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REG - MTI Wireless Edge - Q3 2025 Financial Results

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RNS Number : 6280I  MTI Wireless Edge Limited  24 November 2025

24 November 2025

MTI Wireless Edge Ltd

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

Q3 2025 Financial Results

High demand across all three divisions led to a quarter of record revenues and
profitability for the Group

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 nine-month
period ended 30 September 2025 (the "Period").

Financial highlights

·    12% increase in revenues for the Period to $37.8m (9 months to 30
September 2024: $33.7m)

·    21% improvement in profit from operations to $4.2m (9 months to 30
September 2024: $3.5m)

·    20% rise in earnings per share to 4.31 US cents (9 months to 30
September 2024: 3.60 US cents)

·    High net cash provided by operating activities of $4.0m (9 months to
30 September 2024: $1.1m and $3.1m for 12 months to 31 December 2024)

·    Net cash position rose to $6.4m as at 30 September 2025 (30 September
2024: $4.8m)

·    Progressive final dividend is anticipated to be declared alongside
MTI's full year results which will be announced during the first quarter of
2026

Operational highlights

·    Antenna division performed strongly, benefitting from an increase in
defence spending

o  Rising demand for military antennas globally was the principal driver of
growth in the third quarter and the nine months ended 30 September 2025

o  Slower level of demand for the Company's 5G backhaul solution in India,
compared to the first six months of the year, was seen in the quarter and is
continuing into the final quarter of the financial year

o  However, the ABS antenna solution has attracted significant commercial
interest from leading cellular operators globally

o  Overall, extremely well placed for both the remainder of 2025 and beyond,
with a number of significant tenders for potential new business awaiting
responses

·    Mottech delivered a strong third quarter

o  Demand for electronic water management and irrigation solutions continues
to grow from both businesses and governments, alongside a growing awareness of
the need to avoid waste

o  Key markets were Israel, the Gulf States, Italy and the US

o  Overall, well placed to achieve a strong result for FY2025

·    MTI Summit recorded a positive third quarter

o  PSK, a defence focused subsidiary, reversed a previous period of
under-performance delivering a profit in Q3 and has in place a strong pipeline
of new prospects

o  Demand from the defence sector is the main revenue driver for this
division

o  Looking ahead, MTI Summit is well positioned, with a growing number of
design solution requests, which are expected to add to an already robust order
backlog.

Outlook

·    Positioned for a strong full year outturn, driven by all three
divisions performing well

·    Growth being driven by three distinct markets: defence, the roll-out
of 5G, and solutions addressing water scarcity

·    Strong cash position and cash generation supports a progressive
dividend, anticipated to be declared during Q1 2026

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

"This quarter delivered record revenues and profitability, positioning the
business for a strong full-year performance. The Company has also been highly
cash-generative, with net cash provided by operating activities of $4.0m in
the first nine months of 2025 compared with $3.1m for the full 12 months of
2024. Overall, this represents a very satisfying performance to date.

MTI is strategically placed to benefit from three key growth markets: defence,
the roll-out of 5G, and solutions addressing water scarcity. Among these, the
defence sector remains the largest driver of growth, now accounting for 48% of
total sales. Rising global conflicts and the increasing shift toward
electronic warfare align closely with MTI's radio-frequency-led communication
solutions. With governments worldwide committing to higher defence budgets,
demand from this sector is expected to remain strong.  We continue to be
pleased by the significant commercial interest that our ABS antenna solution
is attracting, including from leading global cellular operators.

The Group also has a robust order backlog to support the final quarter of
FY2025, and looking ahead into FY2026, a series of upcoming significant
tenders are expected to further strengthen the order book."

For further information please contact:

 

 MTI Wireless Edge Ltd                                         +972 3 900 8900
 Moni Borovitz, CEO                                            http://www.mtiwirelessedge.com (http://www.mtiwirelessedge.com)

 Allenby Capital Limited (Nomad and Joint Broker)              +44 20 3328 5656
 Nick Naylor/Alex Brearley/Piers Shimwell (Corporate Finance)
 Tony Quirke/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 internationally recognised as a producer of commercial off-the-Shelf
and custom-developed antenna solutions in a broad frequency range of HF to 170
GHz for commercial, RFID and military applications. MTI continuously invests
in ground breaking technologies, explores new frequencies, and devises
innovative solutions which empower our wireless communication customers with
cutting-edge off-the-shelf and custom-made antennas.

We are at the forefront of technology and innovation, being the first to
introduce Dual Band parabolic antennas, E Band Automatic Beam Steering
antennas, E Band FCC compliant flat antennas, and more.

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

                                                                         Nine month period ended                             Year ended December 31,

                                                                          September 30,
                                                                         2025                      2024                      2024
                                                                         U.S. $ in thousands

                                                                                       (Except per share data)
                                                                         Unaudited

 Revenues                                                                37,829                    33,743                    45,573
 Cost of sales                                                           25,641                    23,122                    31,370

 Gross profit                                                            12,188                    10,621                    14,203
 Research and development expenses                                       831                       731                       1,016
 Distribution expenses                                                   2,641                     2,518                     3,413
 General and administrative expenses                                     4,505                     3,954                     5,321
 Loss (profit) from sale of property, plant and equipment                -                         (58)                      59

 Profit from operations                                                  4,211                     3,476                     4,512
 Finance expenses                                                        300                       210                       282
 Finance income                                                          (24)                      (305)                     (582)

 Profit before income tax                                                3,935                     3,571                     4,812
 Tax expenses                                                            514                       500                       619

 Profit                                                                  3,421                     3,071                     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  105                       (26)                      (149)
 operations

 Total other comprehensive income (loss)                                 105                       (26)                      (133)

 Total comprehensive income                                              3,526                     3,045                     4,060

 Profit (loss) attributable to:
 Owners of the parent                                                    3,719                     3,151                     4,364
 Non-controlling interests                                               (298)                     (80)                      (171)

                                                                         3,421                     3,071                     4,193
 Total comprehensive income (loss) attributable to:
 Owners of the parent                                                    3,824                     3,125                     4,231
 Non-controlling interests                                               (298)                     (80)                      (171)
                                                                         3,526                     3,045                     4,060

 Earnings per share (dollars)
 Basic (dollars per share)                                               0.0431                    0.0360                    0.0499

 Diluted (dollars per share)                                             0.0430                    0.0360                    0.0499
 Weighted average number of shares outstanding
 Basic                                                                   86,195,724                87,472,764                87,371,990
 Diluted                                                                 86.574,181                87,511,080                87,460,876

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

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY

 

For the nine month period ended September 30, 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 nine month period

     ended September 30, 2025:
 Comprehensive income
 Profit (loss) for the period                      -              -                           -                        3,719              3,719                                       (298)                     3,421
 Other comprehensive income
 Translation differences                           -              -                           105                      -                  105                                         -                         105

 Total comprehensive income (loss) for the period  -              -                           105                      3,719              3,824                                       (298)                     3,526
 Share based payment                               -              81                          -                        -                  81                                          -                         81
 Dividend                                          -              -                           -                        (2,922)            (2,922)                                     -                         (2,922)

 Balance at September 30, 2025                     209            22,083                      (510)                    7,658              29,440                                      753                       30,193

 

 

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

 

 

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY (CONT.)

 

For the nine month period ended September 30, 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 nine month period

     ended September 30, 2024:
 Comprehensive income
 Profit (loss) for the period                      -              -                           -                        3,151              3,151                                         (80)                      3,071
 Other comprehensive loss
 Translation differences                           -              -                           (26)                     -                  (26)                                          -                         (26)

 Total comprehensive income (loss) for the period  -              -                           (26)                     3,151              3,125                                         (80)                      3,045
 Acquisition and disposal of treasury shares       *              (1,024)                     -                        -                  (1,024)                                       -                         (1,024)
 Share based payment                               -              79                          -                        -                  79                                            -                         79
 Dividend                                          -              -                           -                        (2,745)            (2,745)                                       -                         (2,745)

 Balance at September 30, 2024                     209            22,116                      (492)                    5,632              27,465                                        1,142                     28,607

 

 

(*) Less than US$ 1 thousand

 

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 (loss) 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        -              (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

 

                                30.09.2025        30.09.2024        31.12.2024
                                U.S. $ in thousands
                                Unaudited
 ASSETS
 CURRENT ASSETS:
 Cash and cash equivalents      6,595             5,144             6,269
 Trade and other receivables    15,699            13,850            16,726
 Unbilled revenue               5,931             4,874             3,200
 Current tax receivables        541               291               297
 Inventories                    8,025             8,122             8,168

                                36,791            32,281            34,660

 NON-CURRENT ASSETS:
 Long term prepaid expenses     35                31                34
 Property, plant and equipment  5,341             5,339             5,584
 Deferred tax assets            1,321             1,020             1,187
 Intangible assets              3,329             3,388             3,348

                                10,026            9,778             10,153

 Total assets                   46,817            42,059            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

                                                          30.09.2025        30.09.2024              31.12.2024
                                                          U.S. $ In thousands
                                                          Unaudited
 LIABILITIES AND EQUITY
 CURRENT LIABILITIES:
 Current maturities and short-term bank credit and loans  59                250               274
 Trade payables                                           8,599             6,163             8,433
 Other accounts payable                                   5,190             4,261             4,098
 Current tax payables                                     428               289               255

                                                          14,276            10,963            13,060

 NON- CURRENT LIABILITIES:
 Contingent consideration and put option liability        837               1,117             837
 Lease liabilities                                        533               509               601
 Loans from banks, net of current maturities              100               75                37
 Employee benefits, net                                   878               788               770

                                                          2,348             2,489             2,245

 Total liabilities                                        16,624            13,452            15,305

 EQUITY
 Equity attributable to owners of the parent
 Share capital                                            209               209               209
 Additional paid-in capital                               22,083            22,116            22,002
 Translation differences                                  (510)             (492)             (615)
 Retained earnings                                        7,658             5,632             6,861

                                                          29,440            27,465            28,457

 Non-controlling interests                                753               1,142             1,051

 Total equity                                             30,193            28,607            29,508

 Total equity and liabilities                             46,817            42,059            44,813

 

 

 November 23, 2025
 Date of approval of financial statements  Moshe Borovitz            Elhanan Zeira  Amalia Borovitz Bryl

                                           Chief Executive Officer   Controller     Non-executive Chair

 

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

 

 

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 

                                                                   Nine month period ended                   Year ended December 31,

                                                                    September 30,
                                                                   2025                2024            2024
                                                                   U.S. $ in thousands
                                                                   Unaudited
 Cash Flows from Operating Activities:
 Profit for the period                                             3,421               3,071           4,193
 Adjustments for:
 Depreciation and amortization                                     861                 1,291           1,370
 Equity settled share-based payment expense                        81                  81              106
 Loss (Gain) from sale of property, plant and equipment            120                 (56)            (26)
 Finance (income) expenses, net                                    106                 (469)           (180)
 Changes in Contingent consideration and Put option liability      -                   -               (280)
 Tax expenses                                                      514                 500             619
 Changes in operating assets and liabilities:
 Decrease (increase) in inventories                                304                 (626)           (749)
 Decrease (increase) in trade receivables                          107                 (7)             (2,171)
 Decrease (increase) in other accounts receivables                 979                 361             (319)
 Decrease (increase) in unbilled revenues                          (2,731)             (684)           990
 Increase (decrease) in trade and other accounts payables      4   918                 (1,870)         192
 Increase (decrease) in employee benefits, net                     108                 69              67

 Cash from operations                                              4,788               1,580           3,812

 Interest received                                                 19                  69              109
 Interest paid                                                     (66)                (61)            (79)
 Income tax                                                        (695)               (453)           (780)

 Net cash provided by operating activities                         4,046               1,135           3,062

 

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

 INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS (cont.)

 

                                                                                   Nine month period ended             Year ended December 31,

                                                                                    September 30,
                                                                                   2025                2024            2024
                                                                                   U.S. $ in thousands
                                                                                   Unaudited
 Cash Flows from Investing Activities:
 Proceeds from sale of property, plant and equipment                               -                   56              56
 Purchase of property, plant and equipment                                         (433)               (486)           (891)

 Net cash used in investing activities                                             (433)               (430)           (835)

 Cash Flows from Financing Activities:
 Dividend paid                                                                     (2,922)             (2,745)         (2,745)
 Payments of lease liabilities                                                     (271)               (485)           (364)
 Treasury shares acquired                                                          -                   (1,024)         (1,165)
 Receipt of short-term loans from banks, net                                       (164)               247             14
 Repayment of long-term loans from banks                                           (9)                 (9)             (101)
                                                                                                       -
 Net cash provided by /(used in) financing activities                              (3,366)             (4,016)         (4,361)

 (Decrease)/Increase in cash and                                                   247                 (3,311)         (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                    79                  1               (51)

 Cash and cash equivalents                                                         6,595               5,144           6,269

  at the end of the period

 

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 16 March 2025. The report of
the auditors on those financial statements was unqualified.

The interim consolidated financial statements as of September 30, 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:

                              Nine month period ended               Year ended December 31,

                                  September 30,
                              2025                  2024                          2024
                              U.S. $ in thousands
                              Unaudited
 Revenues arise from:
 Sale of goods*               25,948                23,774                        32,827
 Rendering of services**      5,208                 6,027                         8,075
 Projects**                   6,673                 3,942                         4,671
                              37,829                33,743                        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 nine month period ended September 30, 2025
and 2024 respectively and for the year ended December 31, 2024.

Nine month period ended September 30, 2025 (Unaudited):

                                Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                                U.S. $ in thousands
 Revenues
 External                       12,273    13,403           12,153                                    -                             37,829
 Internal                       -         -                450                                       (450)                         -

 Total                          12,273    13,403           12,603                                    (450)                         37,829

 Segment profit                 1,106     1,225            1,475                                     405                           4,211

 Finance expense (income), net                                                                                                     290
 Tax expenses                                                                                                                      514

 Profit                                                                                                                            3,407

 

September 30, 2025:

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

 Segment assets           17,588    13,859           14,685                                    -                             46,132

 Unallocated assets                                                                                                          2,226

 Segment liabilities      6,155     4,927            6,214                                     -                             17,296

 Unallocated liabilities                                                                                                     883

 

Note 4 - operating SEGMENTS (CONT.):

 

Nine month period ended September 30, 2024 (Unaudited):

 

                                Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                                U.S. $ in thousands
 Revenues
 External                       10,225    12,345           11,173                                    -                             33,743
 Internal                       -         -                227                                       (227)                         -

 Total                          10,225    12,345           11,400                                    (227)                         33,743

 Segment profit                 1,010     1,804            285                                       377                           3,476

 Finance expense (income), net                                                                                                     (94)
 Tax expenses                                                                                                                      500

 Profit                                                                                                                            3,070

 

September 30, 2024:

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

 Segment assets           15,719    12,695           11,325                                    -                             39,739

 Unallocated assets                                                                                                          2,320

 Segment liabilities      4,562     4,184            4,248                                     -                             12,994

 Unallocated liabilities                                                                                                     778

 

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 30 September 2025,
2,343,000 Ordinary Shares were held in treasury under the Programme.

D.  On 6 May 2025, MTI announced that its subsidiary MTI Summit had increased
its ownership of its subsidiary P.S.K Wind Technologies Ltd. ("PSK") via a new
equity investment (by issuance of shares in PSK) 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.

 

Note 5 - SIGNIFICANT EVENTS (cont.):

E.   On 20 June 2025 Mr. Zvi Borovitz, the Company's founder and Chairman of
the board, passed.

F.   On 29 September 2025, Mrs. Amalia Borovitz Bryl was elected as the
Chair of the board, which included entering into the existing Management
Services Agreement replacing the late Mr. Zvi Borovitz under the same terms
and conditions, effective from 20 August 2025.

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