Expected Intention to Float

Consolidated statements of cash flows 

Non-IFRS Financial Data

The following measures for the years ended 31 December 2022, 2023 and 2024 were used to monitor and manage financial performance.

These measures are non-IFRS measures that are not calculated in accordance with IFRS.

Notes:

(1)     Adjusted profit before tax is calculated as profit before tax excluding the impact of share-based payment charges and other exceptional costs. The table below reconciles adjusted profit before tax to profit before tax for the years ended 31 December 2022, 2023 and 2024.

The following table presents a reconciliation of Adjusted Profit Before Tax to Profit before tax, the most directly comparable IFRS measure, for the period presented:

*Other exceptional costs relate to costs associated with Admission.

(2)     Adjusted EBITDA is calculated as profit from operations before interest, taxes, depreciation and amortisation and excluding the impact of share based payment charges and other exceptional costs.

The following table presents a reconciliation of Adjusted EBITDA to Profit from operations, the most directly comparable IFRS measure, for the period presented:

*Other exceptional costs relate to costs associated with Admission.

(3)     Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue

Regulation

The market in which the Group operates and provides services to clients is a regulated one.

The Group has obtained regulatory authorisations from the Cyprus Securities and Exchange Commission ("CySEC") and provides services throughout the European Economic Area ("EEA") (with the exception of Belgium and Cyprus) and has obtained ''passports'' granted in accordance with MiFID.

The Group also has relevant regulatory authorisations from the Financial Services Commission in the British Virgin Islands ("BVI") and provides its services to clients located outside the EEA (subject to regulatory restrictions) through its BVI-registered entity, Formula Investment House Limited.

Board Information

Ron Golan - Proposed Non-Executive Chairman

Mr Ron Golan will join as Non-Executive Chairman in the event of and conditional upon any Admission.

Ron was a Director and the Chief Financial Officer of NASDAQ-listed Finnovate Acquisition Corporation from November 2021 to May 2023. He began his career at Morgan Stanley, where he served as a Managing Director and Head of Israel, Central and Eastern Europe (CEE), and Africa for Investment Banking and Capital Markets from 1997 to 2012. Following this role, Ron joined Renaissance Capital as Managing Director in 2012 and was Co-Head of Investment Banking when he left in 2015. He then took on the role of Managing Director and Head of Origination for Israel and Africa at VTB Capital Plc from 2017 to 2019.

Ron holds a BA in Economics and Management from Tel Aviv University and an MBA from Harvard Business School.

Itai Sadeh - Chief Executive Officer

Mr Itai Sadeh is the Chief Executive Officer of the Group and was appointed as a Director on 30 April 2025.

Since June 2023, Itai Sadeh has been the Chief Executive Officer of I For Fintech Ltd., an Israeli incorporated subsidiary of the Company, having previously from July 2020 been a Senior Advisor to the board of the Company. Itai is an experienced executive with extensive experience in corporate development, regulatory and legal affairs and financial technology and has been providing services to the Group since May 2011.

From July 2016 to June 2020, he was Executive Director and VP of Corporate Development at Vallister Ltd., a then-UK incorporated subsidiary of the Company, where he played a key role in driving corporate strategies. Prior to this, he served as General Manager of EFIX Foreign Exchange Ltd., an Israeli subsidiary of the Company, from March 2013 to June 2016, following a role as General Counsel at the same company from May 2011 to February 2013.

Before joining the Group, Itai held the position of General Counsel at RRsat Global Communications Network Ltd., then a public company listed on NASDAQ (it was later acquired by SES S.A.), which was at the time based in Re'em, Israel, from February 2007 to April 2011, where he managed the legal aspects of the corporate operations.

He is a qualified lawyer and a member of the Israeli Bar Association holding an LL.B. in Law from The Hebrew University of Jerusalem and an LL.M. in Commercial Law (with honours) from the executive program of the Tel Aviv University in collaboration with the University of California, Berkeley.

Shirley Winkler Hollander - Chief Financial Officer

Shirley Winkler Hollander is the Chief Financial Officer of the Group and was appointed as a Director on 30 April 2025.

Shirley Winkler Hollander joined as the Chief Financial Officer of the Group in October 2024. Shirley has over a decade of experience in finance and accounting and has expertise in financial regulation and policies.

Before joining the Group, Shirley served as the Director of Finance at STK Bio-Ag Technologies from June 2021 to July 2024. In this role, she was responsible for implementing financial strategies and supporting the company's growth and innovation. Prior to that, she was the Associate Director of Accounting at Teva Pharmaceuticals from October 2017 to June 2021.

Shirley was also an Assurance Manager at Ernst & Young specialising in auditing and financial analysis from December 2010 to September 2017. Her diverse experience has equipped her with a comprehensive understanding of the financial landscape.

Shirley holds a Bachelor's degree in Economics from Ben-Gurion University of the Negev.

Sir Michael Davis - Proposed Non-Executive Director

Sir Michael Davis will join as a Non-Executive Director in the event of and conditional upon any Admission.

Sir Michael is currently Executive Chairman of Vision Blue Resources Ltd, a private equity firm investing in critical minerals which he founded in 2021 and Non- Executive Chairman of MacSteel, a global trading and shipping company.

He was Chief Executive Officer of Xstrata plc until 2013, one of the world's largest global diversified mining and metals companies which he grew in a 10-year period from a market value of USD 500 million to USD 60 billion, employing more than 90,000 people and operating in over 22 countries. Previously, Sir Michael was an Executive Director and Chief Financial Officer of Billiton plc and Chairman of Billiton Coal. Prior to joining Billiton, Sir Michael was an Executive Director of South African state-owned Eskom, one of the world's largest electricity utilities.

Sir Michael has extensive capital markets and corporate transactions experience. During his career, he has raised almost USD 40 billion from global capital markets and successfully completed over USD 120 billion of corporate transactions. Some of his successes are the creation of the Ingwe Coal Corporation in South Africa; the listing of Billiton on the London Stock Exchange; the merger of BHP and Billiton into the largest diversified mining company in the world; the initial public offering of Xstrata plc on the London Stock Exchange in 2002 and Xstrata's subsequent acquisitions of MIM Holdings and Falconbridge Ltd., amongst others, and most recently, the successful merger of Xstrata and Glencore and the establishment of Vision Blue Resources Ltd.

Sir Michael is a Chartered Accountant by profession. He holds an honours degree in Commerce from Rhodes University, South Africa and an Honorary Doctorate from Bar Ilan University. In the 2015 Queen's Birthday Honour's List, Sir Michael was made a Knight's Bachelor.

Denzil Jenkins - Proposed Non-Executive Director

Mr Denzil Jenkins will join as a Non-Executive Director in the event of and conditional upon any Admission.

Denzil Jenkins currently serves as the Chair of OneChronos Markets UK, a firm seeking authorisation from the FCA as a multilateral trading facility. Denzil has over 30 years of experience in financial services. Until 2022, he was Group Chief Compliance Officer at London Stock Exchange Group ("LSEG"), a leading global financial infrastructure and data provider. There, he oversaw regulatory compliance, including financial crime & sanctions prevention, across the group's many trading venues, clearing houses and index businesses. In his 12 years at LSEG, Denzil held several key positions including at the London Stock Exchange, as Head of UK Compliance & Group Regulatory Policy, Chief of Staff to the CEO, and notably, Interim CEO in 2020.

Before joining LSEG, Denzil was with Chi-X Europe from 2008, where he played a key role in its growth to become the leading pan-European equity trading platform. He was also at the FSA, where he managed the team supervising UK equity exchanges and trading platforms for four years, ensuring regulatory adherence in a rapidly evolving financial landscape. Prior to this, he was at Deutsche Bank including as a Director originating and executing corporate finance and equity capital markets transactions.

Denzil holds a Master's degree in Economics from the University of Cambridge.

IMPORTANT LEGAL INFORMATION

The contents of this announcement, which has been prepared by and is the sole responsibility of iFOREX Financial Trading Holdings Ltd. (the "Company"), has been approved by Shore Capital and Corporate Limited ("Shore Capital") solely for the purposes of section 21(2)(b) of FSMA (as amended).

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or on its accuracy, fairness or completeness.

This announcement is not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements under the Securities Act. No public offering of securities is being made in the United States.

This announcement is not for publication, distribution or release, in whole or in part, directly or indirectly, in or into Australia, the Republic of South Africa, Japan, Canada or any other country outside of the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement (each a "Restricted Jurisdiction"). The Ordinary Shares have not been, and will not be, registered under the applicable securities laws of (and clearances have not been, and will not be, obtained from the relevant securities authorities or commissions of) any Restricted Jurisdiction. The distribution of this announcement in or into (or to persons or residents in, or citizens of) jurisdictions outside of the United Kingdom may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of the relevant jurisdiction.

This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation") ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of the UK version of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons, and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "targets, "anticipates", "expects", "intends", "may", "will", "forecast" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the directors of iFOREX Financial Trading Holdings Ltd  (the "Directors") (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements reflect the Group's current view with respect to future events and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial position, results of operations, cash flows, liquidity, prospects, growth or strategies to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. Forward-looking statements may and often do differ materially from actual results. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Each of Shore Capital, Shore Capital Stockbrokers Limited, the Company or any member of the Group, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers expressly disclaim any obligation or undertaking to update, review or revise any such forward-looking statement or any other information contained in this announcement, whether as a result of new information, future developments or otherwise, except to the extent required by applicable law. You are therefore cautioned not to place any undue reliance on such forward-looking statements. In addition, even if the results of operations, financial condition and liquidity of the Group, and the development of the industry in which the Group operates are consistent with the forward-looking statements set out in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. No statement in this announcement is intended to be a profit forecast.

Any purchase of Ordinary Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the possible Offer. The information in this announcement is subject to change. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to acquire, any Ordinary Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the possible Offer and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of a possible Offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances or (iii) a personal recommendation to you.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital or Shore Capital Stockbrokers Limited by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Shore Capital nor Shore Capital Stockbrokers Limited nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Shore Capital and Shore Capital Stockbrokers Limited are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for the Company and no one else in connection with the possible Offer. Shore Capital and Shore Capital Stockbrokers Limited will not regard any other person (whether or not a recipient of this announcement) as their client in relation to the possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the possible Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100 per cent.

Unless otherwise indicated, market, industry and competitive position data are estimated (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein.

For the avoidance of doubt, the contents of the Group's website, or any website directly or indirectly linked to the Group's website, are not incorporated by reference into, and do not form part of, this announcement.