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Hiper Global Ltd.

Interim / Quarterly Report Aug 21, 2025

6835_rns_2025-08-21_9687e6fb-7843-4a79-8f78-5e39778b66f8.pdf

Interim / Quarterly Report

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Periodic report for the six months ended June 30, 2025

Table of Contents

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

Chapter B-Consolidated Financial Statements as of June 30, 2025

This is an English translation of parts of the information in the full Hebrew report of the company, that was published on August 19, 2025 (reference no.: 2025-01-061521) at the ISA reporting website (magna.isa.gov.il) (hereafter: "the Hebrew Version"). This English version is voluntary and only for convenience purposes. This is not an official translation and has no binding force. The translation in any case cannot perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

Board of Directors' Report on the Corporation's State of Affairs for the period ended June 30, 2025

The Board of Directors of Hiper Global Ltd. ("The Company") hereby submits the Board of Directors' report on the state of affairs of the Company ("The Report") which reviews the main changes in the Company's operations for the six months ended June 30, 2025 until the date of this report ("The Reported period") and for the period of three months then ended ("the Quarter") in accordance with the Reports' Regulations, as detailed below.

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

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

This report was prepared considering that the latest periodic report for 2024 is before the readers, including the Board of Directors' Report, a chapter describing the corporation's business, the financial statements, and a chapter providing additional details regarding the corporation that includes (immediate report dated March 16, 2025, reference no.: 2025-01-017101) (the "Periodic Report for 2024"). In addition, the Company's consolidated financial statements as of June 30, 2025 (hereinafter: the "Financial Statements") are attached to this report.

1. Description of the Company and its business environment

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

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

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

  • 2.1 For events that occurred from January 1, 2025 until the publication date of the report for the first quarter of 2025 published on May 14, 2025 (Reference No.: 2025-01-033634) (hereinafter: "The Board of Directors' Report for the First Quarter of 2025"), see Section 2 of the Company's Board of Directors' report for the periodic report for 2024 and Section 2 of the Company's Board of Directors' report for the first quarter of 2025.
  • 2.2 On August 18, 2025, the Company's Board of Directors approved the distribution of a dividend to the Company's shareholders (which meets the distribution tests set forth in the Companies Law), at a rate of 6.5 agorot per share and in a total amount of approximately NIS 3,077 thousand. For further details, see an immediate report regarding the distribution of a dividend, which will be published on or about the publication date of this report.
  • 2.3 Further to Section 6.1.3 in Chapter A of the Hebrew Version of the Periodic Report for 2024, on April 2, 2025, the Trump administration announced the imposition of reciprocal tariffs on the import of goods from many countries around the world to the United States, with a total tariff of 17% imposed on imports from Israel (until then there was no tariff at all on imports from Israel). It should be clarified that the tariff applies only to goods and does not apply to services. On August 7, 2025, the new tariff policy in the US officially came into effect, with the final tariff rate on imports from Israel was set at 15%. A similar tariff rate was also set for the European Union countries, South Korea and Japan (while a tariff rate of 20% was set for other East Asian countries - Vietnam, Taiwan, etc.). A rate of only 10% was set for imports from the UK.

2.4 As part of the new tariff policy - on August 6, 2025, a concrete reference was published by the US on the import of chips and processors. According to the announcement, a 100% tariff was set on the import of chips and processors, effective from August 7, 2025, in a comprehensive manner regardless of the country of origin. However, it was determined that significant global manufacturers that have made a real investment in production infrastructure in the US in recent years (or that commit to establishing production lines in the US) will be entitled to a full exemption from said tariff.

The Company is monitoring the effects of the new tariff policy in the US and based on the information in its possession as of the approval date of the financial statements, the new trade policy does not appear to have a material impact on the Company, since the Company and its subsidiaries operate from a number of different geographical locations around the world, however, the above (with an emphasis on the new policy for taxing chips) may have a negative impact on the increase in the price of inputs by the Group's customers in the US, which may may affect changes in their purchasing decisions and supply chain. The Company will continue to monitor the implications in the US market and adjust its strategies as necessary.

2.5 For further details regarding material events after the balance sheet date, see Note 6 to the financial statements.

3. Financial position

  • 3.1 The Group's total assets according to the financial statements as of June 30, 2025, amounted to approximately \$ 169,712 thousand and as of June 30, 2024, amounted to approximately \$ 171,545 thousand.
  • 3.2 Below are the key changes in the Group's financial position as of June 30, 2025, compared to the consolidated statement of financial position as of December 31, 2024 (US dollars in thousands):
Item As of
June 30,
2025
As of
December 31,
2024
Company's explanations
Current Assets 133,243 142,444 The main change in the volume of current assets is due
to a decrease in inventory balance of \$ 10,534
thousand compared to increase in taxes receivable in
the amount of \$ 1,190 thousand.
Non- Current
Assets
36,469 32,551 The main change in non-current assets is due to an
increase in goodwill and intangible assets as a result
of a business combination of a company acquired by
an overseas subsidiary in the second quarter of 2025,
the operating results of which are reported under the
"Other" segment.
Total Assets 169,712 174,995
Current Liabilities 54,243 67,911 The main decrease in the volume of current liabilities
is due to a decrease in short-term credit balance of \$
5,139 thousand, a decrease in the liability for a PUT
option to minority of \$ 3,817 thousand due to exercise
carried out in the first quarter of 2025 in the US
subsidiary, and a decrease in the balances of trade
payables and other payables of \$ 1,864 thousand and
\$ 2,086 thousand, respectively.
Non-current
Liabilities
19,754 15,805 The main change in the volume of non-current
liabilities resulted from taking long-term credit for
financing the acquisition of a foreign company.
Equity 95,715 91,279 The main change in equity is due to the addition of net
income in the period amounting to \$ 7,662 thousand,
net of the dividend declared and paid in the amount of
\$ 3,214 thousand.
Total Liabilities
and Equity
169,712 174,995

4. Operating results

4.1 The following are the condensed consolidated statements of profit or loss for the six months ended June 30, 2025 and 2024 (US dollars in thousands):

For the six months
ended June 30
Item 2025 2024 Change
in %
Company's explanations
Revenues 143,270 146,902 2.5%( ) The decrease in revenue is
due to significant
transactions
that
were
carried
out
in
the
corresponding quarter in the AI field in Israel and US
segments, and which was mostly offset by an increase
in revenue in the Israel segment and "Other" segment
Gross profit 22,332 24,146 7.5%( ) The decrease in gross profit is due to a decrease in
revenue turnover, change in the mix of transactions
and increase in NIS costs in Israel segment from the
impact of the revaluation of the NIS/dollar exchange
rate in the second quarter of 2025.
Gross profit rate 15.6% 16.4%
Selling, general and
administrative and
other expenses
12,377 11,257 9.9% The increase in selling, administrative and general
expenses is mainly due to an increase in selling salary
costs (including the effect of the revaluation in the
NIS/dollar exchange rate on the increase in the dollar
value of NIS costs in Israel segment) and advertising
costs, along with increased expenses as a result of the
consolidation of the company acquired abroad at the
beginning of the second quarter of 2025, the costs of
professional services to execute the transaction and
the amortization costs of intangible assets in
connection therewith.
The decrease in operating income is mainly due to the
Operating income 9,955 12,889 22.8%( ) decrease in gross profit
and
increase in selling,
administrative and general expenses.
Operating income rate 6.9% 8.8%
Financial expenses, net 1,536 1,649 6.9%( ) The change in financial expenses, net, is mainly due
to an increase in financial costs from exchange rate
differences as a result of the revaluation of NIS
liabilities due to the revaluation of the NIS exchange
rate against the dollar, which was offset by a decrease
in expenses recorded in the corresponding period
from the revaluation of financial liabilities.
Taxes on income 757 3,332 77.3%( ) The decrease in tax expenses is mainly due to a
decrease in taxable income in Israel segment due to
high financial expenses in NIS originating from
revaluation of the NIS/dollar exchange rate.
Net income 7,662 7,908
The change mainly derived from a decrease in
EBITDA (*) 12,662 15,115 16.2%( ) operating income, as stated above, net of an increase
in depreciation expenses.

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

4.2 The following are the condensed consolidated statements of profit or loss for the three months ended June 30, 2025 and 2024 (US dollars in thousands):

For the three months
ended June 30
Item 2025 2024 Change
in %
Company's explanations
Revenues 62,828 61,060 2.9% The increase in revenues in the quarter is due to
increased activity with customers in various sectors in
the US and Europe.
Gross profit 9,740 10,324 5.7%( ) The decrease in gross profit was affected by a change
in the revenue mix due to projects in which transitions
to a new generation were made that replaced old,
established projects, a process that naturally results in
costs and low gross profit margins at the beginning
of their journey, alongside an increase in NIS costs,
mainly wage costs and subcontractors in Israel
segment as a result of the impact of the sharp
revaluation of the NIS/dollar exchange rate in the
second quarter of 2025.
Gross profit rate 15.5% 16.9%
Selling, general and
administrative and
other expenses
6,445 5,210 23.7% The increase in selling, administrative and general
expenses is mainly due to an increase in operating
costs in NIS in Israel segment from the sharp
revaluation in the NIS/dollar exchange rate in the
second quarter of 2025 and from the initial
consolidation of the results of the company that was
acquired abroad at the beginning of the second
quarter, the costs of professional services to execute
the transaction and the amortization costs of
intangible assets in connection therewith.
Operating income 3,295 5,114 35.6%( ) The decrease in operating income is mainly due to the
decrease in gross profit
and
increase in selling,
administrative and general expenses.
Operating income rate 5.2% 8.4%
Financial expenses, net 1,149 871 31.9% The increase in financial expenses, net, is mainly due
to revaluation of NIS liabilities due to the sharp
revaluation of the NIS/Dollar exchange rate in the
quarter.
Taxes on income (845) 1,360 The tax revenues recorded in the quarter resulted from
a decrease in taxable income in the Israel segment due
to high NIS financial expenses stemming from the
sharp revaluation of the NIS/Dollar exchange rate in
the current quarter, and from recording deferred taxes
due to differences in measurement basis between the
dollar statements and the NIS statements of the Israeli
companies.
Net income 2,991 2,883 3.7%
EBITDA (*) 4,677 6,214 24.7%( ) The change mainly derived from a decrease in
operating income, as stated above, net of an increase
in depreciation expenses.
-- ------------ ------- ------- ---------- ------------------------------------------------------------------------------------------------------------------------------------

4.3 Financial information on business operating segments of the group for the six months ended June 30, 2025 and 2024 (US dollars in thousands):

For the six months
ended June 30
Change in
Item 2025 2024 % Company's explanations
Segment's revenues:
Israel
92,736 91,072 1.8% The increase in the segment's revenues resulted
from a growth in activity with customers in
various sectors.
US 47,175 54,253 13.0%( ) The decrease in revenues was mainly due to a
significant transaction in the first quarter of
2024 to supply AI computing systems to a
customer in the US that was partly offset by an
increase in revenues from other customers.
Other (*) 9,804 5,635 74.0% The increase in segment revenues was mainly
due to the start of equipment supplies for the
Company's long-term project in Switzerland
and from revenues of a company acquired at
the beginning of the second quarter of 2025.
Adjustments ( 6,445) 4,058( )
Total revenues 143,270 146,902 (2.5%)
Segment's results:
Israel
6,243 8,228 24.1%( ) The decrease in operating profit was mainly
due to an increase in NIS expenses (mainly
payroll) due to the revaluation effect in the
NIS/dollar exchange rate in the second quarter
of 2025.
US 3,563 5,168 31.1%( ) The decrease in operating profit was mainly
due to a decrease in revenues and gross profit,
as above.
Other (*) 149 ( 507) The increase in operating profit was mainly due
to an increase in revenues in the project in
Switzerland, as stated above.
Total operating income 9,955 12,889 (22.8%)

4.4 Financial information on business operating segments of the group for the three months ended June 30, 2025 and 2024 (US dollars in thousands):

For the three months
ended June 30
Change in
Item 2025 2024 % Company's explanations
Segment's revenues:
Israel
38,373 41,368 7.2%( ) The decrease in the segment's revenues resulted
from the completion of long-term projects that
were completed as planned, while on the other
hand, there are noticeable delays in initiating
and starting new projects due to the effects of
the prolonged war.
US 22,198 18,822 17.9% The increase in the segment's revenues resulted
from a growth in activity with customers in
various sectors.
Other (*) 6,250 3,201 95.3% The increase in segment revenues was mainly
due to the start of equipment supplies for the
Company's long-term project in Switzerland
and from revenues of a company acquired at
the beginning of the second quarter of 2025.
Adjustments ( 3,993) (2,331) 71.3%
Total revenues 62,828 61,060 2.9%
Segment's results:
Israel
1,544 3,594 57.0%( ) The decrease in operating profit was mainly
due to a decrease in revenues and gross profit
along with an increase in NIS expenses (mainly
payroll) due to the revaluation effect in the
NIS/dollar exchange rate in the quarter.
US 1,667 1,687 1.2%( ) The change was affected by a difference in the
mix of revenues and specific costs as a result of
completing operational measures to maximize
synergies.
Other (*) 84 ( 167) The increase in operating profit was mainly due
to an increase in revenues in the project in
Switzerland, as stated above.
Total operating income 3,295 5,114 (35.6%)

5. Liquidity and Cash flows

5.1 key figures from the statement of cash flows for the six months ended June 30, 2025 and 2024 (dollars in thousands):

The item For the six months
ended June 30
2025 2024 Company's explanations
Net cash provided by
(used in) operating
activities
13,333 4,152 The change was mainly due to timing differences
in working capital items, mainly due to a decrease
in inventory compared to an increase in inventory
in the corresponding period
Net cash used in
investing activities
(2,889) (827) The majority of the cash used for investing
activities was used to acquire the company abroad
in the second quarter of 2025.
Net cash provided by
(used in) financing
activities
(10,912) (3,929) The majority
of the cash used for financing
activities was used to repay short-term credit, to
exercise a PUT option by shareholders in the US
subsidiary in the first quarter, and to pay a dividend
to shareholders, while on the other hand, there was
an increase in long-term loans for the purpose of
acquiring the company abroad.
Decrease in cash and
cash equivalents
(468) (604)
The item For the three months
ended June 30
2025 2024 Company's explanations
Net cash provided b
y
(used in) operating
activities
17,984 (5,476) The change in cash from operating activities was
mainly due to timing differences in working capital
items, mainly due to a decrease in inventory
compared to an increase in inventory in the
corresponding quarter and a decrease in trade
receivables compared to the corresponding quarter.
Net cash used in
investing activities
(2,870) (677) The majority of the cash used for investing
activities was used to acquire the company abroad
in the second quarter of 2025.
Net cash provided by
(used in) financing
activities
(13,017) 2,203 The majority
of the cash used for financing
activities was used to repay short-term credit, to
pay a dividend to shareholders, while on the other
hand, there was an increase in long-term loans for
the purpose of acquiring the company abroad.
Decrease in cash and
cash equivalents
2,097 (3,950)

5.2 key figures from the statement of cash flows for the three months ended June 30, 2025 and 2024 (dollars in thousands):

6. Financing Sources

  • 6.1 The working capital of the Company as of June 30, 2025 was about \$ 79,000 thousand compared to a total of about \$ 74,533 thousand as of December 31, 2024 and about \$ 69,036 thousand as of June 30, 2024.
  • 6.2 The group companies finance their business activities from independent means (equity), suppliers' credit, bank credit and credit from institutional entities. Purchases of companies are usually financed from own sources in combination with long-term bank/institutional credit. For more details regarding the financing sources, see Section 17.9 in Chapter A of the Hebrew Version of the periodic report for 2024.
  • 6.3 The following is the average amount of the Company's credit/loans for the six-month period ended June 30, 2025 and 2024 (in thousands of dollars):
The item The average amount for the six months
ended June 30
2025 2024
The average amount of short-term credit
from banking and other corporations
16,385 23,516
The average amount of long-term loans 5,677 5,928
The average amount of credit from suppliers 24,415 29,263
The average amount of credit to customers 60,896 50,206

7. Effects of inflation and interest

In the first half of 2025, the Consumer Price Index increased by approximately 2.1%, compared to an increase of approximately 2.1% in the corresponding period last year. According to the Bank of Israel forecast from July 2025, the inflation rate during the four next quarters (ending on the first quarter of 2026) is expected to be 2.2% and the inflation rate in 2025 is expected to be 2.6%.

According to the same forecast, the economic growth forecast for 2025 was set at 3.3% and the forecast for 2026 was set at 4.6%.

In July 2025, the Bank of Israel left the Bank of Israel interest rate unchanged at 4.5%.

In the US, in July 2025, the Federal Reserve also decided to leave the interest rate in the range of 4.25%- 4.5%, while maintaining flexibility for future interest rate reductions in accordance with labor market data and inflation.

In Europe, in July 2025, the European Central Bank maintained the interest rate at a rate of 2.15%, after a series of interest rate reductions since June 2024.

The Company estimates that the impact of inflation on its operating results is not expected to be significant, among other things, because the Company's liabilities to banks are not linked to CPI. However, the high-interest rate environment negatively affects the results of the Company and its subsidiaries due to an increase in financing expenses for current credit lines (domestic and international) that are subject to variable interest rates.

8. Effects of changes in exchange rates

During the second quarter of 2025, the dollar weakened against the NIS by approximately 9.3% (compared to strengthening of the dollar against the NIS in the corresponding quarter by approximately 2.1%), with most of the revaluation being reflected in the second half of June (a decrease of approximately 7% in two weeks), during Operation Rising Lion.

This significant revaluation has an impact on the financial statements on two levels, all in relation to activity in the Israel segment:

  • a. An increase in the dollar value of current NIS expenses (payroll and related costs, rental and maintenance costs of offices and logistics areas, and other operating costs). These effects were reflected in the statement of profit or loss for the second quarter, as part of the cost of sales, selling expenses, and general and administrative expenses.
  • b. An increase in the dollar value of NIS liabilities on the Company's balance sheet (bank credit, suppliers credit) as a result of the revaluation. The revaluation of the liabilities as stated is recorded as part of the financing expenses item.

The Company estimates that the sharp change during the second quarter of 2025 in the NIS/dollar exchange rate has a negative impact on the results of its operations in the statement of financial position, due to the direct impact on the results of the Israel segment.

As of the report publication date, in the period from the beginning of the third quarter, inflation of approximately 2% was recorded in the NIS/dollar exchange rate.

For additional details regarding the effects of inflation and interest rates, see Sections 6.2.2 and 6.2.3 in Chapter A of the Hebrew Version and section 7 in Chapter B attached to the periodic report for 2024.

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

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

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

Due to the worsening security threat from Iran, the State of Israel initiated a broad and significant attack on sites throughout Iran as part of Operation "Rising Lion," which resulted in approximately 12 days of intense fighting during the second quarter of 2025.

The continued fighting and uncertainty continue to have their effects also in the second quarter of 2025 on the Israeli economy and the macroeconomic parameters – including the credit rating of Israel, the cost of living and high volatility in the NIS/dollar exchange rates.

Since the outbreak of the war, the Company has continued regular activity at all of its sites in Israel without any impact on production and product supply. It should be noted that most of the customers to whom sales are made in Israel are exporters, so it appears that the war has little impact on global demand for their products. Nevertheless, the continuation of the war is having a noticeable impact on business results in the Israel segment for two main reasons: extensive reservist recruitment in several rounds throughout the war period, which affects the availability of manpower for the Company's customers and in some cases causes a delay in advancing existing projects, as well as a significant slowdown in customers' decisionmaking on initiating new projects, due to an atmosphere of economic uncertainty and waiting for the security situation to become clearer.

As of the date of this report, the Company's assessment in the short and medium term, based on the information in its possession as of the approval date of the financial statements, is that the continuation of the war and its spread to other fronts increases uncertainty and negative sentiment towards Israel throughout the world and may impede future operations. The Company is unable to predict the continuation of the war and the extent of the future effects of security tensions, if any, on the Company's operations and business results. The Company is continuously monitoring developments, including examining the implications on the Company's operations.

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

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

10. Critical accounting estimates

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

11. Corporate governance aspects

11.1 Disclosure in relation to directors with accounting and financial skills

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

11.2 Independent directors

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

11.3 Donations

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

12. Disclosure regarding the Company's internal auditor

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

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

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

Date: August 18, 2025

Hiper Global Ltd.

Interim Condensed Consolidated Financial Statements

As of June 30, 2025

US dollars in thousands

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of June 30,
2025 2024 2024
Unaudited
\$ in thousands Audited
Current Assets
Cash and cash equivalents 7,994 12,014 8,334
Trade receivables, net 56,171 47,472 56,465
Income receivable 1,031 1,692 1,722
Income tax receivable 2,038 764 848
Other accounts receivable 2,633 1,535 1,165
Inventory 63,376 80,661 73,910
Total current assets 133,243 144,138 142,444
Non-Current Assets
Other long-term accounts receivable 443 276 442
Deferred taxes 2,430 623 1,146
Fixed assets, net 5,642 5,906 5,972
Goodwill 9,983 7,333 7,325
Intangible assets, net 6,596 6,128 5,470
Right of use assets, net 11,375 7,141 12,196
Total non-current assets 36,469 27,407 32,551
Total assets 169,712 171,545 174,995

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

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of
December 31, As of June 30,
2024 2024 2025
Audited \$ in thousands Unaudited
Current liabilities
15,550 26,238 10,411 Credit from banks and others
2,126 2,080 2,279 Current maturities of lease liabilities
4,978 4,330 1,161 Liability for PUT option to non-controlling interests
26,555 25,850 24,691 Trade payables
5,359 3,959 4,553 Prepaid income
502 1,067 393 Income tax payable
12,841 11,578 10,755 Other accounts payables
67,911 75,102 54,243 Total current liabilities
Non-Current Liabilities
4,503 5,245 8,395 Long term loans from banks and others
- 374 - Contingent consideration in business combination
10,815 5,433 10,407 Long term lease liabilities
407 440 458 Liabilities for employee benefits, net
80 205 494 Deferred taxes
15,805 11,697 19,754 Total non-current liabilities
Equity Attributable to Shareholders of the Parent
Company
1,479 1,479 1,483 Share capital
11,137 11,137 11,528 Premium on shares
36,599 36,419 36,192 Capital reserves
42,064
91,279 84,746 95,715 Total equity
174,995 171,545 169,712 Total liabilities and equity
35,711 46,512 Retained earnings
August 18, 2025
Yoav Weinberg
Gillon Beck
Date of approval of
the
Co-chairmen of the Shahaf Shrager Yossi Yaniv
financial statements Board of Directors CEO CFO

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

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

For the period of six
months ended on
June 30
For the period of three
months ended on
June 30
For the year
ended on
December 31
2025 2024 2025
2024
2024
Audited
Unaudited
\$ in thousands (except for net earnings per share data)
Revenues 143,270 146,902 62,828 61,060 273,739
Cost of revenues 120,938 122,756 53,088 50,736 226,170
Gross profit 22,332 24,146 9,740 10,324 47,569
Selling and marketing expenses 6,696 5,938 3,393 2,718 11,951
General and administrative expenses 5,699 5,410 3,058 2,577 10,936
Other income, net (18) (91) (6) (85) (93)
12,377 11,257 6,445 5,210 22,794
Operating income 9,955 12,889 3,295 5,114 24,775
Financial expenses 1,800 2,979 1,273 1,818 5,257
Financial income 264 1,330 124 947 1,558
Income before taxes on income 8,419 11,240 2,146 4,243 21,076
Taxes on income 757 3,332 (845) 1,360 5,237
Net income 7,662 7,908 2,991 2,883 15,839

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

For the period of six
months ended on
June 30
For the period of three
months ended on
June 30
For the year
ended on
December 31
2025 2024 2025 2024 2024
Unaudited Audited
\$ in thousands (except for net earnings per share data)
Other comprehensive income (after
tax):
Amounts to be reclassified or
reclassified to profit or loss upon the
occurrence of specific conditions:
Income (loss) on cash flow hedging
transactions
Adjustments from translation of
financial statements of foreign
(560) - (560) - -
operations 173 (38) 93 (5) (52)
Amounts that will not be reclassified
later to
profit or loss:
Loss from re-measurement of
defined benefit plans
- - - - 50
Total other comprehensive loss (387) (38) (467) (5) (2)
Total comprehensive income 7,275 7,870 2,524 2,878 15,837
Net income attributed to:
Shareholders of the Company 7,662 7,908 2,991 2,883 15,839
Comprehensive income attributed:
Shareholders of the Company 7,275 7,870 2,524 2,878 15,837
Earnings per share attributed to
shareholders of the Company (in
Dollar):
Basic earnings per share 0.163 0.169 0.063 0.061 0.337
Diluted earnings per share 0.157 0.163 0.061 0.059 0.326

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

Share
Capital
Premium
on
Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment
capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Capital reserve
for transactions
with non
controlling
interests
Capital
reserve for
hedging
transactions
Retained
earnings
Total
Equity
Unaudited
For the period of six
months ended June 30,
2025
Balance as of January 1,
2025 (audited)
1,479 11,137 35,307 (412) 1,897 \$ in thousands
44
(237) - 42,064 91,279
Net income for the period
Other comprehensive
income (loss) for the
period
-
-
-
-
-
-
-
173
-
-
-
-
-
-
-
(560)
7,662
-
7,662
(387)
Total comprehensive
income for the period
Share based payment
Issuance of shares
Dividend declared
-
-
4
-
-
-
391
-
-
-
-
-
173
-
-
-
-
136
(157)
-
-
1
-
-
-
-
-
-
(560)
-
-
-
7,662
-
-
(3,214)
7,275
137
238
(3,214)
Balance as of June 30,
2025
1,483 11,528 35,307 (239) 1,876 45 (237) (560) 46,512 95,715

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

Share
Capital
Premium
on Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
Unaudited
For the period of six months
ended June 30, 2024
\$ in thousands
Balance as of January 1, 2024
(audited)
1,472 10,722 35,307 (360) 1,799 36 (237) 30,756 79,495
Net income for the period
Other comprehensive loss for the
- - - - - - - 7,908 7,908
period - - - (38) - - - - (38)
Total comprehensive income
(loss) for the period
- - (38) - - - 7,908 7,870
Share based payment - - - - 329 5 - - 334
Issuance of shares 7 415 - - (422) - - - -
Dividend declared - - - - - - - (2,953) (2,953)
Balance as of June 30, 2024 1,479 11,137 35,307 (398) 1,706 41 (237) 35,711 84,746

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

Share
Capital
Premium
on
Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment
capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Unaudited
Capital reserve
for transactions
with non
controlling
interests
Capital
reserve for
hedging
transactions
Retained
earnings
Total
Equity
\$ in thousands
For the period of three
months ended June 30,
2025
Balance as of April 1, 2025 1,480 11,178 35,307 (332) 1,948 45 (237) - 44,921 94,310
Net income for the period
Other comprehensive
income (loss) for the
- - - - - - - - 2,991 2,991
period
Total comprehensive
income (loss) for the
- - - 93 - - - (560) - (467)
period - - - 93 - - - (560) 2,991 2,524
Share based payment - - - - 43 - - - - 43
Issuance of shares 3 350 - - (115) - - - - 238
Dividend declared - - - - - - - - (1,400) (1,400)
Balance as of June 30,
2025
1,483 11,528 35,307 (239) 1,876 45 (237) (560) 46,512 95,715
Share
Capital
Premium
on Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
Unaudited
For the period of three months
ended June 30, 2024
\$ in thousands
Balance as of April 1, 2024 1,474 10,879 35,307 (393) 1,852 39 (237) 34,341 83,262
Net income for the period
Other comprehensive loss for the
- - - - - - - 2,883 2,883
period - - - (5) - - - - (5)
Total comprehensive income
(loss) for the period
Share based payment
-
-
-
-
-
-
(5)
-
-
117
-
2
-
-
2,883
-
2,878
119
Issuance of shares 5 258 - - (263) - - - -
Dividend declared - - - - - - - (1,513) (1,513)
Balance as of June 30, 2024 1,479 11,137 35,307 (398) 1,706 41 (237) 35,711 87,746
Share
Capital
Premium
on Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
\$ in thousands
For the year ended December
31, 2024
Audited
Balance as of January 1, 2024 1,472 10,722 35,307 (360) 1,799 36 (237) 30,756 79,495
Net income for the year
Other comprehensive loss for the
- - - - - - - 15,839 15,839
year - - - (52) - - - 50 (2)
Total comprehensive income
(loss) for the year
- - - (52) - - 15,889 15,837
Share based payment - - - - 520 8 - - 528
Issuance of shares
Dividend declared
7
-
415
-
-
-
-
-
(422)
-
-
-
-
-
-
(4,581)
-
(4,581)
Balance as of December 31, 2024 1,479 11,137 35,307 (412) 1,897 44 (237) 42,064 91,279

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

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period of six
months ended on
June 30
For the period of three
months ended on
June 30
For the year
ended on
December 31
2025 2024 2025 2024 2024
Unaudited Audited
\$ in thousands
Cash flows from operating activities
Net income 7,662 7,908 2,991 2,883 15,839
Adjustments to reconcile net
income to net cash provided by
operating activities:
Adjustments to profit and loss:
Depreciation and amortizations 2,725 2,317 1,388 1,185 4,815
Taxes on income 757 3,332 (845) 1,360 5,237
Change in provision for doubtful
accounts (6) (31) - (28) (22)
Change in provision for vacation and
recreation 178 269 (76) 17 3
Value adjustment of financial liabilities 78 480 67 57 754
Dividend to holders of PUT option 27 276 12 138 606
Change in employee benefits, net 51 - 51 (1) 32
Interest and revaluation for short term
credit, net 459 428 373 364 1,023
Interest and revaluation of long-term
loans, net 287 163 190 110 371
Other financial expenses, net 567 (132) 475 (25) 131
Capital gains, net (5) - (5) - -
Cost of share-based payment 137 334 43 119 528
5,255 7,436 1,673 3,296 13,478
Changes in asset and liability items:
Decrease (increase) in trade receivables
and income receivable 1,494 5,998 14,718 2,017 (3,020)
Decrease (increase) in other accounts
receivable (1,933) 1,618 (452) 1,620 1,733
Decrease (increase) in inventory 10,655 (5,216) 4,162 (4,415) 1,530
Increase (decrease) in trade payables (2,233) (8,406) (2,208) (5,606) (7,632)
Increase (decrease) in prepaid income (806) 2,839 (834) 1,980 4,239
Increase (decrease) in other accounts
payable (3,976) (4,318) (605) (5,015) (2,899)
3,201 (7,485) 14,781 (9,419) (6,049)
Cash paid and received during the
period for:
Taxes on income paid (2,945) (3,872) (1,560) (2,236) (7,065)
Taxes on income received 160 165 99 - 449
(2,785) (3,707) (1,461) (2,236) (6,616)
Net cash provided by (used in)
operating activities
13,333 4,152 17,984 (5,476) 16,652

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

HIPER GLOBAL LTD INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period of six
months ended on
June 30
For the period of three
months ended on
June 30
For the year
ended on
December 31
2025 2024 2025 2024 2024
Unaudited Audited
\$ in thousands
Cash flows from investing activities
Purchase of fixed assets (132) (855) (64) (638) (1,476)
Purchase of intangible assets (98) (44) (14) (5) (64)
Proceeds from sale of fixed assets 5 - 5 - -
Interest received 264 173 124 51 290
Acquisition of an initially consolidated
subsidiary (Appendix B) (2,912) - (2,912) - -
Increase in other investments (16) (101) (9) (85) (320)
Net cash used in investing activities (2,889) (827) (2,870) (677) (1,570)
Cash flows from financing activities
Short term credit from banks and
others, net (4,615) 3,610 (12,376) 6,566 (6,015)
Interest paid (1,517) (948) (942) (551) (2,006)
Dividend paid (3,214) (2,953) (3,214) (1,513) (4,581)
Dividend to holders of PUT option (159) (385) (27) (276) (583)
Principal payment of lease liabilities (1,354) (989) (671) (514) (2,038)
Exercise of PUT option (3,895) - - - -
Proceeds from exercise of employee
options 238 - 238 - -
Receipt of long-term loans 8,617 - 8,617 - -
Repayment of long-term loans (5,013) (2,264) (4,642) (1,509) (4,120)
Net cash provided by (used in)
financing activities
Increase (decrease) in cash and cash
(10,912) (3,929) (13,017) 2,203 (19,343)
equivalents (468) (604) 2,097 (3,950) (4,261)
Exchange rate differences for cash and
cash equivalents
128 (3) 96 - (26)
Balance of cash and cash equivalents at
the beginning of the period
8,334 12,621 5,801 15,964 12,621
Balance of cash and cash equivalents at
the end of the period 7,994 12,014 7,994 12,014 8,334
Appendix A
Significant non-cash activity
Recognition of right of use assets and
lease liabilities
470 1,924 381 1,729 8,278

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period of six
months ended on
June 30
For the period of three
months ended on
June 30
For the year
ended on
December 31
2025 2024 2025 2024 2024
Audited
Appendix B
Acquisition of an initially consolidated
subsidiary
Current assets excluding cash and cash
equivalents (550) - (550) - -
Fixed assets (15) - (15) - -
Right of use assets (41) - (41) - -
Goodwill and intangible assets created
upon acquisition (4,098) - (4,098) - -
Liability for additional consideration
not yet paid 888 888
Current liabilities 461 - 461 - -
Deferred tax 423 423
Non-current liabilities 20 - 20 - -
Net cash for acquiring the initially
consolidated subsidiary (2,912) - (2,912) - -

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

NOTE 1 – GENERAL

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

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

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

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

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

b. Definitions:

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

NOTE 1 – GENERAL (Cont.)

c. "Swords of Iron" War

In October 2023, the "Swords of Iron" war ("The war") broke out in Israel. The war continues since then (until this date) with varying intensity, mainly in the Gaza Strip and on the northern border (where a ceasefire is in place as of the publication date of the report), including follow-up operations such as Operation "Gideon's Chariots" deep in the Gaza Strip, and the expansion of the fighting to the Iranian front due to the worsening security threat from there as part of Operation "Rising Lion" which was carried out at the initiative of the State of Israel during 12 days of intense fighting in the second quarter of 2025. The war on various fronts led to a slowdown in business activity in the Israeli economy, among other things due to periods (such as during "Rising Lion") in which there were noticeable disruptions in the continuity of economic activity due to movement restrictions, the closure of educational institutions and damage to infrastructure. In addition, the effects of the war include uncertainty in its implications on macroeconomic factors in Israel, including possible adverse changes in the credit rating of Israel and Israeli financial institutions, inflation forecasts, changes in exchange rates, as detailed below, and instability in the Israeli capital market in general.

Since the outbreak of the war, the Company has continued regular operations at all of its sites in Israel without any impact on production and product supply. As of the date of this report, in the Company's assessment for the short and medium term, based on the information in its possession as of the date of approval of the financial statements, the continuation of the war and its spread to other arenas increases uncertainty and negative sentiment in the world towards Israel and may make future operations more difficult.

d. The Tariff Program of the US Government

On April 2, 2025, the Trump administration announced the imposition of reciprocal tariffs on the import of goods from many countries around the world to the United States. The tariff applies only to goods and does not apply to services, and a list of about a thousand categories of products that will not be subject to tariffs was also published, including computer products. In August 2025, the new tariff policy in the US officially entered into force, with the final tariff rate on imports from Israel set at 15%. In addition, a concrete reference was published on the subject of imports of chips and processors. According to the announcement, a tariff of 100% was set on imports of chips and processors, in a comprehensive manner regardless of the country of origin. However, it was determined that certain manufacturers will be entitled to a full exemption from said tariff. As of the date of this report, in light of the uncertainty that still exists on the subject and based on the information in its possession as of the approval date of the financial statements, the new trade policy does not appear to have a material impact on the Company. The company will continue to monitor economic and regulatory developments in the US market and will adjust its strategy accordingly.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a. Basis for preparing financial statements

These financial statements were prepared in a condensed format as of June 30, 2025 and for the six-month and three-month periods ended on that date (hereinafter – interim consolidated financial statements). These statements should be read in conjunction with the Company's annual consolidated financial statements as of December 31, 2024 and for the year ended on that date and the accompanying notes (hereinafter – the "annual consolidated financial statements").

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

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

b. Operating cycle period

The Group's operating cycle period is 12 months.

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

As of
As of June 30, December 31,
2025 2024 2024
Representative exchange rate of 1 NIS 0.297 0.266 0.274
Representative exchange rate of 1 Pound Sterling 1.371 1.264 1.254

Rate of change in percentage:

For the period of six
months ended on
June 30
For the period of three
months ended on
June 30
For the year
ended on
December 31
2025 2024 2025 2024 2024
Representative exchange rate of 1 NIS
Representative exchange rate of 1
8.39 (3.62) 10.41 (2.21) (0.72)
Pound Sterling 9.32 (0.81) 5.97 (0.03) (1.55)

NOTE 3 – REVENUES

For the period of six
months ended on
June 30
For the period of three
months ended on
June 30
For the year
ended on
December 31
2025 2024 2025 2024 2024
\$ in thousands
Geographic information
The revenues reported in the financial
statements were generated in Israel and
abroad based on the location of the
operation as follows:
Israel 86,974 89,670 34,703 40,428 159,473
USA 46,498 53,684 21,881 18,567 97,928
Other (including Germany, Switzerland
and UK) 9,798 3,548 6,244 2,065 16,338
143,270 146,902 62,828 61,060 273,739

NOTE 4 – INFORMATION REGARDING OPERATING SEGMENTS

General

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

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

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

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

NOTE 4 – INFORMATION REGARDING OPERATING SEGMENTS (Cont.)

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

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

For the period of six months ended on June 30, 2025
Israel US Other (*) Adjustments Consolidated
\$ in thousands
Unaudited
Information on comprehensive
income
Revenues
External revenues 86,974 46,498 9,798 - 143,270
Intersegment revenues 5,762 677 6 (6,445) -
Total revenues 92,736 47,175 9,804 (6,445) 143,270
Segment results 6,243 3,563 149 - 9,955
Financial expenses 1,800
Financial income 264
Income before taxes on income 8,419
Segment Assets 109,314 57,169 20,146 (16,917) 169,712
Segment Liabilities 36,479 37,955 16,480 (16,917) 73,997

For the period of six months ended on June 30, 2024 Information on comprehensive income Israel US Other (*) \$ in thousands Unaudited Adjustments Consolidated Revenues External revenues 87,583 53,684 5,635 - 146,902 Intersegment revenues 3,489 569 - (4,058) - 146,902 12,889 Total revenues 91,072 54,253 5,635 (4,058) Segment results 8,228 5,168 (507) - Financial expenses 2,979 Financial income 1,330 11,240 Segment Assets 109,024 62,151 11,177 (10,807) 171,545 Segment Liabilities 43,761 46,471 7,374 (10,807) 86,799 Income before taxes on income

For the period of three months ended on June 30 2025
Israel US Other (*) Adjustments Consolidated
\$ in thousands
Unaudited
Information on comprehensive
income
Revenues
External revenues 34,703 21,881 6,244 - 62,828
Intersegment revenues 3,670 317 6 (3,993) -
Total revenues 38,373 22,198 6,250 (3,993) 62,828
Segment results 1,544 1,667 84 - 3,295
Financial expenses 1,273
Financial income 124
Income before taxes on income 2,146
Segment Assets 109,314 57,169 20,146 (16,917) 169,712
Segment Liabilities 36,479 37,955 16,480 (16,917) 73,997

NOTE 4 – INFORMATION REGARDING OPERATING SEGMENTS (Cont.)

For the period of three months ended on June 30 2024
Israel US Other (*) Adjustments Consolidated
\$ in thousands
Unaudited
Information on comprehensive
income
Revenues
External revenues 39,293 18,566 3,201 - 61,060
Intersegment revenues 2,075 256 - (2,331) -
Total revenues 41,368 18,822 3,201 (2,331) 61,060
Segment results 3,594 1,687 (167) - 5,114
Financial expenses 1,818
Financial income 947
Income before taxes on income 4,243
Segment Assets 109,024 62,151 11,177 (10,807) 171,545
Segment Liabilities 43,761 46,471 7,374 (10,807) 86,799
For the year ended on December 31, 2024
Israel US Other (*) Adjustments Consolidated
\$ in thousands
Audited
Information on comprehensive
income
Revenues
External revenues 159,473 97,928 16,338 - 273,739
Intersegment revenues 6,763 1,161 2 (7,926) -
Total revenues 166,236 99,089 16,340 (7,926) 273,739
Segment results 15,929 8,844 2 - 24,775

Income before taxes on income 21,076

Segment Assets 109,155 75,479 9,279 (18,918) 174,995
Segment Liabilities 38,076 58,340 6,218 (18,918) 83,716

Financial expenses 5,257 Financial income 1,558

NOTE 5 – EVENTS DURING AND AFTER THE REPORTING PERIOD

  • A. In January 2025, most of the minority shareholders in the subsidiary Hiper Global US LLC exercised their put option. Following the exercise, the holding in the company increased to 98.2%.
  • B. On March 13, 2025, the Company's board of directors declared a dividend of NIS 0.14 per share and a total amount of approximately \$1,814 thousand. The effective date was set for March 23, 2025.
  • C. On April 1, 2025, a foreign subsidiary entered into an agreement to acquire 100% of the issued and paid-up share capital of a foreign company engaged in areas of activity similar to those of the group companies, with global customers abroad. According to the agreement, the Company paid the sellers a total of approximately \$ 3.9 million and additional balance of \$ 0.9 million will be paid in August 2025. Furthermore, additional future consideration was determined subject to the fulfillment of conditions defined in the agreement related to the business results of the acquired company, which may be paid over the next two years. The acquisition was financed through a long-term loan that will be repaid after 7 years on April 30, 2032, by quarterly repayment of principal and interest, when the first interest payments commencing on July 30, 2025 and the first principal payment due on July 30, 2026. The loan bears variable annual interest at the base interest in foreign currency plus a margin of 2.9% per annum.

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

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

The acquisition consideration and the fair value of identifiable assets acquired and liabilities assumed are adjustable up to 12 months from the date of acquisition. At the final measurement date, the adjustments are made by restating the comparative figures previously reported according to the interim measurement.

The cost of the business combination as aforesaid amounted to approximately \$ 4.8 million. As of the acquisition date, the fair value of the contingent consideration was estimated at zero. A weighted discount rate of approximately 16.8% was used in calculating the fair value.

Total acquisition expenses during the reporting period amounted to approximately \$ 98 thousand and were recorded in profit and loss when incurred.

NOTE 5 – EVENTS DURING AND AFTER THE REPORTING PERIOD (Cont.)

The following are details regarding the amounts recognized at the acquisition date for each group of assets acquired and liabilities assumed:

Acquisition
date
April 1, 2025
\$ in thousands
Cash and cash equivalents 969
Trade and other receivables 523
Inventory 27
Goodwill and intangible assets created upon acquisition 4,098
Fixed assets and right-of-use assets, net 56
Trade and other payables (461)
Long-term liabilities (443)
Total cost of business combination 4,769
Cash provided by/used in the acquisition \$ in thousands
Cash and cash equivalents in the acquired company at the date of
acquisition 969
Cash paid for the acquisition (3,881)
Cash, net (2,912)
  • D. On May 13, 2025, the Company's Board of Directors declared a dividend of NIS 0.105 per share and a total amount of approximately \$1,400 thousand. The record date was set for May 27, 2025.
  • E. On August 18, 2025, the Company's Board of Directors declared a dividend of NIS 0.065 per share and a total amount of approximately \$ 910 thousand. The record date was set for August 25, 2025.

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