REG - iFOREX Fin.Trading - Annual Financial Report
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RNS Number : 5612C iFOREX Financial Trading Hldgs Ltd 30 April 2026
iFOREX Financial Trading Holdings Ltd.
(trading as "iFOREX")
("iFOREX", the "Company" or the "Group")
Final Results for the year ended 31 December 2025
Foundations laid for future growth, positive start to FY26
30 April 2026
iFOREX (LSE:IFRX), a leading fintech business with a proprietary online and
mobile trading platform for multi-asset contracts for difference ("CFD"),
today announces its final results for the year ended 31 December 2025
("FY25"), and that it is today publishing its Annual Report and Accounts for
FY25 (the "2025 Annual Report"). iFOREX is also pleased to announce that the
Board has declared a dividend of $0.055 per share in respect of FY25, the
details of which are set out in this announcement.
Financial Highlights
The Company delivered a financial performance for 2025 in line with the
Board's expectations at the time of the IPO, reflecting global volatility
trading conditions and investment activity during the year.
FY25 FY24 Change %
$m $m
Revenue 49.1 50.1 (2.0)
Adjusted EBITDA (( 1 )) 4.3 9.7 (55.7)
Adjusted EBITDA margin 8.8% 19% (53.7)
Adjusted profit before tax 1.6 5.9 (4.3)
Reported (Loss) / Profit before tax (3.2) 6.0 (153)
Dividend per share ($) 0.055 - -
During the year, the Group incurred non-recurring IPO-related costs of $4.1
million and a non-cash Share Based Payments charge of $3.7 million. In
addition, the delay to the Group's IPO, which was originally planned for June
2025, created disruption including increased marketing spend ahead of the IPO
without the anticipated revenue benefit from being a listed company.
Operational and Strategic Highlights:
· Total trading volume increased by 1.5% to $470.8bn (FY 2024:
$461.0bn)
· Total active clients of 28,141, a 2.5% decline (FY 2024: 28,863)
· Average revenue per user of $1,746 (FY 2024: $1,737)
· Onboarded 13,579 new clients (FY 2024: 13,632)
· Average client acquisition cost increased to $695 (FY 2024: $401),
reflecting higher marketing expenditure associated with the delayed IPO
· Investments in platform automation and AI tools continued, with 37%
of new clients onboarded without human intervention
· Group system uptime increased to 99.985% (FY 2024: 99.965%)
· Appointed a new Chief Marketing Officer to lead marketing efforts,
customer acquisition and brand positioning
Current Trading and Outlook:
· The Group has made a positive start to the new financial year.
Trading has been supported by elevated levels of market volatility which has
resulted in healthy levels of profitability. Client KPIs are also encouraging.
· The Board continues to focus on driving progress in the Group's core
activities, including ongoing investment in proprietary technology and
data-driven capabilities to support client engagement and activity levels in
existing markets.
· The Group continues to explore opportunities for geographical
expansion, including in the UAE
Itai Sadeh, CEO of iFOREX, commented:
"2025 was a year of significant progress for iFOREX, culminating in our
successful Admission to the Main Market of the London Stock Exchange in
February 2026. This milestone marks a pivotal moment in the Group's evolution,
enhancing our visibility, governance, and strategic flexibility as we position
ourselves for long-term growth.
During the year, we made meaningful strides against our strategic priorities
through investment in our proprietary Trading Platform, operational
capabilities and geographic footprint. Trading conditions were mixed, with
strong activity and macro-driven volatility in the first half of the year
giving way to a period of lower volatility in Q3, before recovering towards
year-end. While costs were higher, this largely reflected non‑recurring
IPO‑related investment, supporting the ongoing development and scalability
of the business.
We have started FY 2026 positively, aided by elevated market volatility. We
look forward to harnessing the benefits of our Main Market listing and
delivering on our strategic priorities in year ahead."
2025 Annual Report
In accordance with UK Listing Rules 6.4.1R and 6.4.3R and UK Disclosure
Guidance and Transparency Rules ("DTRs") 6.2.10R and 6.3.5R, the 2025 Annual
Report is being submitted to the Financial Conduct Authority's National
Storage Mechanism today, in both structured electronic format and in unedited
full text. A copy of the 2025 Annual Report will shortly be available for
viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://protect.checkpoint.com/v2/r02/___https:/data.fca.org.uk/___.YXAxZTpzaG9yZWNhcDpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDo2ZGJmOTAwOTk2ZGZlMzU5MjQ2YjRmZDBlMTI4YjRkMDo3OjUzNGE6MTExODRiYzE1MDgyMDRkNDU4ZWYwZTcwNGM3YmUzZTQ0NTU5MTg2Njc1Y2JjNDFkYjE5YTJiYjEyMjk0NWI2YzpwOlQ6Tg#/nsm/nationalstoragemechanism)
.
Additionally, in accordance with DTR 6.3.5R, the 2025 Annual Report will
shortly be available on the Company's website at:
https://www.iforex.com/investors/corporate-documents
(https://www.iforex.com/investors/corporate-documents) .
Dividend declaration
The Board of Directors of the Company is pleased to announce the declaration
of a dividend of $0.055 per share in respect of FY25, the details of which are
set out below.
ISIN GG00BN7RXN80
TIDM IFRX
Ex-Date 14 May 2026
Record Date 15 May 2026
Pay Date 12 June 2026
Dividend Type Final
Dividend Amount & Currency $0.055 per share
Currency of Dividend payment USD
Enquiries:
Public Relations Adviser to iFOREX
Camarco
Marc Cohen 020 3757 4980
Phoebe Pugh iForex@camarco.co.uk (mailto:iForex@camarco.co.uk)
About iFOREX
iFOREX is a long‑established broker in the global financial services
industry. Founded in 1996, the company operates a proprietary online and
mobile trading platform, enabling retail clients to trade Contracts for
Difference (CFDs) across more than 870 financial instruments.
iFOREX combines advanced technology with a strong focus on customer service,
offering free training, support and educational resources to help clients
navigate global markets and develop their trading skills.
iFOREX Europe is authorised and regulated by the Cyprus Securities and
Exchange Commission (CySEC) under license number 143/11 and provides services
throughout the European Economic Area (EEA) (with the exception of Belgium
and Cyprus) in reliance on ''passports'' granted in accordance with MiFID. The
Group also has relevant regulatory authorisations from the Financial
Services Commission in the BVI under license number SIBA/L/13/1060.
The Group listed on the London Stock Exchange on 25 February 2026 under the
ticker LSE: IFRX.
For further information, please visit www.iforex.com
(https://protect.checkpoint.com/v2/r02/___http:/www.iforex.com___.YXAxZTpzaG9yZWNhcDpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDo2ZGJmOTAwOTk2ZGZlMzU5MjQ2YjRmZDBlMTI4YjRkMDo3Ojk3M2Q6ZWE1NDNkM2UzYjI2ZGM2NTY1OTE2YWUzZGMzZjU4NGE1MjQ2ZDY1Njc3MjBhYWNlZTRiM2ZjMmExNDFkMGM2MjpwOlQ6Tg)
Important Disclaimers
Disclaimer
This announcement and the 2025 Annual Report are for information purposes only
and are not intended to and do not constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell, otherwise
dispose of or issue, or any solicitation of any offer to sell, otherwise
dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
Cautionary statement regarding forward-looking statements
Certain statements in this announcement and in the 2025 Annual Report may
constitute forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties, many of which are beyond
the Group's control and all of which are based on the current beliefs and
expectations of the directors of the Company (the "Directors") about future
events. The Company often, but not always, uses terminology such as, "aims",
"anticipates", "assumes", "believes", "budgets", "could", "contemplates",
"continues", "estimates", "expects", "intends", "may", "plans", "predicts",
"projects", "schedules", "seeks", "shall", "should", "targets", "would",
"will" or, in each case, their negative or other variations or comparable
terminology, to generally identify forward-looking statements. Forward-looking
statements may be set forth in a number of places throughout this announcement
and the 2025 Annual Report and include statements regarding the intentions,
beliefs or current expectations of the Directors or the Group concerning,
among other things, the results of operations, financial condition, prospects,
growth, strategies, corporate governance and the Group's dividend policy and
the industry in which the Group operates.
These forward-looking statements and other statements contained in this
announcement and the 2025 Annual Report regarding matters that are not
historical facts involve predictions. No assurance can be given that such
future results will be achieved; actual events or results may differ
materially as a result of risks and uncertainties the Group faces. Such risks,
uncertainties and other important factors include, but are not limited to,
changes in economic conditions, the Group's competitive environment, the
Group's ability to execute its strategies, supply and demand forecasts, as
well as other factors within and beyond the Group's control that may affect
its planned strategies and operational initiatives including actions taken by
counterparties. By their nature, forward-looking statements are based upon a
number of estimates and assumptions that, whilst considered reasonable by the
Company are inherently subject to significant business, economic and
competitive uncertainties and contingencies. Known and unknown factors could
cause actual results to differ materially from those indicated, expressed or
implied in such forward-looking statements. Any forward-looking statements in
this announcement and the 2025 Annual Report reflect the Directors' current
views with respect to future events and are subject to these and other risks,
uncertainties and assumptions relating to the Group's operations, results of
operations and growth strategy.
These forward-looking statements speak only as of the date of this
announcement (or, in the case of forward-looking statements in the 2025 Annual
Report, as of the date of the 2025 Annual Report). Subject to any obligations
under the UK Listing Rules, the Disclosure Guidance and Transparency Rules or
any other applicable UK, Guernsey or other applicable laws, as appropriate,
the Directors, the Company and the Group explicitly disclaim any intention or
obligation or undertaking to publicly release the result of any revisions to
any forward-looking statements made in this announcement or the 2025 Annual
Report that may occur due to any change in the Directors', the Company's or
the Group's expectations or to reflect events or circumstances after the date
of this announcement (or, in the case of forward-looking statements in the
2025 Annual Report, the date of the 2025 Annual Report).
Chair's Statement
It is with great pride that I present iFOREX's first full year results as a
publicly listed company, a historic milestone in our journey of innovation and
growth. Our admission to the Main Market of the London Stock Exchange marked
an important step for the Group, strengthening client confidence, enhancing
our regulatory standing and supporting long-term development and shareholder
value creation.
2025 Overview
2025 was a year of significant progress for iFOREX, culminating in the Group's
successful admission to trading on the Main Market of the London Stock
Exchange in early 2026. This milestone underscores the strength of our
business model, the growing stakeholder confidence and the dedication of our
teams. During the year, the Group made targeted investments to reinforce its
operational and organisational foundations, with particular focus on
leadership capability, technology platforms and infrastructure. These
investments were made in anticipation of the Group's growing scale and the
resulting increase in regulatory responsibilities, and to support sustainable
performance in an increasingly complex global trading environment.
2026 marks the 30(th) anniversary of iFOREX's founding. As the Group enters
its fourth decade, having evolved across multiple market cycles, our mission
remains unchanged: to provide secure, advanced trading solutions for clients
across multiple regions and languages. This continued focus, now strengthened
by the credibility and discipline of a Main Market listing, positions the
Group well for the next stage of its development.
On behalf of the Board, I would like to thank our colleagues for their
commitment and professionalism throughout the year, and our shareholders for
their continued support and trust.
Financial Review
The Company delivered a financial performance for 2025 that was in line with
the Board's expectations at the time of our IPO and reflected volatile trading
conditions and investment activity during the year.
A delay to the IPO, originally planned for June 2025, affected the timing of
certain marketing initiatives undertaken by the company ahead of the initial
admission date. The Board considers the associated costs to be appropriate
investment that have supported the Group's transition to a listed company.
Strategy
The Board remains focused on overseeing the execution of the Group's strategy,
with an emphasis on sustainable organic growth and long-term profitability.
During 2025, the Group continued to invest in strengthening its marketing
capabilities, including affiliate networks and online channels to support
client acquisition in existing markets. These initiatives have helped inform a
more disciplined and targeted approach to marketing investment going forward.
Central to the Group's strategy is the continued development of its
proprietary Trading Platform. During the year, further enhancements were made
to user experience, automation and AI-enabled functionality, supporting client
engagement while ensuring the platform continues to meet evolving regulatory
requirements.
In parallel, management advanced preparations for geographic expansion,
including the evaluation of regulatory licensing opportunities in a number of
key markets, including the UAE. The Group's diversified revenue model and
proprietary technology support entry into new jurisdictions, complemented by
targeted marketing efforts, localised interfaces, and tailored payment
solutions.
The Group's admission to the Main Market has already delivered tangible
benefits, including improved visibility and a strengthened regulatory profile.
Corporate Governance
The Board of Directors is committed to the highest standards of corporate
governance and becoming a listed company has further strengthened our
corporate governance systems. Over the course of the year, and in preparation
for the IPO, the Group strengthened its Board of Directors by bringing in
highly experienced leaders whose expertise aligns with the Company's long-term
strategic ambitions. These additions were made to enhance governance
capabilities, deepen sector knowledge and ensure the Board has the appropriate
skills and insight for life as a listed company.
As part of this process, Sir Michael (Mick) Lawrence Davis, Denzil Jenkins and
I joined as Independent Non-Executive Directors. Sir Mick brings extensive
global leadership and transactional experience, having raised almost US 40
billion from global capital markets and successfully completed over USD 120
billion of corporate transactions, while Denzil contributes significant
regulatory, compliance and financial-markets expertise gained through senior
roles within leading exchanges and regulatory bodies. I also bring extensive
experience in capital markets and the management of international
organisations. Together, our diverse backgrounds reinforce the Board's ability
to provide effective oversight and guide the Group's strategic direction.
Itai Sadeh, who has held multiple leadership roles across the business,
continued as Chief Executive Officer and joined the Board during the year.
Shirley Winkler Hollander, the Group's Chief Financial Officer, also joined
the Board, bringing significant financial governance and regulatory expertise.
Together, the Board now combines extensive industry, financial markets and
operational experience, ensuring the Company is well equipped to deliver its
strategy, meet the requirements of a Main Market listing and provide the
appropriate oversight as the Group continues to progress its growth strategy.
Shareholder Returns
The Group remains highly cash generative, and the Board is committed to a
progressive dividend policy that balances sustainable shareholder returns with
the capital needed to enable future growth.
As part of our commitment to shareholder returns, the Board proposes a
dividend of $ 0.055 per share, reflecting FY 2025 performance and the timing
of the IPO. From FY 2026, dividends are expected to be set at approximately 50
percent of adjusted net profits, subject to prevailing conditions and capital
requirements.
Outlook
The Group has made a positive start to the new financial year. Trading has
been supported by elevated levels of market volatility which has resulted in
healthy levels of profitability. Client KPIs are also encouraging.
The Group's admission to the Main Market is delivering tangible benefits,
enhancing visibility, reinforcing governance, and providing greater strategic
flexibility. The Board remains focused on driving progress in the Group's core
activities, including ongoing investment in proprietary technology and
data-driven capabilities to support client engagement and activity levels in
existing markets.
Management is also actively evaluating opportunities for geographical
expansion and selective initiatives that complement the Group's organic growth
strategy.
Ron Golan
Chair
29 April 2026
Chief Executive Officer's Review
The successful admission of iFOREX to the Main Market of the London Stock
Exchange represented a defining moment in our journey and has provided a
strong platform for the next phase of the Group's growth.
As CEO, I am excited about the opportunities this creates to accelerate the
growth of the business and deliver long-term, sustainable returns for our
shareholders.
Financial Overview
In 2025, the financial performance was shaped by a dynamic market environment
and strategic investments aligned with our public listing preparations. The
first half of the year saw a notable uplift in activity, driven by global
geopolitical events that increased market volatility and client engagement
supporting favourable trading conditions and revenue growth.
However, market conditions evolved in the second half of the year, with
unusually low global volatility in the third quarter weighing on activity
levels. Additionally, the IPO delay created disruption and in light of low
market volatility the Company implemented a short term revenue initiative
which was ineffective and promptly reversed.
Despite these factors, continued operational developments - including
streamlined onboarding, enhanced data-driven marketing efficiency, and
upgrades to our proprietary Trading Platform - together with normalisation of
market volatility, contributed to a stronger finish in the fourth quarter.
With a debt-free balance sheet and solid cash reserves, the Group is well
positioned to execute its strategic priorities across both new and existing
markets.
Strategic Update
Our strategy builds on foundations established over nearly three decades and
centers on four core pillars designed to support sustainable growth:
(a) Attracting New Clients in Existing Markets
Our marketing engine remains a key driver of growth. In 2025, we appointed a
new Chief Marketing Officer to lead our in-house marketing efforts. Under his
leadership, the Group made greater use of data-driven insights, supporting
improvements in campaign quality across search engine marketing, affiliates,
social media and direct channel advertising. Ongoing refinement across the
customer journey, from initial awareness through to long-term retention, has
contributed to greater marketing efficiency and continued client acquisition.
(b) Increasing Active Client Longevity
Delivering a high-quality client experience is central to our strategy. During
the year, we introduced AI-powered tools, and new features across our
proprietary Trading Platform, including interactive walkthroughs, integrated
customer support, expanded access to financial instruments, strategy copying
capabilities, and options to receive stock dividends (alongside cash
dividends). Enhancements to our payment infrastructure, such as the
introduction of ApplePay and GooglePay in select jurisdictions, have further
improved convenience and supported deeper client engagement.
(c) Expanding into New Markets
Geographic expansion remains one of our most exciting growth opportunities.
Ongoing evaluations of regulatory licenses in key regions, including the UAE,
alongside continued assessment of additional jurisdictions, support this
ambition.
Tailoring the platform to local languages, payment infrastructures and
regulatory frameworks has positioned us well for expansion into high-potential
markets.
(d) Strategic M&A Opportunities
Recognising the fragmented nature of the CFD broker market, we remain open to
selective bolt-on acquisitions that complement our technology, product range,
and geographic footprint. Our listing on the Main Market enhances our ability
to pursue these opportunities and leverage scale and brand recognition to
accelerate growth.
People
Our people are the foundation of our success. We are committed to attracting,
developing, and retaining top talent through structured career development,
mentorship and a supportive culture that prioritises wellbeing. Our teams
across technology, marketing, compliance, payments, risk, customer support and
corporate functions deliver the operational excellence that underpins our
growth.
In 2025, we strengthened our organisational capabilities with the appointment
of a new Chief Marketing Officer, to lead our in-house marketing function.
This team drives brand positioning and awareness across multiple online
channels, ensuring consistent and effective engagement with our international
client base.
As the industry evolves with technological and regulatory changes, we remain
focused on building a diverse, agile workforce equipped to innovate and
deliver exceptional client value.
Market Overview
The retail leveraged trading industry continues to evolve rapidly, driven by
shifts in global market dynamics, increasing client engagement, and the
broadening of access to financial markets. Structural developments, including
expanded internet access, mobile trading and more advanced trading platforms,
have increased market participation and contributed to the growing popularity
of retail trading. As of Q1 2026, there are more than 6 million active retail
trading accounts worldwide, reflecting sustained interest from an increasingly
diverse user base.
iFOREX is well positioned within this environment, serving clients across more
than 30 countries via a multilingual, scalable Trading Platform. The Group's
business model, underpinned by proprietary technology delivering real-time
pricing, automated tools, and robust risk management, is deigned to ensure a
reliable and engaging user experience and to operate effectively across
varying market conditions, including periods of lower volatility. Geographic
expansion opportunities, particularly in developing regions such as Southeast
Asia and India, remain attractive as wealth levels rise and digital access
expands. These markets, alongside others currently under regulatory review,
represent promising opportunities for the Group.
Summary
2025 was a transformational year for iFOREX, culminating in the Group's
successful admission to trading on the Main Market of the London Stock
Exchange. Against a backdrop of evolving market conditions, we made good
progress against our strategic priorities, enhancing our technology and
operations, and delivered a strong finish to the year.
Becoming a listed company has strengthened our visibility, governance, and
strategic flexibility, providing a solid foundation to pursue our growth
objectives. Continued investment in technology, marketing capabilities and
operational infrastructure supports our long-term ambitions and the Group's
continued development across existing and new markets.
I would like to thank our employees and service providers, whose commitment
and dedication are at the core of our business, as well as our clients for
their loyalty and our shareholders for their continued support. As we enter FY
2026, we remain confident in our strategy and the opportunities ahead.
Itai Sadeh
Chief Executive Officer
29 April 2026
Financial Review
While 2025 financial performance reflected variable market conditions and
strategic investment associated with our public market transition, the
operational enhancements implemented across the Group and our strengthened
balance sheet have positioned iFOREX with greater scalability and flexibility
entering FY26.
FY 2025 Performance Overview
FY 2025 was a year of two distinct halves for the Group. The first half of FY
2025 ("H1 2025") delivered strong revenue growth compared to H1 2024, driven
by a material increase in market volatility. Two significant macroeconomic
events were particularly impactful: in February 2025, statements by President
Donald J. Trump legitimising cryptocurrencies and their potential use as a
recognised means of payment resulted in increased trading activity and higher
revenues across the cryptocurrency asset class, which resulted in higher
dealing spread revenues; and in April 2025, the declaration of "Liberation
Day" tariff measures generated further heightened market volatility and a
sharp rise in revenues. H1 2025 revenues amounted to USD 27.6 million,
compared to USD 22.6 million in H1 2024, an increase of approximately 22 per
cent.
During the second half of FY 2025 performance was impacted by lower global
market volatility, and as a result, reduced trading activity. The delay of the
Group's Admission to the London Stock Exchange, which was initially planned to
take place in June 2025, created disruption including an increase in marketing
spend in the prior months not benefitting from brand recognition and public
profile associated with being a listed company. In addition, a short-term
revenue initiative implemented in response to the low volatility environment
proved ineffective and was promptly reversed. As a result, full year FY 2025
revenue was USD 49.1 million, broadly in line with FY 2024 revenue of USD 50.1
million. Adjusted EBITDA for FY 2025 is USD 4.3 million (FY 2024: USD 9.7
million). The Group's balance sheet remains strong with a net cash balance as
at 31 December 2025 of USD 6.2 million and no debt.
Summary Consolidated Income Statement
The table below summarises the Group's consolidated results of operations for
the three financial years ended 31 December 2025:
$m FY 2025 FY 2024
(audited) (audited)
Trading Income (Revenue) 49.1 50.1
Selling and Marketing Expenses (42.5) (35.9)
Administrative and General Expenses (10.8) (6.6)
Profit / (Loss) from Operations (4.2) 7.6
Finance Income 1.5 0.3
Finance Expense (0.5) (1.9)
Net Finance (Expense) / Income 1.0 (1.6)
Profit / (Loss) Before Tax (3.2) 6.0
Tax on Income 0.3 (0.9)
Profit / (Loss) for the Period (2.8) 5.1
Attributable to owners of parent (2.0) 3.9
Attributable to non-controlling int. (0 .8) 1.2
FX Translation Difference (0.6) (0.5)
Total Comprehensive Income / (Loss) (3.4) 4.6
Trading Income (Revenue) Trading income decreased by USD 1 million (2.0 per
cent.) to USD 49.1 million in FY 2025 (FY 2024: USD 50.1 million). The
reduction was modest and reflects broadly stable client trading activity, with
lower average spread revenue. The overall performance demonstrates resilience
in the Group's core business.
Revenue by geography
$m FY 2025 FY 2024
Middle East and Africa 14.7 15.1
South Asia 9.4 8.4
East Asia 18.7 19.6
Europe 1.9 2.6
Latin America 4.4 4.4
Total Revenue 49.1 50.1
Asia (Rest) remained the largest region at USD 18.7 million, broadly stable
year-on-year (FY 2024: USD 19.6 million). South Asia grew to USD 9.4 million
(FY 2024: USD 8.4 million), reflecting improved client acquisition. The Middle
East and Africa were broadly stable at USD 14.7 million (FY 2024: USD 15.1
million). Europe declined to USD 1.9 million (FY 2024: USD 2.6 million),
reflecting the Group's limited EEA-regulated client base. Latin America was
broadly flat at USD 4.4 million.
Selling and Marketing Expenses Selling and marketing expenses increased by USD
6.6 million (18.2 per cent.) to USD 42.5 million in FY 2025 (FY 2024: USD 35.9
million). Three items account for most of the increase:
First, media expenses increased by USD 4.0 million to USD 9.4 million (FY
2024: USD 5.5 million). Approximately USD 3.5 million of cash marketing
expenditure was deployed in the European market ahead of Admission. This spend
was front-loaded in anticipation of the benefits of a listed company status;
however, the delay in Admission meant the Group did not enjoy the expected
uplift during the period in which these costs were recognised.
Second, non-cash share-based compensation ("SBC") charges of USD 0.5 million
were allocated to this line in FY 2025 (FY 2024:USD 0.1 million), arising from
the vesting of awards under the 2024 Share Incentive Plan. This cost is
non-cash and is added back in the Adjusted EBITDA calculations.
Third, R&D and technology costs rose to USD 10.9 million (FY 2024: USD 8.2
million). The increase reflects two distinct items: non-cash SBC charges of
USD 1.1 million allocated to this line under the 2024 Share Incentive Plan
which is also non-cash and added back in the Adjusted EBITDA calculations; and
c USD 0.8 million of Admission-related expenses allocated to I For Fintech
Ltd. ("IFF"), the Group's Israeli technology subsidiary, in connection with
the listing process.
Administrative and General Expenses
Administrative and general expenses increased by USD 4.4 million to USD 10.8
million in FY 2025 (FY 2024: USD 6.6 million).
First, USD 3.3 million of Admission- related expenses were recognised within
this line in FY 2025, comprising legal, advisory and professional costs
directly attributable to the listing process. This compares to USD 1.3 million
of Admission costs in FY 2024. These costs are classified as adjusted one-time
exceptional items.
Second, non-cash SBC charges of USD 2.2 million were allocated to this line
(FY 2024: USD 0.2 million), arising from the 2024 Share Incentive Plan. This
cost is non-cash and is added back in the Adjusted EBITDA calculations.
Profit / (Loss) from Operations
The Group recorded a loss from operations of USD 4.2 million in FY 2025 (FY
2024: profit of USD 7.6 million), a swing of USD 11.8 million. This is
explained by three major factors: (i) the USD 3.7 million increase in non-cash
SBC charges (from USD 0.4 million to USD 4.0 million) allocated across selling
& marketing and G&A; (ii) approximately USD 3.5 million of European
marketing spend
front-loaded ahead of Admission without the anticipated revenue benefit due to
the delay in the IPO; and (iii) USD 4.1 million of Admission-related costs
recognised in G&A and technology expenses. The modest USD 1.0 million
revenue decline was a secondary factor.
Net Finance Income / (Expense)
Net finance income of USD 1.0 million was recorded in FY 2025 (FY 2024: net
expense of USD 1.6 million), a positive swing of USD 2.6 million. This was
primarily driven
by a net foreign exchange gain of USD 1.4 million (FY 2024: loss of USD 1.3
million), reflecting the depreciation of the US dollar against the Euro and
NIS during FY 2025, which benefited the Group's predominantly foreign
currency-denominated assets on its statement of financial position.
Taxes on Income
A tax credit of USD 0.3 million was recognised in FY 2025 (FY 2024: tax charge
of USD 0.9 million), reflecting the Group's loss position and its tax
structure under the Israeli Preferred Technological Enterprise ("PTE") regime,
which applies a reduced rate of 12 per cent. on qualifying income. The tax
credit principally arises from the deferred tax benefit on the loss recorded
in FY 2025.
Alternative Performance Measures ("APMs")
The Group uses certain non-IFRS financial measures to assess and communicate
its underlying financial performance. These APMs are not defined under IFRS
and should not be considered as alternatives to, or more meaningful than, the
equivalent IFRS measures. The principal APMs are Adjusted EBITDA, Adjusted
EBITDA Margin and Adjusted Net Profit. Adjusted EBITDA and Adjusted EBITDA
Margin are each defined and reconciled to the nearest IFRS measure below.
Refer to the section entitled "Financial KPIs" on page 20 of the Annual Report
for additional information and definitions.
$m FY 2025 FY 2024
Profit / (Loss) from Operations (IFRS) (4.2) 7.6
Depreciation & Amortisation 0.7 0.6
EBITDA (3.5) 8.2
Share-Based Payments 3.7 0.3
Other Exceptional Costs (IPO-related) 4.1 1.3
Adjusted EBITDA 4.3 9.7
Adjusted EBITDA Margin 8.8% 19.4%
Adjusted EBITDA declined to USD 4.3 million in FY 2025 (FY 2024: USD 9.7
million). The reduction reflects two main factors: first, the IPO delay
created disruption including the increased marketing spend in prior months not
benefiting from being a listed company; and second, revenues decreased by USD
1.0 million. As also seen in weaker peer performance, the 3rd quarter saw very
low global market volatility; considering the low market volatility, the
Company implemented a short- term revenue initiative which was ineffective and
it was promptly reversed.
Balance Sheet / Financial Position
$m 31 Dec 2025 31 Dec 2024
Total Non-Current Assets 2.3 2.3
Total Current Assets 13.6 17.8
TOTAL ASSETS 15.9 20.1
Total Current Liabilities 4.3 8.7
Total Non-Current Liabilities 1.2 1.4
TOTAL LIABILITIES 5.5 10.1
NET ASSETS 10.3 10.0
Net Assets and Equity
Net assets were broadly stable at USD 10.3 million at 31 December 2025 (FY
2024: USD 10.0 million), despite the loss for the period of USD 2.8 million.
This stability reflects the recognition of USD 3.7 million of SBC charges
within equity (reserve for transactions with non-controlling interests) during
FY 2025, largely offsetting the retained earnings reduction. Retained earnings
reduced to USD 6.4 million (FY 2024: USD 8.4 million).
Cash and Liquidity
Cash and cash equivalents decreased to USD 6.2 million at 31 December 2025 (FY
2024: USD 8.6 million). The USD 2.4 million net reduction reflects positive
operating cash generation of USD 3.6 million, offset by financing outflows of
USD 6.5 million comprising dividend payments of USD 5.9 million and lease
repayments of USD 0.4 million. Investing outflows were minimal at USD 0.1
million.
Working Capital
Trade receivables decreased to USD 7.4 million (FY 2024: USD 9.2 million),
reflecting improved client settlements. Trade and other payables fell
materially to USD 3.9 million (FY 2024: USD 8.3 million) as the outstanding
dividend balance accrued at year-end 2024 was settled in April 2025.
Debt and Leverage
The Group carries no external financial debt across all periods presented.
Liabilities comprise trade and other payables and IFRS 16 lease liabilities
only. Total lease liabilities were USD 1.6 million at 31 December 2025 (FY
2024: USD 1.7 million; FY 2023: USD 1.9 million), in respect of office leases
in Herzliya, Limassol and Athens.
The Group is ungeared for financial debt purposes across all three years.
Capital Allocation, Dividend Policy and Outlook
Capital Allocation
The Board is committed to maintaining an optimal capital structure that
delivers sustainable returns to Shareholders while retaining adequate capital
for business growth. The Group's asset- light model requires limited capital
expenditure (FY 2025: USD 0.2 million;
FY 2024: USD 0.1 million). Capital buffers are maintained in excess of minimum
regulatory capital requirements in Cyprus (CySEC) and the BVI (FSC).
Dividend Policy and History
The Group has a track record of distributing substantially all free cash flow
as dividends. In FY 2025, dividends paid totalled USD 5.9 million,
representing the settlement of the dividend declared in January 2024
(partially paid in FY 2024). No new dividend was declared during FY 2025 by
the Company in respect of FY 2025. The Board intends to maintain a progressive
dividend policy; as part of our commitment to shareholder returns, the Board
proposes a dividend of USD 0.055 per share, reflecting FY 2025 performance and
the timing of Admission, and the dividend for FY 2026 is expected to be set at
approximately 50 per cent. of Adjusted Net Profits. Dividends are denominated
in Pounds Sterling.
Outlook
The Group enters FY 2026 with a strengthened strategic position following
Admission. The elevated cost base in FY 2025 reflects two categories of
non-recurring item: (i) the USD 3.7 million non-cash SBC charge, which will
reduce as awards vest over their multi-year schedule; and (ii) the
front-loaded European marketing and Admission-related spend, neither of which
is expected to recur at the same scale. The Board is focused on converting
investment in brand, technology and people into sustainable client and revenue
growth, underpinned by the Group's diversified geographic presence and proven
platform. Market conditions - particularly global volatility across FX, equity
and cryptocurrency markets - will remain the primary driver of near-term
financial performance.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. Dollars in thousands
As at December 31,
Note 2025 2024
ASSETS
CURRENT ASSETS:
Trade and other receivables 13 7,378 9,216
Cash and cash equivalents 14 6,205 8,613
13,583 17,829
NON-CURRENT ASSETS:
Deferred income taxes 7 455 79
Property, plant and equipment 10 435 593
Right of use assets 11 1,406 1,622
2,296 2,294
TOTAL ASSETS 15,879 20,123
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Bank overdrafts 14 45 43
Lease liabilities 11 353 314
Trade and other payables 17 3,918 8,306
4,316 8,663
NON-CURRENT LIABILITIES:
Lease liabilities 11 1,221 1,411
1,221 1,411
EQUITY:
Share capital (*) (*)
Reserve for transactions with non-controlling interests 571 (1,630)
Translation reserve (91) 385
Retained earnings 6,374 8,370
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 6,854 7,125
Non-controlling interests 3,488 2,924
Total equity 10,342 10,049
TOTAL LIABILITIES AND EQUITY 15,879 20,123
(*) less than 1 thousand USD.
29 April 2026
Date of approval of the consolidated financial statements Itai Sadeh Shirley Winkler Hollander
Chief Executive Officer and Director Chief Financial Officer and Director
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(LOSS)
U.S. Dollars in thousands
Year ended December 31,
Note 2025 2024
Revenue 4 49,141 50,148
Selling and marketing expenses 5 (42,499) (35,897)
Administrative and general 5 (10,830) (6,625)
expenses
Profit (loss) from operations (4,188) 7,626
Finance income 6 1,514 256
Finance expenses 6 (492) (1,858)
Net finance income (expenses) 1,022 (1,602)
Profit (loss) before tax (3,166) 6,024
Taxes on income 7 323 (904)
Profit (loss) for the year (2,843) 5,120
Other comprehensive income that may be reclassified to profit or loss in
subsequent periods:
(Loss)/ gain on foreign currency translation (570) (521)
Total comprehensive income (loss) (3,413) 4,599
Profit (loss) for the year attributable to:
Owners of the parent (1,996) 3,931
Non-controlling interests (847) 1,189
(2,843) 5,120
Total comprehensive income (loss) for the year attributable to:
Owners of the parent (2,472) 3,476
Non-controlling interests (941) 1,123
(3,413) 4,599
Earnings per share attributable to the parent:
Basic and diluted ($) 9 (19,966) 39,310
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
U.S. Dollars in thousands
Share capital Reserve for transactions with non- Translation reserve Retained Total Non- Total equity
controlling interests
controlling
earnings
interest
Balance at 1 January 2024 (*) - 840 16,161 17,001 3,419 20,420
Comprehensive Income for the year
Profit for the year - - - 3,931 3,931 1,189 5,120
Other comprehensive income
Gain on foreign currency translation - - (455) - (455) (66) (521)
Total comprehensive income (loss) for the year - (455) 3,931 3,476 1,123 4,599
Share based payment charge of subsidiary - 252 - - 252 5 257
Issuance of restricted shares by subsidiary - (1,882) - - (1,882) 1,882 -
Dividends - - - (11,722) (11,722) (3,505) (15,227)
Balance at 31 December 2024 (*) (1,630) 385 8,370 7,125 2,924 10,049
Comprehensive Income for the year
Profit for the year - - - (1,996) (1,996) (847) (2,843)
Other comprehensive income
Loss on foreign currency translation - - (476) - (476) (94) (570)
Total comprehensive income (loss) for the year (*) - (476) (1,996) (2,472) (941) (3,413)
Issuance of restricted shares by subsidiary - (369) - - (369) 369 -
Share based payment charge of subsidiary 2,570 2,570 1,136 3,706
Balance at 31 December 2025 (*) 571 (91) 6,374 6,854 3,488 10,342
(*) less than 1 thousand
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. Dollars in thousands
Year ended December 31,
2025 2024
Cash flows from operating activities
Profit for the period (2,843) 5,120
Adjustments required to reflect the cash flows from operating activities:
Depreciation of property, plant, and equipment and amortisation of right of 704 553
use assets
Share based payment charge 3,706 257
Finance income (1,514) (256)
Finance expense 492 153
Income tax expenses (benefit) (323) 904
Net cash generated from operating activities before changes in working capital 222 6,731
(Increase)/ decrease in trade and other receivables 2,672 (4,558)
Increase/ (decrease) in trade and other payables 1,544 (276)
Cash generated from operations 4,438 1,897
Tax paid (886) (1,951)
Net cash flows received from (used in) operating activities 3,552 (54)
Cash flows from investing activities
Purchase of property, plant and equipment (192) (82)
Redemption of investment in financial assets - 950
Interest received 142 256
Net cash (used)/ received from investing activities (50) 1,124
Cash flow from financing activities
Payments of leases liabilities (444) (293)
Interest paid (154) (153)
Dividends paid (5,932) (5,791)
Dividend paid to non-controlling shareholders - (3,504)
Net cash used in financing activities (6,530) (9,741)
Net increase/ (decrease) in cash and cash equivalents (3,028) (8,671)
Effect of foreign exchange rate changes 618 (526)
Cash and cash equivalents at beginning of the period 8,570 17,767
Cash and cash equivalents at end of period 6,160 8,570
Cash and cash equivalents are defined as:
Cash at bank and in hand (Note 14) 6,205 8,613
Bank overdrafts 45 43
6,160 8,570
The principle non-cash transactions comprise: - 125
Recognition of right of use assets against lease liabilities
- 125
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 1 - GENERAL
a. Corporate information
iFOREX Financial Trading Holdings Ltd. (the "Company") was originally
incorporated in the British Virgin Islands (''BVI'') on 30 June 2009 under the
registered name "IPEC Holdings Ltd." as a BVI business company (registered
number 1536671) under the BVI Business Company Act, 2004 as amended.
On April 9, 2025, the Company redomiciled to Guernsey whilst still under the
name of "IPEC Holdings Ltd." and registered under the laws of Guernsey
(registration number 75570). Its registered office is at c/o New Street
Management Limited, Les Echelons Court, St Peter Port, Guernsey, GY1 1AR.
On May 6, 2025, the Company changed its name from "IPEC Holdings Ltd" to its
current registered name, iFOREX Financial Trading Holdings Ltd. The principal
place of business is 85 Medinat Hayehudim, 4676670, Herzliya, Israel.
The Company together with its subsidiaries (the "Group") has developed and
operates a proprietary online and mobile contract for difference ("CFD")
trading platform (the "Trading Platform") enabling its primarily retail
clients to trade CFDs across over hundreds of financial instruments comprising
currencies, commodities, indices, cryptocurrencies, stocks and exchange traded
funds.
The Company's BVI subsidiary, Formula Investment House Ltd ("FIH"), was
subject to a routine thematic compliance inspection by the BVI Financial
Services Commission (FSC) which commenced in January 2025 (the "Inspection").
The BVI FSC's final report gave ratings of "largely compliant" or "partially
compliant". Following the receipt of the report, FIH was awarded the same
annual risk rating as the previous year from the BVI FSC.
b. Effects of the Security Situation in the Middle East
On 7 October 2023, following a surprise attack by the Hamas terrorist
organisation from the Gaza Strip, the Government of Israel declared the
"Swords of Iron" war (the "War"). The overall impact of the War on the
Company's financial results for the three years ended 31 December 2024 was not
material.
In October 2025, after two years of hostilities, a ceasefire agreement was
reached in Gaza, including the release of the living hostages and the return
of the deceased.
Subsequently, in early 2026, Israeli and American forces commenced a military
offensive against Iran. A ceasefire in that conflict came into effect in the
beginning of April 2026.
As of the date of this report, the IDF remains on heightened alert for
security-related events. Notwithstanding the foregoing, as of the date of this
report, the security situation - including the hostilities involving Iran and
the subsequent ceasefire - has not had a material effect on the Company's
financial results.
The Company continues to monitor on an ongoing basis the potential
implications of these events on its operations.
NOTE 2 - MATERIAL ACCOUNTING POLICIES
a. Basis of preparation
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board (IFRS). These consolidated financial statements are
the responsibility of the Directors of the Group (the "Directors").
The consolidated financial statements are prepared on a going concern basis,
under the historical cost convention, except for derivative financial
instruments that are measured at fair value. The consolidated financial
statements are presented in United States dollar ($) and all values are
rounded to the nearest thousand ($'000), except when otherwise indicated.
The principal accounting policies adopted in the preparation of the
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
b. Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists where the
Group is exposed, or has rights, to variable returns from its involvement with
the entity and has the ability to affect those returns through its power over
the entity.
The subsidiary reporting periods are the same as those of the Company, using
consistent accounting policies.
Non-controlling interests in subsidiaries are presented separately from the
equity attributable to equity owners of the Company. When changes in ownership
of a subsidiary do not result in a loss of control, the non-controlling
shareholders' interests are initially measured at the non-controlling
interests' proportionate share of the subsidiaries' net assets. Subsequent to
this, the carrying amount of non-controlling interests is the amount of those
interests at initial recognition plus the non-controlling interests' share of
subsequent changes in equity. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling
interests having a deficit balance.
c. Going concern
The Group has continued to trade throughout the consolidated financial
statements period in a net asset position.
The Directors have assessed the ability of the Group to continue as a going
concern until the end of April 2027 using cash flow forecasts prepared from 1
January 2026. With the continued current trading results together with net
proceeds received from the IPO, the Directors are satisfied that there are
sufficient resources to continue in business for the foreseeable future and
for at least 12 months from the date of approving these consolidated financial
statements.
Furthermore, there are no material uncertainties that may cast significant
doubt upon the Group's ability to continue as a going concern. Therefore, the
consolidated financial statements are prepared on a going concern basis.
d. New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations issued but not yet effective:
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements was issued by the
International Accounting Standards Board in April 2024. IFRS 18 is effective
on January 1, 2027, and is required to be applied retrospectively to
comparative periods presented, with early adoption permitted. IFRS 18, upon
adoption replaces IAS Standards 1 - Presentation of Financial Statements.
IFRS 18 sets out new requirements focused on improving financial reporting by:
· requiring additional defined structure to the statement of profit or
loss (i.e. consolidated statement of income), to reduce diversity in the
reporting, by requiring five categories (operating, investing, financing,
income taxes and discontinued operations) and defined subtotals and totals
(operating income, income before financing, income taxes and net income);
· requiring disclosures in the notes to the financial statements about
management-defined performance measures (i.e. non-IFRS measures); and
· adding new principles for aggregation and disaggregation of
information in the primary financial statements and notes.
IFRS 18 will not impact the recognition or measurement of items in the
financial statements, but it might change what an entity reports as its
'operating profit or loss', due to the classification of certain income and
expense items between the five categories of the consolidated income
statement. It might also change what an entity reports as operating
activities, investing activities and financing activities within the statement
of cash flows, due to the change in classification of certain cash flow items
between these three categories of the cash flows statement. The Group is
currently assessing the impact of adopting IFRS 18.
e. Trading income
Trading income represents revenue generated from Customer Income, which
includes spreads and overnight charges, and Customer Trading Performance,
comprising gains and losses on customers' trading positions arising from
client trading activity.
Open client positions are carried at fair value through profit or loss, with
gains or losses arising from these valuations recognised as trading income, as
well as gains or losses realised on positions that have closed.
Trading income is accounted for under the provisions of IFRS 9, at fair value
in accordance with IFRS 13, Fair Value Measurements, as the Company is a
broker-dealer, and its operations are based on generating profits from
variation in price of broker-traders' margin and fair value adjustments of
client trading positions on currencies, commodities, indices,
cryptocurrencies, stocks and exchange traded funds.
f. Foreign currency translation
(i) Functional currencies
Items included in the consolidated financial statements of each Group entity
are measured using the currency of the primary economic environment in which
each entity operates (''the functional currency'').
The consolidated financial statements are presented in USD which is also the
functional currency of the Company.
(ii) Transactions and balances
Foreign currency transactions are translated into the respective functional
currencies of the Group companies using the exchange rates prevailing at the
dates of the transactions. Monetary assets and liabilities denominated in
foreign currencies are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary assets and liabilities that are
measured at fair value in a foreign currency are translated into the
functional currency at the exchange rate when the fair value is determined.
Non-monetary items that are measured based on historical cost in a foreign
currency are translated at the exchange rate at the date of the transaction.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from translation at the reporting date exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss and presented within finance expenses.
(iii) Foreign operations
The assets and liabilities of foreign operations, including fair value
adjustments arising on acquisition, are translated into United States Dollars
at the exchange rates at the reporting date. The income and expenses of
foreign operations are translated into United States Dollars at the average
exchange rates.
Foreign currency differences are recognised in other comprehensive income and
accumulated in the translation reserve, except to the extent that the
translation difference is allocated to non-controlling interest.
On the disposal of a foreign operation (i.e. a disposal of the Group's entire
interest in a foreign operation, or a disposal involving loss of control over
a subsidiary that includes a foreign operation), all of the exchange
differences accumulated in equity in respect of that operation attributable to
the owners of the Company are reclassified to profit or loss as part of the
gain or loss on disposal.
In the case of a partial disposal that does not result in the Group losing
control over a subsidiary that includes a foreign operation, the proportionate
share of accumulated exchange differences are re-attributed to non-controlling
interests and are not recognised in profit or loss. For all other partial
disposals, the proportionate share of the accumulated exchange differences is
reclassified to profit or loss.
g. Technology costs
Technology related expenditures are recognised in profit or loss when
incurred.
Costs incurred in an internal development project are recognised as an
intangible asset only if the Group can demonstrate the technical feasibility
of completing the intangible asset so that it will be available for use or
sale; the Group's intention to complete the intangible asset and use or sell
it; the ability to use or sell the intangible asset; how the intangible asset
will generate future economic benefits; the availability of adequate
technical, financial and other resources to complete the intangible asset; and
the ability to measure reliably the expenditures attributable to the
intangible asset during its development.
When an internally developed intangible asset cannot be recognised, the
development costs are recognised as an expense in profit or loss as incurred.
Development costs previously recognised as an expense are not recognised as an
asset in a subsequent period. For all reporting periods presented, the above
criteria have not been met and therefore all development costs have been
recognised as an expense in profit or loss.
h. Current and deferred taxation
Income tax expense comprises of current and deferred tax. It is recognised in
profit or loss except to the extent that it relates to items recognised
directly in equity or in other comprehensive income.
Current tax
Tax liabilities and assets for all periods are measured at the amount expected
to be paid to or recovered from the taxation authorities, using the tax rates
and laws that have been enacted, or substantively enacted, by the reporting
date. Current tax includes any adjustments to tax payable in respect of
previous periods.
Deferred tax
Deferred tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. Currently enacted
tax rates are used in the determination of deferred tax.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
i. Property plant and equipment
Property, plant and equipment are measured at cost less accumulated
depreciation and impairment losses.
Depreciation is recognised in profit or loss on the straight-line method over
the useful lives of each part of an item of property, plant and equipment.
The annual depreciation rates used for the current and comparative periods are
as follows:
%
Leasehold improvements 10
Furniture, fixtures and office equipment 7-15
Computer equipment 20-33
Depreciation methods, useful lives and residual values are reassessed at each
reporting date and adjusted if appropriate.
Where the carrying amount of an asset is greater than its estimated
recoverable amount, the asset is written down immediately to its recoverable
amount.
j. Leased assets
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.
For the leases of land and buildings in which it is a lessee, the Group has
elected not to separate non-lease components and account for the lease and
non-lease components as a single lease component.
The Group as lessee
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of the right-of-use assets are determined on the same basis as those of
property and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, or if the Group changes its
assessment of whether it will exercise a purchase, extension or termination
option.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise the right of use assets and lease
liabilities for short term leases that have a lease term of 12 months or less
and leases of low value assets (i.e. IT equipment, office equipment etc.). The
Group recognises the lease payments associated with these leases as an expense
on a straight-line basis over the lease term.
k. Cash and cash equivalents
Cash and cash equivalents comprise of cash balances and on-call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose only of the consolidated statement of cash flows.
l. Segregated client funds
The Group's clients maintain funds in the Group's bank accounts for their
trading purposes.
iCFD Ltd. and Formula Investment House Ltd. are required to manage client
funds in accordance with the applicable client money rules, ensuring these
funds are segregated within a fiduciary capacity supported by law and cannot
be used for any other purpose.
These arrangements are subject to regulation, as well as industry custom and
practice. These assets are not included in the Group's statement of financial
position as the ability to control the assets is restricted. The determination
of control is based on several indicators that mainly examine who is entitled
to the economic benefits derived from the cash flows arising from these
assets, and if clients have a secured claim in case of the insolvency of iCFD
Ltd. or Formula Investment House Ltd.
This determination is re-examined when there is a change in circumstances,
laws, regulations and contracts with the client.
m. Financial instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the instrument.
A financial asset or financial liability is initially measured at fair value
plus, for an item not at fair value through profit or loss (FVTPL),
transaction costs that are directly attributable to its acquisition or issue.
Classification and subsequent measurement
Financial assets -
On initial recognition, a financial asset is classified as measured at:
amortised cost or at FVTPL.
A financial asset is measured at amortised cost if it meets both of the
following conditions:
· It is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
· its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets - Subsequent measurement and gains and losses:
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses,
including any interest, are recognised in profit or loss.
Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective
interest method and are subject to impairment. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any
gain or loss on derecognition is recognised in profit or loss. The Group holds
medium term bond notes which are recorded at amortised cost.
Financial liabilities - Classification, subsequent measurement and gains and
losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A
financial liability is classified as at FVTPL if it is classified as
held-for-trading, it is a derivative or it is designated as such on initial
recognition. Financial liabilities at FVTPL are measured at fair value and net
gains and losses, including any interest expense, are recognised in profit or
loss. Other financial liabilities are subsequently measured at amortised cost
using the effective interest method. Interest expense and foreign exchange
gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
n. Impairment of financial assets
The Group has short-term financial assets such as trade receivables in respect
of which the Group applies the simplified approach in IFRS 9 and measures the
loss allowance in an amount equal to the lifetime expected credit losses.
Write-off
The gross carrying amount of a financial asset is written off when the Group
has no reasonable expectations of recovering a financial asset in its entirety
or a portion thereof.
o. Impairment of non-financial assets
Assets (other than deferred tax assets) that have an indefinite useful life
are not subject to amortisation and are tested annually for impairment. Assets
that are subject to depreciation or amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
For impairment testing, assets are grouped together into the smallest group of
assets that generates cash flows from continuing use that are largely
independent of the cash inflows of other assets or cash generating units.
The recoverable amount of an asset or cash-generating unit is the greater of
its value in use and its fair value less costs to sell. Value in use is based
on the estimated future cash flows, discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or
cash-generating unit exceeds its recoverable amount.
Impairment losses are recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.
p. Employee benefits
The Group operates an employee benefit plan whereby employees are granted the
right to cash payments based on a pre-determined number of shares without
owning those shares under the terms and conditions agreed with the employee in
a Phantom Award Agreement.
q. Segmental reporting
IFRS 8 'Operating segments' requires the Group to determine its operating
segments based on information which is provided internally. Based on the
internal reporting information and management structures within the Group, it
has been determined that there is only one operating segment being from the
online trading on CFDs through the Group's internally developed platform.
r. Share-based payments
Employees of the Group and the Company's Board of Directors receive
remuneration in the form of share-based payments, whereby employees render
services as consideration for equity instruments ("equity-settled
transactions").
The cost of equity-settled transactions with employees is determined by the
fair value at the date when the grant is made using an appropriate valuation
model, further details of which are given in Note 18.
The cost of equity-settled transactions is recognized as expense, together
with a corresponding increase in equity, over the period during which the
relevant employees become entitled to the award, and where applicable, the
performance conditions are fulfilled (the "vesting period"). The cumulative
expense recognised for equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the vesting period has
expired and the Group's best estimate of the number of equity instruments that
will ultimately vest.
No expense is recognised for awards that do not ultimately vest because
non-market performance and/or service conditions have not been met, except for
awards where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether the market condition is satisfied, provided
that all other vesting conditions (service and/or performance) are satisfied.
NOTE 3 - CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the consolidated financial statements in compliance with
IFRS requires the use of certain critical accounting estimates. It also
requires the Group management to exercise judgement and use assumptions in
applying the Group's accounting policies. The resulting accounting estimates
calculated using these judgements and assumptions will, by definition, seldom
equal the related actual results but are based on historical experience and
expectations of future events. Management believe that the estimates utilised
in preparing the consolidated financial statements are reasonable and prudent.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions.
NOTE 4 - REVENUE
The Group generates revenue primarily from online trading on CFDs through its
internally developed platform. No single customer makes up 10% or more of
revenue in any period.
Year ended 31 December,
2025 2024
Net gain realised on trading 43,866 45,715
Net gains on financial assets at fair value through profit or loss (*) 5,275 4,433
Total revenue 49,141 50,148
(*) for more information on fair value trading income see Note 2e.
Geographical reporting
Year ended 31 December,
2025 2024
Middle East and Africa 14,657 15,123
South Asia 9,401 8,370
Rest of Asia 18,736 19,621
Europe 1,920 2,607
Latin America 4,427 4,427
49,141 50,148
NOTE 5 - EXPENSES BY NATURE
a. Selling and marketing expenses
Year ended 31 December,
2025 2024
Staff costs 6,638 4,683
Information technology 686 897
Commissions expense 4,917 5,842
Technology - staff and other expenses 10,855 8,188
Media expenses 9,445 5,470
Clearing charges 9,958 10,817
(42,499) (35,897)
b. Administrative and general expenses
Year ended 31 December,
2025 2024
Staff expenses and directors fee 3,697 1,509
Rent and utilities 255 511
Sundry expenses 2,694 1,099
Auditors' remuneration 207 150
Legal fees 1,049 1,474
Consulting fees 1,687 1,023
Office and other expenses 606 307
Depreciation 635 552
(10,830) (6,625)
c. Employee benefit expenses
Year ended 31 December,
2025 2024
Wages and salaries 10,537 9,515
Social security and taxes 1,187 954
Other pension costs 963 655
12,687 11,124
As at 31 December, 2025 Mr. Eyal Carmon, held 100% of the shares in the
Company. In the year ended 31 December 2025 he received $5,932 (2024: $5,791)
in respect of dividends paid.
NOTE 6 - NET FINANCE INCOME AND EXPENSE
Year ended 31 December,
2025 2024
Finance Income
Interest income 135 218
Interest from deposits 7 38
Net foreign exchange income 1,372 -
1,514 256
Finance Expenses
Interest expense on lease liabilities (154) (151)
Bank charges (338) (364)
Net foreign exchange loss - (1,343)
(492) (1,858)
Net finance income (expenses) 1,022 (1,602)
NOTE 7 - TAXES ON INCOME
a. Tax rates applicable for the main entities in the Group:
Country of tax residency Applicable tax rate - %
IFOREX Financial Trading Holdings Ltd. Israel 23
iFOREX Holding Ltd. Israel 23
Formula Investment House Ltd. British Virgin Islands -*
iCFD Ltd. Cyprus 12.5
I For Fintech Limited Israel** 12
FIH - Athens Branch Greece 22
* Under the laws in the BVI Formula Investment House Ltd. is not subject to
corporate tax.
** The statutory corporate tax rate in Israel is 23%. The Company received a
pre-ruling from the Israeli Tax Authority (the "ITA") approving its
eligibility to be classified, commencing from 2023, as PTE (see below) for
which the tax rate is 12%. Any other income that is not considered as PTE will
be subject to an ordinary income tax rate of 23%.
b. Tax laws applicable in Israel
Amendment to the Law for the Encouragement of Capital Investments, 1959
(Amendment 73) (the "Encouragement Law"):
Amendment 73 to the Encouragement Law prescribes a special tax regime for
technological enterprises as follows:
Preferred Technological Enterprise ("PTE") as defined in the Encouragement Law
will be subject to tax at a rate of 12% on profits deriving from intellectual
property which meets the conditions of being treated as "Preferred
Technological Income."
Any dividends distributed from PTE to non-Israeli shareholders or individuals,
sourced in the income from the technological enterprise is subject to reduced
Israeli withholding tax rate of 20% (or lower rate under the applicable tax
treaty). No withholding tax will be remitted upon distribution of dividend
sourced from preferred technological income to an Israeli corporation.
c. Deferred tax
Statement of financial position Statement of profit and loss
As of December 31, Year ended 31 December,
2025 2024 2025 2024
Deferred tax assets:
Research and development costs 271 67 204 67
Employee benefits 5 5 - 5
Carryforward losses 26 - 26 -
Leases 18 7 11 7
IPO expenses 135 - 135 -
455 79 377 79
Deferred tax assets are calculated at the rate of 12 per cent.
d. Analysis of charge
Year ended 31 December,
2025 2024
Current tax 53 983
Deferred taxes (377) (79)
Income tax expense (benefit) (323) 904
Tax charge (benefit) per statement of comprehensive income (323) 904
Tax assessments
The tax returns of Group companies are still subject to audits by the tax
authorities.
e. Reconciliation of tax expense and tax based on accounting profit
(loss):
Year ended 31 December,
2025 2024
Profit (loss) from ordinary activities before tax (3,166) 6,024
Tax calculated at applicable domestic tax rate (2025 and 2024 - 23%) (726) 1,386
Effects of:
Tax expenses (benefit) arising from PTE 419 (745)
Different tax rates in other countries and jurisdictions (847) (214)
Expenses not deductible for tax purposes 791 35
Losses for which no tax benefit was recorded 11 411
Other 29 31
Tax charges (benefit) (323) 904
NOTE 8 - DIVIDENDS
In 2024 the Company declared a dividend of $11,722 thousand USD, of which
$5,791 was paid in 2024 and $5,932 was paid in 2025.
In addition, in 2024 a subsidiary declared a dividend of which $3,504 was paid
to non-controlling shareholders.
During 2025 the Company did not declare the payment of a dividend.
NOTE 9 - EARNINGS PER SHARE
Basic and diluted earnings per share are calculated by dividing the profit
attributable to equity holders by the weighted average number of ordinary
shares in issue. Diluted earnings per share is calculated by dividing the
profit attributable to ordinary equity holders of the Company by the weighted
average number of ordinary shares in issue during the period plus the weighted
average number of ordinary shares that would have been issued on the
conversion of all dilutive potential ordinary shares into ordinary shares.
The following table reflects the income and share data used in the basic and
diluted EPS calculations.
Year ended 31 December,
2025 2024
Profit (loss) used in calculating basic and diluted EPS ($'000) (1,996) 3,931
Weighted average number of shares 100 100
Diluted weighted average number of shares 100 100
Earnings per share ($) (19,966) 39,310
Diluted earnings per share ($) (19,966) 39,310
NOTE 10 - PROPERTY, PLANT AND EQUIPMENT
Leasehold improvements Furniture, Computer Total
fixtures and equipment
office
equipment
Cost
Balance at 1 January 2024
78 415 3,388 3,881
Additions - 1 81 82
Exchange differences
(16) (4) (15) (35)
Balance at 31 December 2024 62 412 3,454 3,928
Additions 54 4 134 192
Exchange differences 39 13 76 128
Balance at 31 December 2025 155 429 3,664 4,248
Depreciation
Balance at 1 January 2024 (15) (390) (2,762) (3,167)
Depreciation for the year (8) (1) (190) (199)
Exchange differences 13 5 13 31
Balance at 31 December 2024 (10) (386) (2,939) (3,335)
Depreciation for the year
(13) (6) (323) (342)
Exchange differences
(38) (11) (87) (136)
Balance at 31 December 2025 (61) (403) (3,349) (3,813)
Net book value
Balance at 31 December 2025 94 26 315 435
Balance at 31 December 2024
52 26 515 593
NOTE 11 - LEASED ASSETS
The Group leases a number of assets in the jurisdictions from which it
operates in with all lease payments, in-substance, fixed over the lease term.
All expected future cash out flows are reflected within the measurement of the
lease liabilities at each period end.
Number of active leases as of December 31, 2025: 3 (2024: 3)
The Groups leases include leasehold properties for commercial and head office
use. The leases range in length from four to seven years.
Extension, termination, and break options
The Group sometimes negotiates extension, termination, or break clauses in its
leases. In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
On a case-by-case basis, the Group will consider whether the absence of a
break clause would expose the Group to excessive risk. Typically, factors
considered in deciding to negotiate a break clause include:
- The length of the lease term;
- The economic stability of the environment in which the
property is located; and
- Whether the location represents a new area of operations
for the Group.
Incremental borrowing rate
The Group has estimated a rate with a range of 4.83% - 9% as its incremental
borrowing rate, being the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar terms,
security and conditions. This rate is used to reflect the risk premium over
the borrowing cost of the Group measured by reference to the Groups
facilities.
Right‑of‑use assets
Total
Cost
Balance at 1 January 2024 2,097
Additions 125
Exchange differences (30)
Balance at 31 December 2024 2,192
Additions -
Exchange differences 242
Balance at 31 December 2025 2,434
Depreciation
Balance at 1 January 2024 (226)
Depreciation for the year (354)
Exchange differences 10
Balance at 31 December 2024 (570)
Depreciation for the year (359)
Exchange differences (99)
Balance at 31 December 2025 (1,028)
Net book value
Balance at 31 December 2025 1,406
Balance at 31 December 2024 1,622
Lease liabilities
Total
Balance at 1 January 2024 1,912
Additions 125
Interest expense 151
Lease payments (444)
Exchange differences (19)
Balance at 31 December 2024 1,725
Additions -
Interest expense 125
Lease payments (444)
Exchange differences 168
Balance at 31 December 2025 1,574
Reconciliation of minimum lease payments and present value:
As at December 31,
2025 2024
Within 1 year 461 398
Later than 1 year and less than 5 years 1,417 1,444
More than 5 years - 208
Total including interest cash flows 1,878 2,050
Less: interest cash flows 304 325
Total principal cash flows 1,574 1,725
NOTE 12 - OTHER CURRENT FINANCIAL ASSETS
As at December 31,
2025 2024
Balance at 1 - 940
January
Fair value adjustment - 12
Exchange differences - (2)
Redemption - (950)
Balance at 31 December - -
Represented EURO notes with a maturity in May 2024.
NOTE 13 - TRADE AND OTHER RECEIVABLES
As at December 31,
2025 2024
Trade receivables 3,110 6,904
Advances and prepayments 1,625 1,169
Other receivables 31 200
Restricted deposit 155 -
Refundable VAT 289 76
Corporation income tax receivable 2,168 867
7,378 9,216
The exposure of the Group to credit risk and impairment losses in relation to
trade and other receivables is reported in Note 21 of the consolidated
financial statements. There are no past due balances in the balances
presented.
NOTE 14 - CASH AND CASH-EQUIVALENTS
As at December 31,
2025 2024
Cash in hand 17 107
Cash at bank 5,785 8,022
Short term deposits 403 484
6,205 8,613
For the purposes of the consolidated statement of cash flows, cash and cash
equivalents include the following:
As at December 31,
2025 2024
Cash and cash equivalents 6,205 8,613
Bank overdrafts 45 43
6,160 8,570
The Group's clients maintain funds in the Group's bank accounts which are used
for their trading purposes. As the funds cannot be used for the Group's own
purposes and are designated as client accounts, client funds are not included
in the consolidated statement of financial position of the Group (Note 16).
Deposits are held in various banks and are denominated in USD and EUR. These
deposits bear interest at varying rates depending on the term, and bank.
The exposure of the Group to credit risk and impairment loss in relation to
cash and cash equivalents is reported in Note 21 to the consolidated financial
statements.
NOTE 15 - CAPITAL MANAGEMENT
The Group manages its capital to ensure that it will be able to continue as a
going concern while increasing the return to owners through the strive to
improve the debt/equity ratio. The Group's overall strategy remains unchanged
in each period presented in the consolidated financial statements.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to owners, return capital to owners or issue new
shares. Total capital is calculated as ''equity'' as shown in the consolidated
statement of financial position plus net debt.
iCFD Ltd., a subsidiary of the Group, must maintain adequate capital and
liquidity requirements, as the Cyprus Securities and Exchange Commission
regulated firm. Management prepares a capital plan, and reviews this on an
on-going basis to ensure that future capital needs are aligned with its
strategic plans. Internal processes ensure ongoing compliance with capital
adequacy and liquidity needs in iCFD Ltd.
The Group's subsidiary Formula Investment House Ltd. maintains a liquidity
cushion of at least USD10 million to ensure compliance with regulations set by
the Financial Services Commission in the British Virgin Islands.
The Internal Capital Adequacy Risk Assessment process includes liquidity
adequacy assessment, stress testing, and wind-down planning. This ensures
adequate capital and liquidity to cover risks.
NOTE 16 - CLIENT FUNDS
The Group's clients maintain funds in the Group's bank accounts which are used
for their trading purposes. In cases when the funds cannot be used for Group's
own purposes, they are kept in bank accounts which are designated as Clients'
Accounts. Consequently, client funds with such limitations are not included in
the consolidated statement of financial position of the Group. The funds held
on behalf of clients are as follows:
As at December 31,
2025 2024
EUR 6,144 11,646
GBP 66 45
PLN 491 416
USD 1,740 1,389
CHF 151 78
CZK 39 34
JPY 79 143
HUF 451 398
SEK 5 4
9,166 14,153
NOTE 17 - TRADE AND OTHER PAYABLES
As at December 31,
2025 2024
Trade payables 2,187 598
Other payables 988 744
Accruals 574 879
Payables to related parties (Note 20) 169 6,085
3,918 8,306
The exposure of the Group to liquidity risk in relation to financial
instruments is reported in Note 21 to the consolidated financial statements.
NOTE 18 - SHARE CAPITAL
As at December 31,
2025 2024
Allotted, called up and fully paid
Ordinary shares of no-par value 100 100
For the year 2024, the Company had an authorised share capital of 50,000
shares of no par value, of which 100 Ordinary shares were allotted for $1 per
share. Following the continuation (migration) of the Company from the BVI to
Guernsey on 9 April 2025, the concept of authorised share capital no longer
applies. Under the Companies (Guernsey) Law, 2008, companies are not required
to have an authorised share capital and may issue an unlimited number of
shares, subject to the provisions of the Law and the Company's Articles.
Upon migration, the Company confirmed an issued share capital of 100 Ordinary
Shares of no par value.
Share incentive plan
iFOREX Holding Ltd., a subsidiary of the Company, adopted the 2024 Share
Incentive Plan (the "2024 Plan") on 26 September 2024. The 2024 Plan provides
for the grant of options, and restricted shares to its employees, directors,
office holders, service providers and consultants of the Group. On and with
effect from Admission, the 2024 Plan will be amended so that it is adopted by
the Company and, following Admission, the grant of the options and restricted
shares will be in respect of Shares in the Company.
On 26 November 2024 the Group granted 141,800 restricted shares and 54,200
options on 29 December 2024, with an exercise price of $0.01, over ordinary
shares. The exercise period ends on the 10th anniversary of the date of grant.
During 2025 the Group granted 12,750 restricted shares and 19,150 options
under the same terms and assumption used for the grant in 2024.
The vesting period for majority of the restricted shares and options is as
follows:
1. Twenty-five percent (25%) of the shares covered by the award, on the
2nd anniversary of the grant date.
2. Additional twenty-five percent (25%) of the shares covered by the
award, on the 4th anniversary of the grant date.
3. Additional fifty percent (50%) of the shares covered by the award, on
the 5th anniversary of the grant date.
Voting Rights: Shares granted under the 2024 Plan are subject to an
irrevocable proxy and power of attorney until the shares are listed for
trading on a stock exchange or market. This proxy allows the designated person
or persons, as determined by the Committee, to receive notices, vote, and take
other actions in respect of the shares. The proxy holder will vote the shares
in the same proportion as the result of the vote at the shareholders' meeting
or written consent, unless directed otherwise by the Board.
Dividend Rights: Grantees are entitled to receive dividends distributed with
respect to the shares, subject to certain provisions of the iFOREX Articles of
Association and applicable laws. For 102 Awards, the Trustee will transfer the
dividend payment to the Grantee after withholding any applicable taxes. If a
cash dividend is distributed with respect to restricted shares during the
restricted period, the Trustee will transfer the dividend payment to the
Grantee after withholding any applicable taxes, and the amount withheld will
be remitted to the taxing authority upon the earlier of the lapse of the
restricted period, termination of employment, or the Grant-ee's death,
disability, or retirement.
As of the 31 December 2025 there were 151,700 (2024: 141,800) restricted
shares and 74,850 (2024: 54,200) outstanding options with a weighted average
exercise price of $0.01. As of 31 December 2025 35,917 options vested.
The fair value of Restricted shares, granted in 2024, was estimated based on
independent valuation of the fair value of the shares on the date of the grant
and was set on $62.9. Additional grants were made in the beginning of 2025.
The valuation used to value the options in 2024 was also used to determine the
value of the options granted in 2025, due to the close timing proximity of the
two grants.
The fair value of options, granted in 2024 was estimated using the
Black & Scholes option-pricing model:
2025
Weighted average expected term (years)* 7
Risk free interest rate (%) 4.71
Volatility (%) 35.96
Dividend yield(%) 17.8
Estimated share price ($) 62.9
Option value ($) 18.06
*The number of years adjusted for every tranch. For executive managers the
number of years used was 10 years and the option value was set at $11.
These assumptions and estimates were determined as follows:
Expected Volatility. Since iFOREX has no trading history of its ordinary
shares, the expected volatility is derived from the average historical share
volatilities of several unrelated public companies within the iFOREX industry
that iFOREX considers to be comparable to its own business over a period
equivalent to the option's expected term.
Risk-Free Interest Rate. The risk-free rate for the expected term of the
options is based on the Black-Scholes option-pricing model on the yields of
U.S. Treasury securities with maturities appropriate for the expected term of
employee share option awards.
Dividend yield: 17.8%. Based on the management estimation for dividend
distribution policy as of the day of grant.
The share-based payment expense was recorded in the statement of profit or
loss as follows:
Year ended December 31, 2025 Year ended December 31, 2024
Selling and marketing:
Information technology 1,094 23
Other 457 80
General, administrative and operating 2,155 154
3,706 257
Refer to Note 22 for change made to equity instruments subsequent to IPO.
NOTE 19 - SUBSIDIARIES AND OWNERSHIP
The Group was, as at 31 December 2025 ultimately controlled by Mr. Eyal Carmon
who held 100% of the shares in the Company.
The Company has one direct subsidiary, iFOREX Holding Ltd., of which it owns
69% of the issued shares, as at 31 December 2025 (2024: 74%)
iFOREX Holding Ltd. directly and indirectly owns 100% of the issued shares of
all other subsidiaries of the Group as at 31 December 2025.
The table below sets out the details of the active subsidiaries of the Company
during the consolidated financial statements period.
Active subsidiaries:
Activity Country of incorporation
iFOREX Holding Ltd. Holdings BVI
Formula Investment House Ltd. Trading BVI
iCFD Limited Trading Cyprus
Formula Investment House B.O.S Ltd. Trading Cyprus
I For Fintech Limited Trading Israel
Athens Branch (of Formula Investment House Ltd.) Ancillary Services Greece
NOTE 20 - RELATED PARTY TRANSACTIONS
(i) Directors' remuneration
The remuneration of Directors and other members of key management was as
follows:
2025 2024
Remuneration of directors 2,444 2,803
Key management fee 603 455
3,047 3,258
The above fees are commission paid in respect of customer support services
provided by companies controlled by the director. Fees are comprised of base
amount and variable component.
(ii) Dividend payable to Director
Nature of transactions 2025 2024
Shareholder Dividend payable - 5,932
- 5,932
(iii) Payables to related parties
Nature of transactions 2025 2024
Director Commission 169 153
169 153
(iv) Compensation of key management personnel of the Group recognized as an
expense:
2025 2024
Short-term employee benefits 1,236 890
Share-based payment 941 41
NOTE 21 - FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK AND MANAGEMENT
Financial risk factors
The Group is exposed to the following risks from its use of financial
instruments:
· Credit risk;
· Liquidity risk;
· Market risk;
The Board of Directors has the overall responsibility for the establishment
and oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and in the
Group's activities.
i. Credit Risk
Credit risk arises when a failure by counter parties to discharge their
obligations could reduce the amount of future cash inflows from financial
assets on hand at the reporting date. The Group has policies in place to
ensure that transactions are conducted with counterparties with an appropriate
credit history. Cash balances are held with high credit quality financial
institutions and the Group has policies to limit the amount of credit exposure
to any financial institution. The carrying amount of financial assets
represents the maximum credit exposure.
The Group relies on third party credit card clearers, payment institutions and
payment service providers including cryptocurrency exchanges in order to allow
clients to fund their accounts with the Group. Such credit card clearers,
payment institutions and payment service providers may hold funds owed to the
Group for different durations, including between the time the client payment
transaction is approved and when settlement is received by the Group. The
Group credits the full amount of the client's transaction to the client's
account with the Group, and therefore, the Group is exposed to a risk that
such third-party provider will fail to make settlement of such funds to the
Group. Failure to make settlement may have an adverse effect on the Group's
financial results and operations.
To minimise such risks the Group operates a fully integrated proprietary
cashier system (the Group's payment system) enabling client deposits to be
made in multiple currencies across a wide range of payment methods for both
online and offline transactions. The Cashier system was developed for the
Group's clientele and designed to cater to clients across different locations
with clients able to see the most compatible payment options. The cashier
allows the Group to manage the flow of transactions between various payment
service providers, prioritising providers based on fees, reliability and
settlement timing, thus reducing costs, increasing efficiencies and reducing
credit risk
ii. Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations arising from its financial liabilities that are settled by
delivering cash or other financial assets. Liquidity risk is managed centrally
and, on a Group wide basis. The Group's approach to managing liquidity is to
ensure it will have sufficient liquidity to meet its financial liabilities
when due, under both normal circumstances and stressed conditions. The Group
has procedures with the object of minimising losses such as maintaining
sufficient cash and other highly liquid current assets.
The following are the contractual maturities of financial liabilities at the
reporting date. The amounts are gross and undiscounted and include contractual
interest payments.
Carrying Contractual cash flows Within 1 year Between 1-5 years More than 5 years
amount
December 31, 2025
Lease liabilities 1,574 1,878 353 1,221 -
Bank overdrafts 45 45 45 - -
Trade and other payables 3,918 3,918 3,918 - -
5,537 5,841 4,316 1,221 -
ii. Continue (Cont.)
Carrying Contractual cash flows Within 1 year Between 1-5 years More than 5 years
amount
December 31, 2024
Lease liabilities 1,725 2,050 314 1,203 208
Bank overdrafts 43 43 43 - -
Trade and other payables 8,306 8,306 8,306 - -
10,074 10,399 8,663 1,203 208
iii. Market risk
Market risk is the risk that changes in market prices, such as foreign
exchange rates, interest rates and equity prices will affect the Group's
income or the value of its holdings of financial instruments. The Group
inherits risk from the positions its clients take within a market, as the
Group matches the short and long positions of its clients and internally
manages the residual net exposure, which could potentially lead to market
losses. Such market risks can occur where a market fluctuates suddenly or
sharply or where there is a steady demand for an instrument in one direction
which the Group fails to manage promptly and effectively.
The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return. The Group
has in place a number of market risk management techniques to ensure that it
is able to match client positions and manage any downside risk, including
actively monitoring price movements, varying spreads in response to market
movements, the use of overnight fees, increasing margin requirements and
imposing USD 15m limits on the maximum exposure for each client position and
lower limits on a per asset basis.
iv. Currency risk
Currency risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates. Currency risk arises when
future commercial transactions and recognised assets and liabilities are
denominated in a currency that is not the Group's functional currency. The
Group is exposed to foreign exchange risk arising from various currency
exposures primarily with respect to the Euro, Israeli Shekel and British
Pound. The Group's management monitors the exchange rate fluctuations on a
continuous basis and acts accordingly.
If the US dollar had strengthened by 1% as at 31 December 2025 and 2024 in
respect of balances denominated in other currencies, with all other variables
unchanged, the exposure on income after taxes in respect of those balances is
shown below. The exposure in respect of balances denominated in other
currencies is immaterial.
iv. Currency risk
2025 2024
Israeli Shekel 1,275 1,043
Euro 1,203 1,051
British Pounds 82 76
Other currencies 7 7
2,567 2,177
NOTE 22 - EVENTS AFTER THE REPORTING PERIOD
On 25 February 2026 ("Admission Date"), the Company successfully completed its
initial public offering on the London Stock Exchange, pursuant to which its
entire issued ordinary share capital, consisting of 22,186,679 Ordinary
Shares, was admitted to the equity shares (commercial companies) category of
the Official List of the UK Financial Conduct Authority and to trading on the
London Stock Exchanges plc's main market for listed securities under the
ticker "IFRX". The initial public offering resulted in a capital raise of
£8.75 million ($11.81 million), offering of 4,487,179 new Shares at 195 pence
per share.
On the Admission Date, the Company entered into a Share Exchange Agreement
with the shareholders of its subsidiary, iFOREX Holding Ltd. (BVI) ("IFH"),
pursuant to which holders of shares in IFH received 14 Ordinary Shares in the
Company for each 1 Ordinary Share in IFH.
Immediately following the Admission Date, Mr. Eyal Carmon held 55.5% of the
shares of the Company.
With effect from the Admission Date, Mr. Ron Avshalom Golan, Sir Michael
Lawrence Davis and Mr. Denzil Manistre Benedict Jenkins were appointed as
members of the board of directors of the Company.
1 Adjusted EBITDA is calculated as profit from operations before interest,
taxes, depreciation and amortisation, and excluding the impact of employee
share-based compensation and other exceptional costs (which include costs
associated with Admission).
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