765 35 (5) 7 (116) (410) (137) 1,806 524 2,330
Net profit - 168 - - - - - - 168 47 215
Other comprehensive income (loss) - - - (8) 2 - (37) - (43) (7) (50)
Total comprehensive income (loss) - 168 - (8) 2 - (37) - 125 40 165
Exercise of warrants 16 - (16) - - - - - (*) - (*)
Expired warrants 4 - (4) - - - - - - - -
Share-based payment cost - - 19 - - - - - 19 - 19
Net purchase of treasury shares - - - - - - - (6) (6) - (6)
Share capital and share premium Retained earnings Reserve for share-based payment transactions Reserve for hedging transactions Reserve for remeasurement of defined benefit plans Reserve for transactions with non-controlling interests Adjustments from translation of financial statements of foreign operations Treasury shares Total attributable to company shareholders Non-controlling interests Total equity
Audited Audited Audited Audited Audited Audited Audited Audited Audited Audited Audited
Initial consolidation of company - - - - - - - - - 42 42
Transactions with non-controlling interests - - - - - (24) - - (24) (45) (69)
Dividend to non-controlling interests - - - - - - - - - (29) (29)
Dividend to company shareholders - (94) - - - - - - (94) - (94)
Balance as of December 31, 2025 687 1,839 34 (13) 9 (140) (447) (143) 1,826 532 2,358

(*) Amount less than NIS 1 million.
The accompanying notes form an integral part of the consolidated interim financial statements.

25

Consolidated Interim Financial Statements of Cash Flows (in NIS millions)

) Amount less than NIS 1 million.
*) Land purchase is presented in the statement of financial position within inventory of land, buildings and apartments for sale and within long-term real estate inventory.

Consolidated Interim Financial Statements of Cash Flows (in NIS millions)

9/29/2026 | 8:37:16 AM | +1.2.0

Condensed Consolidated Interim Statements of Cash Flows (in NIS millions)

For the 3 months ended March 31, 2026 For the 3 months ended March 31, 2025 For the year ended December 31, 2025
Unaudited Unaudited Audited
A. Acquisition of companies consolidated for the first time
Assets and liabilities of the consolidated companies as of the acquisition date:
Working capital (excluding cash and cash equivalents), net - (23) (27)
Property, plant and equipment - (10) (12)
Right-of-use assets - (47) (50)
Identifiable intangible assets - (14) (35)
Goodwill - (97) (137)
Deferred taxes - - 4
Other non-current liabilities - 54 55
Liability for contingent consideration - 42 55
Liability for deferred consideration - - 78
Non-controlling interests - - 42
- (95) (27)
B. Additional information on cash flows
Cash paid during the period for:
Interest 66 61 265
Income tax 26 29 116
Cash received during the period for:
Interest 14 11 39
Income tax 12 3 39
C. Significant non-cash activities
Dividend payable to company shareholders and to non-controlling interests 26 54 -
Acquisition of buses within the framework of property, plant and equipment acquisition 1 - 28

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Notes to the Condensed Consolidated Interim Financial Statements

Note 1: - General

A. These financial statements have been prepared in a condensed format as of March 31, 2026, and for the three-month period ended on that date (hereinafter - condensed consolidated interim financial statements). These statements should be read in the context of the company's annual consolidated financial statements as of December 31, 2025, and for the year ended on that date, and the accompanying notes (hereinafter - the annual consolidated financial statements).

B. Impact of Operation "Lion's Roar"

On February 28, 2026, a large-scale military operation of the State of Israel and the United States began against Iran, named "Lion's Roar" (hereinafter: "the operation"), following which a conflict began on the northern front between Israel and the Hezbollah terrorist organization in Lebanon. Starting from April 2026, a temporary ceasefire took place and negotiations between the US and Iran continue to this day, while simultaneously the US imposed a naval blockade on Iran. Concurrently, a ceasefire was also declared in Israel's northern arena, although it is frequently violated and its stability is in doubt. The operation led to a slowdown in economic activity in Israel (partly due to restrictions on the home front and mobilization of reservists) and caused volatility in shipping and energy prices. Continued security and geopolitical uncertainty causing volatility in energy prices, foreign exchange rates, availability of materials and manpower, and access to local resources, may affect the company's operating results in the future.

As of the date of approval of the financial statements, company management is examining the possible effects of the aforementioned developments on the company's activities, and at this stage, the extent of the possible impact on the company's financial position and operating results cannot be reliably estimated.

The condensed consolidated interim financial statements reflect the estimates that can be quantified at this stage, in light of the effects of the security situation, which may affect the Group's operating results. The Group will continue to act, to the best of its ability, to mitigate these effects.

Notes to the Condensed Consolidated Interim Financial Statements

Note 2: - Summary of Significant Accounting Policies

A. 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, as well as 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 annual consolidated financial statements.

B. Details on the Consumer Price Index and on exchange rates of various relevant currencies in the Group

As of March 31, 2026 As of March 31, 2025 As of December 31, 2025
Index (in points) (*) 263.17 258.08 263.42
Exchange rates (in NIS):
As of March 31, 2026 As of March 31, 2025 As of December 31, 2025
US Dollar 3.17 3.72 3.19
Euro 3.64 4.02 3.75
100 Russian Rubles 3.89 4.44 4.08
100 Nigerian Naira 0.23 0.24 0.22
Polish Zloty 0.85 0.96 0.89
Rate of change during the period ended on that date (in percent): For the 3 months ended March 31, 2026 For the 3 months ended March 31, 2025 For the year ended December 31, 2025
--- --- --- ---
Index (0.10) 0.29 2.36
US Dollar (0.78) 1.95 (12.53)
Euro (2.92) 5.94 (1.34)
Russian Ruble (4.53) 23.87 13.69
Nigerian Naira 3.44 2.46 (6.5)
Polish Zloty (4.47) 8.20 (0.13)

*) The known index based on average 1993 = 100.

Notes to the Condensed Consolidated Interim Financial Statements

Note 3: - Business Combinations

P.J.M. Intermediate, LLC Transaction

Further to the details in Note 5A of the annual consolidated financial statements, regarding a transaction to acquire $100\%$ of the share capital of P.J.M. Intermediate, LLC, by Electra USA Inc., during the reporting period the Group updated the purchase price allocation work, including non-material changes relative to the company's balance sheet, and as of the date of the financial statements, the work is final. Identifiable intangible assets in the acquisition are: backlog whose fair value totaled NIS 7 million (amortized over a year and a half), service portfolio whose fair value totaled NIS 7 million (amortized over 5 years) and goodwill in the amount of NIS 97 million.

The following is the purchase price allocation: Fair value NIS millions
Cash and cash equivalents 7
Working capital (excluding cash and cash equivalents), net 23
Property, plant and equipment and right-of-use assets 57
87
The following is the purchase price allocation: Fair value NIS millions
Non-current liabilities (54)
Identifiable assets, net 33
Goodwill and intangible assets arising from the acquisition 111
Total purchase cost 144
Purchase cost: NIS millions
--- ---
Cash consideration 102
Liability for contingent consideration 42
Total purchase cost 144

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Notes to the Consolidated Interim Financial Statements

Note 4: - Operating Segments

A. General

As stated in the consolidated annual financial statements, the Group has operating segments as follows:

  1. Projects for buildings and infrastructure in Israel.
  2. Projects for buildings and infrastructure abroad.
  3. Operation, service and maintenance.
  4. Development and construction of entrepreneurial real estate.
  5. Concessions.

For further information, see Note 1A to the consolidated annual financial statements.

B. Report regarding operating segments

For the three-month period ended March 31, 2026 (in millions of NIS)

Projects for buildings and infrastructure in Israel Projects for buildings and infrastructure abroad Operation, service and maintenance Development and construction of entrepreneurial real estate Concessions Adjustments to consolidated Total consolidated
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Revenues 2,021 573 876 200 280 (97) 3,853
Inter-segment revenues (92) - (5) - - 97 -
External revenues 1,929 573 871 200 280 - 3,853
Segment profit 7 14 70 13 16 (3) 117
Less unallocated expenses:
General and administrative (5)
Selling and marketing (1)
Financing, net (30)
Profit before income taxes 81

Notes to the Consolidated Interim Financial Statements

Note 4: - Operating Segments (Continued)

B. Report regarding operating segments (Continued)

For the three-month period ended March 31, 2025 (in millions of NIS)

Projects for buildings and infrastructure in Israel Projects for buildings and infrastructure abroad Operation, service and maintenance Development and construction of entrepreneurial real estate Concessions Adjustments to consolidated Total consolidated
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Revenues 1,636 604 775 166 293 (101) 3,373

For the year ended December 31, 2025 (in millions of NIS)

Note 5: - Financial Instruments

A. The following table details the balance in the financial statements and the fair value of financial liabilities, which are not presented in the financial statements at their fair value (in millions of NIS):

As of March 31, 2026 As of March 31, 2025 As of December 31, 2025
Balance Fair Value Balance Fair Value Balance Fair Value
Unaudited Unaudited Unaudited Unaudited Audited Audited
Loans from banking and other corporations - at fixed interest (*)
Unlinked NIS 199 192 290 274 216 208
Index-linked NIS 48 47 231 190 16 15
BONDS (**)
Unlinked BONDS 1,491 1,493 1,364 1,319 1,236 1,236
Total 1,738 1,732 1,885 1,783 1,468 1,459

*) The fair value of long-term loans bearing fixed interest is based on the calculation of the present value of cash flows according to the accepted interest rate for similar loans with similar characteristics, without deferred expenses for raising loans.

(**) The fair value of traded BONDS is based on quoted prices in an active market as of the balance sheet date. The book balance includes a premium (discount), interest payable, deferred expenses for raising BONDS, and a liability created as a result of updating the covenants of BONDS Series D and E.

B. The balance in the financial statements of cash and cash equivalents, short-term investments, customers, other financial investments, short-term and long-term receivables, liabilities to suppliers and service providers, payables and credit balances and long-term financial liabilities, matches or is close to their fair values.

C. The amount of liabilities from banking corporations, net, without right of recourse as of March 31, 2026, totals 271 million NIS (as of December 31, 2025 - 210 million NIS).

Note 6: - Material events during the reporting period and thereafter

A. On January 13, 2026, a notice was received from Carasso Real Estate Ltd. regarding the winning of Electra Construction as the main contractor in the Optoshu - Lyivik Tel Aviv project (hereinafter: "the Project"). Within the framework of the Project, Electra Construction will build four residential buildings combined with a commercial floor on the ground. The works in the project are expected to continue over a period of between 44 months (for the delivery of the fabric buildings) to 57 months (for the delivery of the tower). The consideration for the execution of the said works is expected to stand at approximately 400 million NIS (excluding VAT), linked to the Construction Input Price Index.

B. On January 5, 2026, an additional 400 million NIS par value BONDS (Series 6) were issued for a total gross consideration of approximately 350 million NIS at a fixed effective annual interest rate of approximately $4.83\%$.

C.

In February 2026, Electra USA Inc, a wholly-owned subsidiary of the Company (hereinafter: "Electra USA"), exercised the option (as determined between the parties) to purchase an additional 49% of the shares of Hellman Electric (hereinafter: "Hellman") from the minority shareholders of Hellman, for a total consideration of approximately 15 million dollars, which will be paid at dates and under conditions determined between the parties within an amendment to the agreement signed between the parties. Pursuant to this amendment, the share transfer was completed during the first quarter of 2026, so that Electra USA holds 100% of the issued and paid-up share capital of Hellman.

D. On March 2, 2026, S&P Maalot reaffirmed the Company's rating and the BONDS (Series D, E and 6) at a rating of A+/Stable and a short-term rating of A-1.

E. On March 24, 2026, the Company's Board of Directors approved a dividend distribution totaling approximately 26 million NIS (approximately 0.34 NIS per share), which was paid on May 4, 2026.

F. In April 2026, Electra USA purchased an additional 49% of the shares of Gilston Electrical (hereinafter: "Gilston") (pursuant to the provisions of the purchase agreement signed between the parties in 2019 and its amendments) for a total consideration of approximately 31 million dollars, subject to certain adjustments for future profitability of certain projects, including for changes in working capital, as determined in the agreement. The consideration will be paid during the years 2026-2028 according to the milestones determined between the parties, within an amendment to the agreement signed between the parties. The share transfer was completed during May 2026, after which Electra USA holds 100% of the issued and paid-up share capital of Gilston.

G. In April 2026, Electra FM Facility Management and Systems Ltd., a wholly-owned subsidiary of the Company, entered into an agreement to purchase 51% of the shares of E.R.D. David Transport Ltd. (hereinafter: "E.R.D."), which operates in various logistics fields, including the management and operation of logistics centers and the provision of transportation and distribution services, for a consideration of approximately 71 million NIS. Within the framework of the engagement, Call/Put options were established for the purchase of the remaining 49% of the share capital of E.R.D. after the transaction completion date, at various dates, according to the value to be determined based on an earnings multiple in accordance with the mechanism established in the agreement.

5/25/2026 8:37:19 AM v1.2.5

Note 6: - Material Events During and After the Reporting Period (Continued)

H. On May 4, 2024, a lawsuit was filed against the Company by Generation Capital Ltd. (hereinafter: "Generation"), in a total amount of approximately NIS 273 million. The lawsuit concerns a sale transaction completed on May 22, 2022, in which Generation purchased 25.5% of the concessionaire shares in the Pumped Storage in Gilboa project (hereinafter: "the Project") from the Company. According to Generation, the Company concealed material information and presented false representations regarding the project and the disputes between the construction contractor (50% held by the Group) and the shareholders in the concessionaire, and that the Company fundamentally breached the sale agreement and an indemnity letter dated March 14, 2023. The lawsuit includes a claim for damages, among other things, for loss of profits due to project shutdowns and other damages. The Company denies all allegations directed against it in the statement of claim and is examining, together with its lawyers, the possibility of filing a counterclaim for damages caused to it due to Generation's acts and omissions.

I. On May 4, 2024, the Compensation Committee and the Company's Board of Directors approved the Company's engagement in an insurance policy for the liability of directors and officers currently serving and who will serve in the future, in the Company and in the Company's subsidiaries from time to time, except for directors who are controlling shareholders and except for the Company CEO. The coverage periods under the insurance policies to be purchased will be for periods of 12 or 18 months starting from May 1, 2024, until April 30, 2027. The Company is entitled to purchase the insurance policy as part of a group with its controlling shareholder, Elco Ltd. (hereinafter: "Elco") and other companies in the Elco Group.

36

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Electra Ltd.

Presentation of financial data from the Consolidated Interim Financial Statements

Attributed to the Company as of March 31, 2026 (Unaudited)

Table of Contents

Special report according to Regulation 38D 38

Special report of the independent accountant 39

Financial data from the Consolidated Interim Financial Statements on the Financial Position attributed to 40 the Company

Financial data from the Consolidated Interim Financial Statements on the Comprehensive Income attributed to the Company 41

Financial data from the Consolidated Interim Financial Statements on the Cash Flows attributed to the 42 Company

Additional Information 44

Concessions Real Estate Development Projects for Buildings and Infrastructure Operation, Service and Maintenance

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Special Report according to Regulation 38D

Financial data and financial information from the Consolidated Interim Financial Statements for the Company

The following are separate financial data and financial information attributed to the Company from the Consolidated Interim Financial Statements of the Group as of March 31, 2026, and for the three-month period ended on that date, published as part of the Periodic reports (hereinafter - Consolidated Reports), presented in accordance with Regulation 38D of the Securities Regulations (Periodic and Immediate Reports) 5730-1970.

EXCELLENCE ACROSS DECADES

Concessions Real Estate Development Projects for Buildings and Infrastructure Operation, Service and Maintenance

Kost Forer Gabbay & Kasierer
144 Menachem Begin St.
Tel-Aviv 6492102
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com

To
The Shareholders of Electra Ltd.
Dear Sirs/Madams,

Re: Special accountant's report on separate interim financial information according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Introduction

We have reviewed the separate interim financial information presented according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 of Electra Ltd. (hereinafter - the Company), as of March 31, 2026, and for the three-month period ended on that date. 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.

We did not review the separate interim financial information from the financial statements of investee companies whose assets minus liabilities attributed to them, net, amounted to approximately NIS 34 million as of March 31, 2026, and for which the Company's share in the losses of the said companies amounted to approximately NIS 0.1 million for the three-month period ended on that date. The separate financial information of those companies was reviewed by other accountants whose reports were furnished to us and our conclusion, insofar as it relates to the financial statements for those companies, is based on the review reports of the other accountants.

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 separate 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 and the review reports of other accountants, 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), 5730-1970.

Tel-Aviv,
May 25, 2026

Respectfully yours,
Kost Forer Gabbay & Kasierer

Accountants

39

5/25/2026 | 8:37:20 AM | v1.2.5

Financial data from the consolidated interim financial statements on the financial position attributed to the Company (in NIS millions)

As of March 31 As of March 31 As of December 31
2026 2025 2025
Unaudited Unaudited Audited
Current assets
Cash and cash equivalents 416 297 426
Short-term investments - 22 -
Trade receivables 290 235 213
Other receivables and debit balances 25 28 24
Income receivable from work on construction contracts 397 319 347
Inventory 93 94 95
Current accounts with investee companies 82 213 129
1,303 1,208 1,234
Non-current assets
Property, plant and equipment, net 120 105 119
Right-of-use assets, net 212 168 157
Intangible assets, net 53 55 53
Long-term receivables 15 13 15
Deferred taxes 43 36 40
Assets less liabilities attributed to investee companies net, including goodwill 3,660 3,639 3,627
4,103 4,016 4,011
5,406 5,224 5,245
Current liabilities
Credit from banking corporations and others 285 432 380
Current maturities of BONDS 260 226 225
Current maturities of lease liabilities 39 41 40
Trade payables 329 279 348
Other payables and credit balances 201 209 188
Dividend payable to the company's shareholders 26 47 -
Liabilities for work on construction contracts 274 259 273
Current accounts with investee companies 352 217 392
1,766 1,710 1,846
Non-current liabilities
As of March 31 As of March 31 As of December 31
2026 2025 2025
Unaudited Unaudited Audited
Loans from banking corporations 169 103 194
BONDS 1,219 1,126 999
Lease liabilities 192 144 135
Other long-term liabilities 1 3 1
Liabilities for employee benefits, net 13 13 13
Non-current accounts with investee companies 143 143 143
Deferred taxes 88 89 88
1,825 1,621 1,573
Equity attributed to the company's shareholders 1,815 1,893 1,826
5,406 5,224 5,245

The attached additional information constitutes an integral part of the financial data and the separate financial information.

Date of approval of the financial statements

Michael Salkind

Chairman of the Board

CEO

Shai Amsalem

CFO

Financial data from the consolidated interim financial statements on the comprehensive income attributed to the Company (in NIS millions)

*) 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 interim financial statements on the cash flows attributed to the Company (in NIS millions)

*) 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 interim financial statements on the cash flows attributed to the Company (in NIS millions)

(*) Amount lower than NIS 1 million.

The attached additional information constitutes an integral part of the financial data and the separate financial information.

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Additional Information

1. General

This separate financial information is prepared in a condensed format for March 31, 2026, and for a three-month period ending 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 on the Company's annual financial statements as of December 31, 2025, and for the year ended on that date, and the additional information accompanying them (hereinafter: the annual consolidated financial statements).

2. Material events during and after the reporting period

A. On January 5, 2026, 400 million NIS par value BONDS (Series 6) additional were issued for a total gross consideration of approximately 350 million NIS at a fixed annual effective interest rate of approximately 4.83%.

B. On February 28, 2026, a large-scale military operation by the State of Israel and the United States against Iran began, which led to a slowdown in business activity in the Israeli economy, among other things, due to restrictions on the home front and the mobilization of reservists. For further details, see Note 1B in the consolidated interim financial statements.

C. On March 2, 2026, S&P Maalot reaffirmed the Company's rating and the BONDS (Series D, E, and F) at a rating of A+|Stable and a short-term rating of A-1.

D. On March 24, 2026, the Company's Board of Directors approved a dividend distribution of approximately 26 million NIS (approximately 0.34 NIS per share), which was paid on May 4, 2026.

E. On May 4, 2026, a lawsuit was filed against the Company by Generation Capital Ltd. in a total amount of 273 million NIS. For further details, see Note 6H in the consolidated interim financial statements.

F. On May 4, 2026, the Compensation Committee and the Company's Board of Directors approved the purchase of a liability insurance policy for directors and officers in the Company. For further details, see Note 6I in the consolidated interim financial statements.

44

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Quarterly Report on the Effectiveness of Internal Control over Financial Reporting and Disclosure, per Regulation 38C(a)

Franchising
Real Estate Development
Building and Infrastructure Projects
Operation, Service and Maintenance

Attached hereto is a quarterly report on the effectiveness of internal control over financial reporting and disclosure, pursuant to Regulation 38C(a) of the Securities Regulations (Periodic and Immediate Reports), 1970.

Management, under the supervision of the Board of Directors of Electra Ltd. (hereinafter: the "Corporation"), is responsible for establishing and maintaining adequate internal control over financial reporting and disclosure in the Corporation.

For this purpose, the members of management are:

  1. Itamar Deutscher, CEO
  2. Shai Amsalem, CFO
  3. Eyal Tuchman, VP Operations and Control
  4. Gadi Agmon, VP Human Resources and Administration
  5. Ronit Barzilai, VP and Legal Advisor

Internal control over financial reporting and disclosure includes controls and procedures existing in the Corporation, which were designed by the CEO and the CFO or under their supervision, or by whoever actually performs the said functions, under the supervision of the Corporation's Board of Directors, which are intended to provide a reasonable measure of assurance regarding the reliability of 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 reports it publishes according to the provisions of the law is collected, processed, summarized, and reported on time 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 stated, is accumulated and transferred to the Corporation's management, including to the CEO and the CFO or to whoever actually performs the said functions, in order to allow decision-making at the appropriate time, with reference to the disclosure requirement.

Due to its structural 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 on 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 on 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 Company's management reached the conclusion that the internal control as stated, as of December 31, 2025, is effective.

Through the date of the report, no event or matter has been brought to the attention of the Board of Directors and Management that would change the assessment of the effectiveness of the internal control, as presented in the framework of the last annual report on 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 on internal control, and based on information brought to the attention of Management and the Board of Directors as stated above, the internal control is effective.

CEO Certification pursuant to Regulation 38C(d)(1)

Management Certifications

CEO Certification

I, Itamar Deutscher, declare that:

(1) I have examined the quarterly report of Electra Ltd. (hereinafter: the "Corporation") for the first quarter of 2026 (hereinafter: the "Reports").

(2)

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 reference to the period of the Reports.

(3) To my knowledge, the financial statements and other financial information included in the Reports fairly reflect, in all material respects, the financial condition, results of operations and cash flows of the Corporation for the dates and periods to which the Reports relate.

(4) I have disclosed to the Corporation's independent accountant, to the Board of Directors and to the Audit and Financial Statements Committee of the Corporation, based on my most recent evaluation of internal control over financial reporting and disclosure:

(A) All significant deficiencies and material weaknesses in the determination or operation of 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 -

(B) Any fraud, whether material or not material, involving the CEO or those directly subordinate to him or involving other employees who have a significant role in internal control over financial reporting and disclosure.

(5) I, alone or together with others in the Corporation:

(A) Established controls and procedures, or ensured the establishment and existence of controls and procedures under my supervision, 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 attention by others in the Corporation and in the consolidated companies, particularly during the period of preparation of the Reports; and -

(B) Established controls and procedures, or ensured the establishment and existence of controls and procedures under my supervision, designed to reasonably ensure the reliability of financial reporting and the preparation of 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 periodic report and the date of this report has been brought to my attention, which would change the conclusion of the Board of Directors and 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, according to any law.

Date

CEO

5/25/2026 | 8:37:24 AM | v1.2.5

Declaration by the Most Senior Officer in the Finance Department according to Regulation 38C(d)(2)

Management Declaration

Declaration by the Most Senior Officer in the Finance Department

I, Shay Amsalem, declare that:

(1) I have examined the interim financial statements and other financial information included in the interim reports of Electra Ltd. (hereinafter: "the Corporation") for the first quarter of 2026 (hereinafter: "the Reports").

(2) To the best of 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 therein, in light of the circumstances under which such representations were included, will not be misleading with respect to the reporting period.

(3) To the best of 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 relate.

(4) I have disclosed to the Corporation's auditing accountant, the board of directors, and the audit and financial statements committee of the Corporation, based on my most recent assessment 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 it relates to the financial statements and other financial information included in the interim reports, which 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 -

(b) Any fraud, whether material or not, involving the CEO or those directly subordinate to him or involving other employees who have a significant role in the internal control over financial reporting and disclosure.

(5) 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 under my supervision, 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 the consolidated companies, particularly during the period of preparation of the reports; and -

(b) Established controls and procedures, or ensured the establishment and existence of controls and procedures under our supervision, designed to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements in accordance with legal requirements, including in accordance with generally accepted accounting principles.

(c)

No event or matter has been brought to my knowledge that occurred during the period between the date of the last Periodic report and the date of this report, relating to the interim financial statements and any other financial information included in the interim reports, which would change, in my assessment, the conclusion of the Board of Directors and 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.

Date

Shay Amsalem

CFO

48

Kost Forer Gabbay & Kasierer Tel. +972-3-6232525

144 Menachem Begin Rd. Fax +972-3-5622555

Tel-Aviv 6492102 ey.com

To

The Board of Directors of Electra Ltd. ("the Company")

2 Jabotinsky, R.G.

Re: Consent letter for the consolidated financial statements as of March 31, 2026 of Electra Ltd.

We hereby inform you that we agree to the inclusion (including by way of reference) of our reports detailed below on the basis of a shelf prospectus dated May 31, 2023.

  1. Review report dated May 25, 2026 on condensed consolidated financial information of the Company as of March 31, 2026 and for the three-month period ended on that date.
  2. Special report of the auditing accountant dated May 25, 2026 on the condensed separate interim financial information of the Company as of March 31, 2026 and for the three-month period ended on that date according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970.

Respectfully,

Kost Forer Gabbay & Kasierer

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