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REG - MTI Wireless Edge - Q1 2025 financial results

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RNS Number : 0777K  MTI Wireless Edge Limited  27 May 2025

 

27 May 2025

MTI Wireless Edge Ltd

("MTI", the "Company" or the "Group")

Q1 2025 financial results

MTI Wireless Edge Ltd (AIM: MWE), the technology group focused on
comprehensive communication and radio frequency solutions across multiple
sectors, is pleased to announce its financial results for the three-month
period ended 31 March 2025.

Financial highlights

·    7% increase in revenues to $12m (Q1 2024: $11.24m).

·    6% increase in operating profit to $1.25m (Q1 2024: $1.18m).

·    9% increase in net profit for shareholders in the Company to $1.02m
(Q1 2024: $0.93m).

·    Earnings per share increased by 12% to 1.18 US cents (Q1 2024: 1.06
US cents).

·    85% increase in net cash provided by operating activities to $2.31m
(Q1 2024: $1.25m), contributing to a continued strong financial position with
net cash as at 31 March 2025 of $8.05m (31 December 2024: $5.96m).

Operational highlights

Antennas

·    The Antenna division serves as a one-stop shop for 'off-the-shelf'
flat and parabolic antennas, as well as custom-developed antenna solutions for
commercial and military customers, and specialises in providing 5G backhaul
antennas to support mobile network rollouts.

·    The division had a good first quarter with strong revenue growth up
22% versus the same period in the prior year leading to a three-fold increase
in the division's profitability.

·    5G backhaul antenna and military antennas represented over 70% of the
division's revenue in Q1 2025 (about 50% in the same period last year), which
bodes well for the future as these are the growth engines of this division.

Water Control & Management

·    This division operates under the Mottech brand and provides wireless
control systems to manage irrigation and water distribution for agriculture,
municipal authorities and commercial entities.

·    Mottech's solutions reduce water and power usage for its customers
and allows these customers to generate higher revenues from the higher yields
that result from both an increased number and improved quality of crops
cultivated.

·    Revenues in Q1 2025 increased 11% versus the same period last year,
but profits were 23% softer than Q1 2024, as revenue came from projects with
lower gross margins. However, recent wins have higher gross margins which will
feed through into the trading performance during the course of the year.

 

Distribution & Professional Consulting Services

 

·    Operates under the MTI Summit Electronics brand and represents
approximately 40 international suppliers of radio frequency/microwave
components, selling these products to Israeli customers.

·    Expert knowledge of both the international suppliers and customers
enables MTI to also act as a consultant to all parties and assist with
devising complete radio frequency/microwave solutions.

·    Revenues decreased by 7% in Q1 2025, due to lower revenue from PSK
with sales from the other parts of this division up marginally, leading to the
division's profitability being $27K below last year.

·    Overall backlog and pipeline of opportunities in both the traditional
representation business and PSK is very strong which bodes well for the
remainder of 2025.

Moni Borovitz, Chief Executive Officer of MTI Wireless Edge, said:

"We have started 2025 positively, delivering a good performance at all levels
despite headwinds from adverse currency translation. Looking ahead, with the
current backlog and pipeline of opportunities we expect to see growth in all
three business divisions during the year.

"We believe that the underlying demand for our products is strengthening in
all three of our principal markets. Demand across the globe for defence
products has seen the most obvious increase. Water scarcity is a problem that
increases each year and while slower, awareness is growing, which is leading
to meaningful action. The roll-out of 5G networks is expanding each year and
we have made strong in-roads into the substantial Indian market. Overall MTI
is in a good position, Q2 is progressing well with three material contracts
wins announced so far and as a Board we are confident about the outlook for
the year."

 

For further information please contact:

 MTI Wireless Edge Ltd                                         +972 3 900 8900
 Moni Borovitz, CEO                                            http://www.mtiwirelessedge.com
                                                               (https://url.avanan.click/v2/___http:/www.mtiwirelessedge.com___.YXAxZTpzaG9yZWNhcDphOm86MDYxMmMwMTJjNWFhM2ZhMGQ5M2VmNTcxMjNhNTc2NzU6NjplZGQ1OmNkY2U2NjEzNzYwZjE4ZTg3NWZiZjk1Mzc2YzIxNzYwNzk1NDE5M2VmNTM4NzFmZDY3OGNhMTJiY2Q2M2I3YWI6cDpU)

 Allenby Capital Limited (Nomad and Joint Broker)              +44 20 3328 5656
 Nick Naylor/Alex Brearley/Piers Shimwell (Corporate Finance)
 Guy McDougall/Amrit Nahal (Sales and Corporate Broking)

 Shore Capital (Joint Broker)                                  +44 20 7408 4090

 Toby Gibbs/George Payne (Corporate Advisory)
 Fiona Conroy (Corporate Broking)

 Novella (Financial PR)
 Tim Robertson/Safia Colebrook                                 +44 20 3151 7008

 

 

 

 

About MTI Wireless Edge Ltd. ("MTI")

Headquartered in Israel, MTI is a technology group focused on comprehensive
communication and radio frequency solutions across multiple sectors through
three core divisions:

 

Antenna division

MTI is a world leader in the design, development and production of high
quality, state-of-the-art, and cost-effective antenna solutions including
Smart Antennas, MIMO Antennas and Dual Polarity Antennas for wireless
applications. MTI supplies antennas for both military and commercial markets
from 100 KHz to 174 GHz.

 

Internationally recognized as a producer of commercial off-the-Shelf and
custom-developed antenna solutions in a broad frequency range, MTI addresses
both commercial and military applications.

 

MTI supplies directional and omnidirectional antennas for outdoor and indoor
deployments, including smart antennas for 5G backhaul, Broadband access,
public safety, RFID, base station and terminals for the utility market.

 

Military applications include a wide range of broadband, tactical and
specialized communication antennas, antenna systems and DF arrays installed on
numerous airborne, ground and naval, including submarine, platforms worldwide.

 

Water Control & Management division

Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI provides
high-end remote control and monitoring solutions for water and irrigation
applications based on Motorola's IRRInet state-of-the-art control, monitoring
and communication technologies.

 

As Motorola's global prime-distributor Mottech serves its customers worldwide
through its international subsidiaries and a global network of local
distributors and representatives. With over 25 years of experience in
providing customers with irrigation remote control and management, Mottech's
solutions ensure constant, reliable and accurate water usage, increase crops
quality and yield while reducing operational and maintenance costs providing
fast ROI while helping sustain the environment. Mottech's activities are
focused in the market segments of agriculture, water distribution, municipal
and commercial landscape as well as wastewater and storm-water reuse.

 

Distribution & Professional Consulting Services division

Via its subsidiary, MTI Summit Electronics Ltd., MTI offers consulting,
representation and marketing services to foreign companies in the field of RF
and Microwave solutions and applications including engineering services
(including design and integration) in the field of aerostat systems and the
ongoing operation of Platform subsystems, SIGINT, RADAR, communication and
observation systems which is performed by the Company. It also specializes in
the development, manufacture and integration of communication systems and
advanced monitoring and control systems for the Government and defence
industry market.

 

 

 

 

 

 

MTI WIRELESS EDGE LTD.

 (An Israeli Corporation)

 

 

INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

 

                                                                         Three month period ended                            Year ended December 31,

                                                                          March 31,
                                                                         2025                      2024                      2024
                                                                         U.S. $ in thousands

                                                                                       (Except per share data)
                                                                         Unaudited

 Revenues                                                                12,011                    11,240                    45,573
 Cost of sales                                                           8,260                     7,770                     31,370

 Gross profit                                                            3,751                     3,470                     14,203
 Research and development expenses                                       266                       229                       1,016
 Distribution expenses                                                   862                       893                       3,413
 General and administrative expenses                                     1,374                     1,231                     5,321
 Loss (profit) from sale of property, plant and equipment                -                         (67)                      59

 Profit from operations                                                  1,249                     1,184                     4,512
 Finance expenses                                                        215                       238                       282
 Finance income                                                          (36)                      (198)                     (582)

 Profit before income tax                                                1,070                     1,144                     4,812
 Tax expenses                                                            143                       209                       619

 Profit                                                                  927                       935                       4,193
 Other comprehensive income (loss) net of tax:
 Items that will not be reclassified to profit or loss:
 Re-measurement of defined benefit plans                                 -                         -                         16

 Items that may be reclassified to profit or loss:
 Adjustment arising from translation of financial statements of foreign  (26)                      (112)                     (149)
 operations

 Total other comprehensive income (loss)                                 (26)                      (112)                     (133)

 Total comprehensive income                                              901                       823                       4,060

 Profit attributable to:
 Owners of the parent                                                    1,019                     932                       4,364
 Non-controlling interests                                               (92)                      3                         (171)

                                                                         927                       935                       4,193
 Total comprehensive income attributable to:
 Owners of the parent                                                    993                       820                       4,231
 Non-controlling interests                                               (92)                      3                         (171)
                                                                         901                       823                       4,060

 Earnings per share (dollars)
 Basic and Diluted (dollars per share)                                   0.0118                    0.0106                    0.0499

 Weighted average number of shares outstanding
 Basic (dollars per share)                                               86,195,724                88,123,635                87,371,990
 Diluted (dollars per shares)                                            86,704,578                88,123,635                87,460,876

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

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY

 

For the three month period ended March 31, 2025 (Unaudited):

                                            Attributable to owners of the parent
                                            Share capital  Additional paid-in capital  Translation differences  Retained earnings  Total attributable to owners of the  parent   Non-controlling interest  Total equity
                                            U.S. $ in thousands

 Balance at January 1, 2025                 209            22,002                      (615)                    6,861              28,457                                        1,051                     29,508

 Changes during the three month period

     ended March 31, 2025:
 Comprehensive income
 Profit for the period                      -              -                           -                        1,019              1,019                                         (92)                      927
 Other comprehensive income
 Translation differences                    -              -                           (26)                     -                  (26)                                          -                         (26)

 Total comprehensive income for the period  -              -                           (26)                     1,019              993                                           (92)                      901
 Share based payment                        -              27                          -                        -                  27                                            -                         27
 Dividend                                   -              -                           -                        -                  -                                             -                         -

 Balance at March 31, 2025                  209            22,029                      (641)                    7,880              29,477                                        959                       30,436

 

 

 

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

 

 

 

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY (CONT.)

 

For the three month period ended March 31, 2024 (Unaudited):

                                              Attributable to owners of the parent
                                              Share capital  Additional paid-in capital  Translation differences  Retained earnings  Total attributable to owners of the  parent   Non-controlling interest  Total equity
                                              U.S. $ in thousands

 Balance at January 1, 2024                   209            23,061                      (466)                    5,226              28,030                                        1,222                     29,252

 Changes during the three month period

     ended March 31, 2024:
 Comprehensive income
 Profit for the period                        -              -                           -                        932                932                                           3                         935
 Other comprehensive income
 Translation differences                      -              -                           (112)                    -                  (112)                                         -                         (112)

 Total comprehensive income for the period    -              -                           (112)                    932                820                                           3                         823
 Acquisition and disposal of treasury shares  -              (300)                       -                        -                  (300)                                         -                         80
 Dividend                                     -              -                           -                        -                  -                                             -                         -

 Balance at March 31, 2024                    209            22,761                      (578)                    6,158              28,550                                        1,225                     29,775

 

 

 

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

 

 

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONT.)

For the year ended December 31, 2024 :

                                                             Attributable to owners of the parent
                                                             Share capital  Additional paid-in capital  Translation differences  Retained earnings  Total attributable to owners of the parent  Non-controlling interests  Total equity
                                                             U.S. $ in thousands

 Balance as at January 1, 2024                               209            23,061                      (466)                    5,226              28,030                                      1,222                      29,252

 Changes during 2024:
 Comprehensive income
 Profit for the year                                         -              -                           -                        4,364              4,364                                       (171)                      4,193
 Other comprehensive income (loss)
 Re measurements on defined benefit plans                    -              -                           -                        16                 16                                          -                          16
 Translation differences                                     -              -                           (149)                    -                  (149)                                       -                          (149)

 Total comprehensive income (loss) for the year              -              -                           (149)                    4,380              4,231                                       (171)                      4,060
 Dividend                                                    -              -                           -                        (2,745)            (2,745)                                     -                          (2,745)
 Share based payment                                         -              106                         -                        -                  106                                         -                          106
 Acquisition and disposal, net of treasury shares (note 23)  -              (1,165)                     -                        -                  (1,165)                                     -                          (1,165)

 Balance as at December 31, 2024                             209            22,002                      (615)                    6,861              28,457                                      1,051                      29,508

 

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

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

INTERIM CONSOLIDATED STATEMENTS OF

FINANCIAL POSITION

 

                                31.03.2025        31.03.2024        31.12.2024
                                U.S. $ in thousands
                                Unaudited
 ASSETS
 CURRENT ASSETS:
 Cash and cash equivalents      8,467             8,832             6,269
 Trade and other receivables    13,733            12,782            16,726
 Unbilled revenue               3,748             4,672             3,200
 Current tax receivables        341               378               297
 Inventories                    8,963             7,674             8,168

                                35,252            34,338            34,660

 NON-CURRENT ASSETS:
 Long term prepaid expenses     34                28                34
 Property, plant and equipment  5,463             5,479             5,584
 Deferred tax assets            1,303             969               1,187
 Intangible assets              3,321             3,467             3,348

                                10,121            9,943             10,153

 Total assets                   45,373            44,281            44,813

 

 

 

 

 

 

 

 

 

 

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

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

INTERIM CONSOLIDATED STATEMENTS OF

FINANCIAL POSITION

                                                          31.03.2025        31.03.2024              31.12.2024
                                                          U.S. $ In thousands
                                                          Unaudited
 LIABILITIES AND EQUITY
 CURRENT LIABILITIES:
 Current maturities and short term bank credit and loans  340               436               274
 Trade payables                                           7,497             6,941             8,433
 Other accounts payable                                   4,464             4,347             4,098
 Current tax payables                                     349               352               255

                                                          12,650            12,076            13,060

 NON- CURRENT LIABILITIES:
 Contingent consideration                                 837               1,117             837
 Lease liabilities                                        605               518               601
 Loans from banks, net of current maturities              73                55                37
 Employee benefits, net                                   772               740               770

                                                          2,287             2,430             2,245

 Total liabilities                                        14,937            14,506            15,305

 EQUITY
 Equity attributable to owners of the parent
 Share capital                                            209               209               209
 Additional paid-in capital                               22,029            22,761            22,002
 Translation differences                                  (641)             (578)             (615)
 Retained earnings                                        7,880             6,158             6,861

                                                          29,477            28,550            28,457

 Non-controlling interest                                 959               1,225             1,051

 Total equity                                             30,436            29,775            29,508

 Total equity and liabilities                             45,373            44,281            44,813

 

 

 May 25, 2025
 Date of approval of financial statements  Moshe Borovitz            Elhanan Zeira  Zvi Borovitz

                                           Chief Executive Officer   Controller     Non-executive Chairman of the Board

 

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

 

 

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 

                                                                   Three month period ended                     Year ended December 31,

                                                                    March 31,
                                                                   2025                  2024             2024
                                                                   U.S. $ in thousands
                                                                   Unaudited
 Cash Flows from Operating Activities:
 Profit for the period                                             927                   935              4,193
 Adjustments for:
 Depreciation and amortization                                     352                   465              1,370
 Equity settled share-based payment expense                        27                    27               106
 Loss (Gain) from sale of property, plant and equipment            114                   (63)             (26)
 Finance (income) expenses, net                                    (22)                  (14)             (180)
 Changes in Contingent consideration and Put option liability      -                     -                (280)
 Tax expenses                                                      143                   209              619
 Changes in operating assets and liabilities:
 Decrease (increase) in inventories                                (796)                 (234)            (749)
 Decrease (increase) in trade receivables                          2,987                 1,343            (2,171)
 Decrease (increase) in other accounts receivables                 (56)                  92               (319)
 Decrease (increase) in unbilled revenues                          (548)                 (482)            990
 Increase (decrease) in trade and other accounts payables          (584)                 (1,070)          192
 Increase (decrease) in employee benefits, net                     2                     21               67

 Cash from operations                                              2,546                 1,229            3,812

 Interest received                                                 -                     174              109
 Interest paid                                                     (21)                  (9)              (79)
 Income tax paid                                                   (211)                 (140)            (780)

 Net cash provided by operating activities                         2,314                 1,254            3,062

 

 

 

 

 

 

 

 

 

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

 INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS (cont.)

 

                                                                               Three month period ended               Year ended December 31,

                                                                                March 31,
                                                                               2025                  2024             2024
                                                                               U.S. $ in thousands
                                                                               Unaudited
 Cash Flows from Investing Activities:
 Proceeds from sale of property, plant and equipment                           -                     62               56
 Purchase of property, plant and equipment                                     (137)                 (282)            (891)

 Net cash used in investing activities                                         (137)                 (220)            (835)

 Cash Flows from Financing Activities:
 Dividend                                                                      -                     -                (2,745)
 Payments of lease liabilities                                                 (85)                  (485)            (364)
 Treasury shares acquired                                                      -                     (300)            (1,165)
 Treasury shares sold                                                          -                     -                -
 Receipt of loans from banks                                                   111                   169              14
 Repayment of long-term loans from banks                                       (8)                   (9)              (101)

 Net cash provided by /(used in) financing activities                          18                    (625)            (4,361)

 (Decrease)/Increase in cash and                                               2,195                 409              (2,134)

 cash equivalents during the period
 Cash and cash equivalents                                                     6,269                 8,454            8,454

  at the beginning of the period
 Exchange differences on balances of cash and cash equivalents                 3                     (31)             (51)

 Cash and cash equivalents at the end of the period                            8,467                 8,832            6,269

 

 

 

 

 

 

 

 

 

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

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General:

Corporate information:

M.T.I Wireless Edge Ltd. (hereafter - the "Company", or collectively with its
subsidiaries, the "Group") is an Israeli corporation. The Company was
incorporated under the Companies Act in Israel on December 30, 1998 and
commenced operations on July 1, 2000. Since March 2006, the Company's shares
have been traded on the AIM market of the London Stock Exchange.

The formal address of the Company is 11 Hamelacha Street, Afek industrial
Park, Rosh-Ha'Ayin, Israel.

The Company and its subsidiaries are engaged in the following areas:

-     Development, design, manufacture and marketing of antennas for the
military and civilian sectors.

-     A leading provider of remote control solutions for water and
irrigation applications based on Motorola's IRRInet state of the art control,
monitoring and communication technologies.

-     Providing consulting, representation and marketing services to
foreign companies in the field of RF (radio frequency) and Microwave,
including engineering services in the field of aerostat systems and system
engineering services.

-     Development, manufacture and integration of communication systems
and advanced monitoring and control systems for the Government and defence
industry market.

Note 2 - Significant Accounting Policies:

The interim consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for the preparation of financial
statements for interim periods, as prescribed in International Accounting
Standard No. 34 ("Interim Financial Reporting").

The interim consolidated financial information set out above does not
constitute full year-end accounts within the meaning of Israeli Companies Law.
It has been prepared on the going concern basis in accordance with the
recognition and measurement criteria of the International Financial Reporting
Standards (IFRS). Statutory financial information for the financial year ended
December 31, 2024 was approved by the board on March 16, 2025. The report of
the auditors on those financial statements was unqualified.

The interim consolidated financial statements as of March 31, 2025 have not
been audited.

The interim consolidated financial information should be read in conjunction
with the annual financial statements as of December 31, 2024 and for the year
then ended and with the notes thereto. The significant accounting policies
applied in the annual financial statements of the Company as of December 31,
2024 are applied consistently in these interim consolidated financial
statements.

 

Note 3 - REVENUES:

                              Three month period  ended                Year ended December 31,

                                  March 31,
                              2025                    2024                           2024
                              U.S. $ in thousands
                              Unaudited
 Revenues arise from:
 Sale of goods*               8,419                   8,169                          32,827
 Rendering of services**      1,708                   1,981                          8,075
 Projects**                   1,885                   1,090                          4,671
                              12,012                  11,240                         45,573

(*) at the point in time

(**) over time

 

Note 4 - operating SEGMENTS:

The following tables present revenue and profit information regarding the
Group's operating segments for the three month period ended March 31, 2025 and
2024 respectively and for the year ended December 31, 2024.

Three month period ended March 31, 2025 (Unaudited):

                                Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                                U.S. $ in thousands
 Revenues
 External                       4,042     4,212            3,758                                     -                             12,012
 Internal                       -         -                257                                       (257)                         -

 Total                          4,042     4,212            4,015                                     (257)                         12,012

 Segment profit (loss)          342       446              284                                       182                           1,254

 Finance expense (income), net                                                                                                     184
 Tax expenses                                                                                                                      142

 Profit                                                                                                                            928

 

March 31, 2025:

                          Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                          U.S. $ in thousands

 Segment assets           17,000    12,912           13,188                                    -                             43,100

 Unallocated assets                                                                                                          2,273

 Segment liabilities      4,887     3,793            5,301                                     -                             13,981

 Unallocated liabilities                                                                                                     956

 

 

Note 4 - operating SEGMENTS (CONT.):

 

Three month period ended March 31, 2024 (Unaudited):

 

                                Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                                U.S. $ in thousands
 Revenues
 External                       3,316     3,805            4,119                                     -                             11,240
 Internal                       -         -                189                                       (189)                         -

 Total                          3,316     3,805            4,308                                     (189)                         11,240

 Segment profit (loss)          112       580              311                                       181                           1,184

 Finance expense (income), net                                                                                                     40
 Tax expenses                                                                                                                      209

 Profit                                                                                                                            935

 

March 31, 2024:

                          Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                          U.S. $ in thousands

 Segment assets           17,187    12,550           12,165                                    -                             4,902

 Unallocated assets                                                                                                          2,379

 Segment liabilities      5,133     3,961            4,559                                     -                             13,653

 Unallocated liabilities                                                                                                     853

 

Year ended December 31, 2024

                      Antennas  Water Solutions  Distribution & Consultation      Eliminations  Total
                      U.S. $ in thousands
 Revenues
 External             14,136    16,888           14,549                           -             45,573
 Inter-segment        -         -                296                              (296)         -

 Total                14,136    16,888           14,845                           (296)         45,573

 Segment profit       1,311     2,307            471                              423           4,512

 Finance income, net                                                                            300
 Profit before tax                                                                              4,812
 Tax expenses                                                                                   619

 Profit                                                                                         4,193

 

 

Note 4 - operating SEGMENTS (CONT.):

 

December 31, 2024:

                          Antennas  Water Solutions  Distribution & Consultation      Eliminations  Total
                          U.S. $ in thousands

 Segment assets           17,404    13,406           11,672                           -             42,482

 Unallocated assets                                                                                 2,295

 Segment liabilities      5,363     4,618            4,394                            -             14,375

 Unallocated liabilities                                                                            894

 

Note 5 - SIGNIFICANT EVENTS:

A.  The Board of directors declared a cash dividend of 3.3 US cents per share
being approximately $2,922,000. This dividend was paid on 11 April 2025 to
shareholders on the register at the close of trading on 28 March 2025.

B.   The financial statements for the year ended 31 December 2024 were
authorized for issue by the board as a whole following their approval on 16
March 2025.

C.   On 24 January 2019, the Company announced a share repurchase program to
conduct market purchases of ordinary shares of par value 0.01 Israeli Shekels
each ("Ordinary Shares") in the Company up to a maximum value of £150,000
(the "Programme"). Thereafter, the board of directors of the Company and the
board of directors of MTI Engineering have decided to continue with the
Programme for several further periods and to increase the maximum value of the
Programme up to £1,000,000, plus any additional funds received from dividends
or profits from selling the shares, although the current intention is to hold
the Ordinary Shares purchased for a longer period of time. The Programme is
currently in place until the end of March 2026 and as at 31 March 2025,
2,343,000 Ordinary Shares were held in treasury under the Programme.

D.  On 18 March 2025 at the Company's extraordinary meeting, Mr. Luke Ahern
was reelected as an external non-executive director for his second three year
term.

E.   On 7 October 2023 Israel was attacked by the Hamas terror organization
leading to war in the Gaza region. The war has led to a slowdown in the
Israeli economy and if this war continues for a prolonged period, then it may
begin to impact the Company. The wide usage of military reserve personnel,
adverse foreign currency exchange rates and restrictions on access to certain
areas in Israel are risks which may affect the Company if there is a prolonged
period of war. As of the date of this report, and to the best of the Company's
knowledge, the war has not had a significant effect on the Company. The
Company continues to review the effects of the war on its trading as it
believes that if the war continues for a long period of time then the overall
Israeli economy will be effected, and factors including the lack of available
manpower, interest rates and foreign currency exchange rates may have an
impact on its trading.

Note 6 - SUBSEQUENT EVENTS

F.   On 6 May 2025, MTI announced that MTI Summit had increased its
ownership of its subsidiary P.S.K Wind Technologies Ltd. ("PSK") via a new
equity investment of NIS 600,000 (approximately US$170,000) (the
"Investment"). Following the Investment, the Group owns 60% of PSK.
Previously, on 4 January 2022, MTI announced that MTI Summit had acquired 51%
of PSK (the "Acquisition"). In addition to the Acquisition, an earn out
mechanism was in place under which further consideration could potentially be
payable to the vendors of PSK (the "Earn Out") and that MTI Summit has an
option to purchase and the vendors of PSK have an option to sell to MTI Summit
the remaining 49% of PSK (the "Option") starting from 2027. The Earn Out has
now lapsed and no further consideration is payable to the vendors of PSK.
Following the Investment, the Option has been modified to reflect that the
vendors' holding in PSK is now 40%. The remaining terms of the Option remain
as set out in MTI's announcement of 4 January 2022.

 

 

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