IFOREX Financial Trading Holdings Ltd.

Annual Report

and Accounts 2025

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025B

Strategic Report

Title

Strategic Report

3 About the Company

5 Highlights

6 Chair’s Statement

8 ChiefExecutiveOfficer’sReview

10 Market Overview

14 Business Model

19 Strategic Priorities

20 Key Performance Indicators

22 FinancialReview

25 BusinessReview

27 Risk Management, Principal Risks and Uncertainties

34 Viability Statement

35 Stakeholder Engagement and Section 172 Statement

38 Responsible Business and Sustainability

Governance Report

43 Chair’s Introduction to Governance

44 Compliancewiththe2024UK Corporate Governance Code

48 Board of Directors

50 Corporate Governance

53 Nomination Committee Report

57 Audit Committee Report

62 Remuneration Committee Report

70 Directors’ Report

72 Statement of Directors’ Responsibilities

Financial Statements

74 Report of Independent Auditors

77 Consolidated Statements of Financial Position

78 Consolidated Statements of ProfitorLossand Other

ComprehensiveIncome(Loss)

79 Consolidated Statement of Changes In Equity

80 ConsolidatedStatementofCashFlows

81 Notes to the Consolidated Financial Statements

99 Additional Information

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 3

Strategic Report

Title

iFOREX is a leading global fintech company

operating a proprietary online and mobile

trading platform for multi-asset CFDs with a

more than 15-year profitability track record,

focusing on maximising shareholder returns.

At iFOREX, we offer a dynamic and innovative trading environment designed

to empower traders with cutting-edge financial opportunities across

global markets, while maintaining an optimal capital structure that delivers

sustainable returns to shareholders and ensures adequate capital resources

are available for business growth and investment opportunities.

iFOREX is well-positioned within the expanding global financial trading

market. The democratisation of finance, driven by major structural

developments, has facilitated the growing popularity of retail trading, with

over 6 million active retail accounts worldwide in early 2026, according to

market data. At iFOREX we have global capabilities to impact this growing

industry with a broad customer base spanning more than 30 countries.

Our proprietary, end-to-end technological solution includes a proprietary

marketing platform and human support at key client engagement points, from

onboarding to ongoing assistance. Our user-friendly Trading Platform, which is

able to be customised to each client, features advanced live charts, real-time

prices, execution facilities, and decision-assisting tools, empowering traders with

the knowledge and tools for success. The uniqueness of our product facilitates

client loyalty, evidenced by approximately 68 per cent. of our revenues in 2025

coming from clients who have been with iFOREX for over three years.

We prioritise investor protection through advanced risk management features,

including stop-loss orders, negative balance protection, and comprehensive

educational resources that help investors make informed trading decisions.

A comprehensive risk management approach is central to the function

and success of the Group’s business which includes: real-time monitoring;

dedicated oversight; a toolkit of risk management levers; and no hedging,

allowing the Group to minimize credit risk while effectively monitoring risk.

At iFOREX we are continuously investing in our technological infrastructure

and our platform enhancements, ensuring our clients always have access

to advanced trading tools and market insights. We also plan to expand

geographically, accessing new markets and regulatory authorisations and to

seek strategic M&A opportunities.

On 25 February 2026, iFOREX reached an important milestone in its

journey by becoming a listed company on the Main Market of the London

Stock Exchange, which the Group anticipates will position iFOREX for the

next stage of its development, including by enhancing its public profile

and brand awareness, providing it with access to further capital and new

long-term shareholders, and assisting in the incentivisation and retention of

management and key employees.

About The Company

30 years

Operating history

15+ years

Underlyingprofitability

track record

21 languages

Platform localization

30+ countries

Global reach

LSE Main Market

ListedFebruary2026

Strategic Report

5 Highlights

6 Chair’s Statement

8 ChiefExecutiveOfficer’sReview

10 Market Overview

14 Business Model

19 Strategic Priorities

20 Key Performance Indicators

22 FinancialReview

25 BusinessReview

27 Risk Management, Principal Risks and Uncertainties

34 Viability Statement

35 Stakeholder Engagement and Section 172 Statement

38 Responsible Business and Sustainability

IFOREXFinancialTradingHoldingsLtd.AnnualReportandAccounts20254

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 5

Strategic Report

Highlights

Year Ended December 31, 2025

Financial Highlights

iFOREXFinancialTradingHoldingsLtd.

generated revenues of USD 49.1 million

in 2025, compared to USD 50.1million

intheprioryear,reflectingamodest

2.0percent.decline.

Direct selling and marketing expenses

increased to USD 42.5 million

(2024: USD 35.9million),driven

primarily by continued investment

inclientacquisition.Generaland

administrative expenses rose sharply

to USD 10.8 million (2024: USD 6.6

million),withtheincreaseattributed

primarily to IPO-related costs of USD

4.1 million incurred during the year

(2024: USD 1.3million).

Includedwithintheoperatingexpenses

is a total employee stock-based

compensation cost of USD 3.7 million

(2024: USD 0.3million),reflecting

equityawardsgrantedinconnection

withtheIPOprocess.Thecostbreaks

downasfollows:USD 2.2millionin

administrative and general expenses

(“G&A”),USD 0.5 million in selling &

marketing, and USD 1.1millioninR&D.

In the previous year, the corresponding

chargeswereUSD0.2million,

USD0.1million, and less than

USD0.1million,respectively.

As a result, the Group reported an

operating loss of USD 4.2 million,

compared to an operating income

of USD 7.6millionin2024.Afternet

financeincomeofUSD 1.0million,

thenetlossfortheyearwas

USD2.8million(2024:netincomeof

USD 5.1million).

Excluding one-time IPO costs, stock-

based compensation and depreciation

& amortization, Adjusted EBITDA for

2025wasUSD 4.3million, or 9percent.

of revenue (2024: USD 9.7million,or

19.4percent.ofrevenue),reflecting

theunderlyingprofitabilityofthecore

business.

Revenues

$49.1m

(2024:$50.1m)

Active clients

28,141

(2024: 28,863)

Newclients

13,579

(2024: 13,632)

Trading volume

$470.8b

(2024:$461.0b)

Average Client Acquisition Cost

$695

(2024:$401)

Notwithstandingthereportedloss,

the Group demonstrated strong cash

generation: cash from operations

improved to USD 4.4 million (2024:

USD 1.9million)andnetoperating

cashflowreachedUSD 3.6 million, a

significantturnaroundfromnegative

USD 0.1millioninthepreviousyear,

underscoring the operational resilience

ofthebusiness.

Operational Highlights

The Group maintained a stable

and engaged client base in 2025,

with28,141 active clients (2024:

28,863),representingamarginal

2.5percent. decline year-over-

year.TheGrouponboarded13,579

new clients during the year (2024:

13,632),reflectingconsistentclient

acquisition momentum despite a more

competitiveenvironment.

Trading activity remained robust,

withtotaltrading volume reaching

USD 470.8 billion (2024: USD 461.0

billion),anincreaseof2.1 percent.

year-over-year, demonstrating

continued strong engagement and

activitylevelsamongtheclientbase.

Average Client Acquisition Cost (“CAC”)

for2025wasUSD 695 (2024: USD401).

Theincreasewasdue,inpart,tohigher

marketing spend incurred ahead of

theoriginallyplannedIPOdate,which

ultimatelydidnotbenefitfromthe

expected uplift associated from being

a public company, due to the delay of

theIPO.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 20256

Strategic Report

Chair’s statement

It is with great pride that I present iFOREX’s first annual report

and audited financial statements as a publicly listed company,

ahistoric milestone in our journey of innovation and growth.

Ron Golan

Chair

Introduction

ItiswithgreatpridethatIpresent

iFOREX’sfirstannualreportand

auditedfinancialstatementsasa

publiclylistedcompany,ahistoric

milestone in our journey of innovation

andgrowth.OuradmissiontotheMain

MarketoftheLondonStockExchange

marked an important step for the

Group,strengtheningclientconfidence,

enhancing our regulatory standing and

supporting long-term development and

shareholder valuecreation.

2025 Overview

2025wasayearofsignificant

progress for iFOREX, culminating in

the Group’s successful admission

to trading on the Main Market of

theLondonStockExchangeinearly

2026.Thismilestoneunderscoresthe

strength of our business model, the

growingstakeholderconfidenceand

thededicationofourteams.During

the year, the Group made targeted

investments to reinforce its operational

and organizational foundations,

withparticularfocusonleadership

capability, technology platforms and

infrastructure.Theseactionswere

essential in meeting the Group’s

expanding regulatory responsibilities

and supporting sustainable

performancewithinanincreasingly

complexglobaltradingenvironment.

2026marks30yearssincethe

founding of iFOREX. As the Group

enters its fourth decade, having

evolved across multiple market cycles,

our mission remains unchanged: to

provide secure, advanced trading

solutions for clients across multiple

regionsandlanguages.This enduring

focus,nowunderpinned by the

credibility and discipline of a Main

Marketlisting,positionstheGroupwell

for its continued development.

OnbehalfoftheBoard,Iwouldlike

to thank our colleagues for their

commitment and professionalism

throughout the year, and our

shareholders for their continued

supportandtrust.

Financial Review

TheCompanydeliveredfinancial

performance for 2025 that met market

expectations,reflectingvolatile trading

conditions and investment activity

during the year.The admission to the

Main Market required considerable

management focus contributing

to higher selling, marketing and

administrative expenses.

A delay to the Company’s admission,

originally planned for June 2025,

affected the timing of certain marketing

initiatives undertaken by the Company

aheadoftheinitialadmissiondate.The

Board considers the associated costs

to be appropriate investment that have

supported the Group’s transition to a

listedcompany.

Strategy

The Board remains focused on

overseeing the execution of the

Group’sstrategy,withanemphasis

onsustainableorganicgrowth

andlong‑termprofitability.During

2025, the Group continued to invest

in strengthening its marketing

capabilities,includingaffiliate

networksandonlinechannelsto

support client acquisition in existing

markets.Theseinitiativeshavehelped

inform a more disciplined and targeted

approach to marketing investment

goingforward.

Central to the Group’s strategy is

the continued development of its

proprietaryTradingPlatform.During

theyear,furtherenhancementswere

made to user experience, automation

and AI-enabled functionality, supporting

clientengagementwhileensuringthe

platform continues to meet evolving

regulatoryrequirements.

In parallel, management advanced

preparations for geographic expansion,

including the evaluation of regulatory

licensing opportunities in a number of

keymarkets,includingtheUAE.The

Group’sdiversifiedrevenuemodeland

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 7

Strategic Report

Chair’s statement continued

proprietary technology support entry

intonewjurisdictions,complemented

by targeted marketing efforts, localized

interfaces, and tailored payment

solutions.

The Group’s admission to the Main

Markethasdeliveredtangiblebenefits,

including improved visibility, a

strengthenedregulatoryprofile,and

increasedstrategicflexibility.Together,

thesebenefitsunderpintheBoard’s

confidenceintheGroup’sabilityto

continue progressing its strategy over

themediumandlongterm.

Corporate Governance

The Board of Directors is committed

to the highest standards of corporate

governance and becoming a listed

company has further strengthened

ourcorporategovernancesystems.

Over the course of the year, and in

preparation for the IPO, the Group

strengthened its Board of Directors

by bringing in highly experienced

leaderswhoseexpertisealignswith

the Company’s long-term strategic

ambitions.Theseadditionsweremade

to enhance governance capabilities,

deepensectorknowledgeandensure

the Board has the appropriate skills

and insight for life as a Main Market

listedcompany.

As part of this process, Sir Michael

(Mick)LawrenceDavis,Denzil

Jenkins and I joined as Independent

Non‑ExecutiveDirectors.SirMick

brings extensive global leadership

and transactional experience, having

raised almost USD 40 billion from

global capital markets and successfully

completed over USD 120 billion of

corporate transactions, whileDenzil

contributessignificantregulatory,

complianceandfinancial‑markets

expertise gained through senior

roleswithinleadingexchangesand

regulatorybodies.Ialso bring extensive

experience in capital markets and

the management of international

organizations.Together,ourdiverse

backgrounds reinforce the Board’s

ability to provide effective oversight and

guidetheGroup’sstrategicdirection.

As part of this process, Itai Sadeh,

whohasheldmultipleleadership

roles across the business, continued

asChiefExecutiveOfficerandjoined

theBoardduringtheyear.Shirley

Winkler Hollander, the Group’s Chief

FinancialOfficer,alsojoinedtheBoard,

bringingdeepfinancialgovernanceand

regulatoryexpertise.

Together,theBoardnowcombines

extensiveindustry,financialmarkets

and operational experience, ensuring

theCompanyiswellequippedtodeliver

its strategy, meet the requirements of

a Main Market listing and provide the

appropriate oversight as the Group

continuestoprogressitsgrowth

strategy.MoredetailsoftheBoard

and the Board Committees and the

changeswehavemadecanbefound

in the Governance Report beginning on

page 42.

Shareholder Return

The Group operations remain highly

cash generative, and the Board is

committed to a progressive dividend

policy that balances sustainable

shareholderreturnswiththecapital

needed to enablefuturegrowth.

As part of our commitment to

shareholder returns, the Board

proposes a dividend of USD 0.055 per

share,reflectingFY 2025 performance

andthetimingofAdmission.From

FY 2026, dividends are expected to

be set at approximately 50 percent

ofAdjustedNetProfits, subject to

prevailing conditions and capital

requirements.

Outlook

The Group has made a positive start

tothenewfinancialyear.Tradinghas

been supported by elevated levels of

marketvolatilitywhichhasresulted

inhealthylevelsofprofitability.Client

KPIsarealsoencouraging.Accordingly,

whilestillearlyintheyear,theGroup

isfirmlyontracktomeettheBoard’s

expectationsforFY2026.

The Group’s admission to the

Main Market continues to deliver

tangiblebenefits,enhancingvisibility,

reinforcing governance, and providing

greaterstrategicflexibility.TheBoard

remains focused on driving progress

in the Group’s core activities, including

ongoing investment in proprietary

technology and data-driven capabilities

to support client engagement and

activitylevelsinexistingmarkets.

Management is also actively evaluating

opportunities for geographical

expansion and selective initiatives

that complement the Group’s organic

growthstrategy.

Ron Golan

Chair

29 April 2026

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 20258

Strategic Report

Chief Executive Officer’s Review

The successful admission of iFOREX to the Main Market of the

London Stock Exchange represented a defining moment in our

journey and has provided a strong platform for the next phase

of the Group’s growth.

Itai Sadeh

ChiefExecutiveOfficer

Introduction

The successful admission of iFOREX

totheMainMarketoftheLondon

Stock Exchange represented a

definingmomentinourjourneyand

has provided a strong platform for

thenextphaseoftheGroup’sgrowth.

As CEO, I am excited about the

opportunities this creates to accelerate

thegrowthofthebusinessanddeliver

long-term, sustainable returns for our

shareholders.

Financial Overview

In2025,financialperformance

wasshapedbyadynamicmarket

environment and strategic investments

alignedwithourpubliclisting

preparations.Thefirsthalfoftheyear

sawanotableupliftinactivity,driven

by geopolitical events and major US

policy announcements that increased

market volatility and client engagement,

supporting favourable trading conditions

andrevenuegrowth.

However,marketconditionsevolved

inthesecondhalfoftheyear,with

unusuallylowglobalvolatilityinthe

thirdquarterweighingonactivity

levels.Additionally,thetimingofthe

IPO required a temporary reallocation

ofinternalfocusandresources,which

togetherwiththeincreasedcosts

associatedwiththeIPOprocess,

contributed to softer performance

duringpartoftheperiod.

Despite these factors, continued

operational developments – including

streamlined onboarding, enhanced

data‑drivenmarketingefficiency,and

upgrades to our proprietary Trading

Platform–togetherwithnormalization

of market volatility, contributed to a

strongerfinishinthefourthquarter.

Whilenear‑termprofitabilitywas

impacted by IPO-related investment

andbroadergrowthinitiatives,these

conditions have strengthened the

Group’s operational infrastructure and

scalability.

With a debt-free balance sheet and

solidcashreserves,theGroupiswell

positioned to execute its strategic

prioritiesacrossbothnewandexisting

markets.

Strategic Update

Our strategy builds on foundations

established over nearly three decades

and centres on four core pillars

designed to support sustainable

growth:

(a) Attracting New Clients in Existing

Markets

Our marketing engine remains a

keydriverofgrowth.In2025,we

appointedanewChiefMarketing

Officertoleadourin‑housemarketing

efforts.Underhisleadership,the

Group made greater use of data-driven

insights, supporting improvements in

campaign quality across search engine

marketing,affiliates,socialmediaand

directchanneladvertising.Ongoing

refinementacrossthecustomer

journey,frominitialawarenessthrough

to long-term retention, has contributed

togreatermarketingefficiencyand

continuedclientacquisition.

(b) Increasing Active Client Longevity

Delivering a high-quality client experience

iscentraltoourstrategy.Duringthe

year,weintroducedAI‑poweredtools,

andnewfeaturesacrossourproprietary

Trading Platform, including interactive

walkthroughs,integratedcustomer

support,expandedaccesstofinancial

instruments, strategy copying capabilities,

and options to receive stock dividends

(alongsidecashdividends).Enhancements

to our payment infrastructure, such as the

35%

Self-activated onboarding

99.985%

Platform uptime

68%

Revenue from 3+ years clients

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 9

Strategic Report

Chief Executive Officer’s Review continued

introduction of ApplePay and GooglePay in

select jurisdictions, have further improved

convenience and supported deeper client

engagement.

Geographic expansion remains one of

ourmostexcitinggrowthopportunities.

Ongoing evaluations of regulatory

licenses in key regions, including the

UAE, alongside continued assessment

of additional jurisdictions, support this

ambition.

Tailoring the platform to local

languages, payment infrastructures

andregulatoryframeworkshas

positioneduswellforexpansioninto

high‑potentialmarkets.

(d) Strategic M&A Opportunities

Recognizing the fragmented nature

oftheCFDbrokermarket,weremain

open to selective bolt-on acquisitions

that complement our technology,

product range, and geographic

footprint.OurlistingontheMain

Market enhances our ability to pursue

these opportunities and leverage scale

and brand recognition to accelerate

growth.

(e) People

Our people are the foundation of

oursuccess.Wearecommittedto

attracting, developing, and retaining

top talent through structured career

development, mentorship and a

supportive culture that prioritizes

wellbeing.Ourteamsacross

technology, marketing, compliance,

payments, risk, customer support

and corporate functions deliver the

operational excellence that underpins

ourgrowth.

In 2025,westrengthenedour

organizationalcapabilitieswiththe

appointmentofanewChiefMarketing

Officer,toleadourin‑housemarketing

function.Thisteamdrivesbrand

positioningandawarenessacross

multiple online channels, ensuring

consistent and effective engagement

withourinternationalclientbase.

Astheindustryevolveswith

technological and regulatory changes,

weremainfocusedonbuildinga

diverse,agileworkforceequippedto

innovate and deliver exceptional client

value.

Market Overview

The retail leveraged trading industry

continues to evolve rapidly, driven

by shifts in global market dynamics,

increasing client engagement, and

the broadeningofaccesstofinancial

markets.Structuraldevelopments,

including expanded internet access,

mobile trading and more advanced

trading platforms, have increased

market participation and contributed to

thegrowingpopularityofretailtrading.

As of Q1 2026, there are more than 6

million active retail trading accounts

worldwide,reflectingsustainedinterest

fromanincreasinglydiverseuserbase.

iFOREXiswellpositionedwithin

this environment, serving clients

across more than 30 countries via

a multilingual, scalable Trading

Platform.TheGroup’sbusinessmodel,

underpinned by proprietary technology

delivering real-time pricing, automated

tools, and robust risk management,

is designed to ensure a reliable and

engaging user experience and to

operate effectively across varying

market conditions, including periods of

lowervolatility.Geographicexpansion

opportunities, particularly in developing

regions such as Southeast Asia and

India,remainattractiveaswealthlevels

riseanddigitalaccessexpands.These

markets, alongside others currently

underregulatoryreview,represent

promisingopportunitiesfortheGroup.

Summary

2025wasatransformationalyearfor

iFOREX, culminating in the Group’s

successful admission to trading on

theMainMarketoftheLondonStock

Exchange in February 2026. Against a

backdrop of evolving market conditions,

wemadegoodprogressagainst

our strategic priorities, enhancing

our technology and operations, and

deliveredastrongfinishtotheyear.

Becoming a listed company has

strengthened our visibility, governance,

and strategicflexibility, providing a

solid foundation to pursue our growth

objectives.Continuedinvestmentin

technology, marketing capabilities and

operational infrastructure supports our

long-term ambitions and the Group’s

continued development across existing

andnewmarkets.

Iwouldliketothankouremployeesand

serviceproviders,whosecommitment

and dedication are at the core of our

business,aswellasourclientsfor

their loyalty and our shareholders for

theircontinuedsupport.Asweenter

FY 2026,weremainconfidentinour

strategy and the opportunities ahead.

Itai Sadeh

ChiefExecutiveOfficer

29 April 2026

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202510

Strategic Report

Market Overview

Our evolution into a listed company has strengthened our

visibility and governance, and provided greater flexibility to

pursue our strategic objectives.

iFOREX operates in the retail leveraged

tradingindustry,whichisbroadly

comprised of contracts for difference

(“CFDs”),financialspreadbetting,

rolling spot foreign exchange (“FX”)

andtradedoptions,whichallow

clients to take leveraged positions on

underlyingfinancialinstruments,many

ofwhicharedifficultforretailtraders

toaccessdirectly.Theevolutionofthis

industryhasbenefittedfromincreasing

clientawarenessandacceptanceof

leveragedtrading,theongoinggrowth

in internet usage, and the development

of advanced online trading platforms,

whichtogetherhaveenhancedthe

ability of retail clients to trade in an

increasinglywidervarietyofmore

sophisticatedfinancialassets.

Global market growth

In 2024, global forex trading volumes

wereestimatedatUSD2,738trillion,

withtheGlobalCFDmarkettrading

volume estimated at USD 240 trillion

(excludingJapan),andthisisexpected

togrowtoUSD279trillionby2028—

underpinned by structural developments

resulting from further technological

anddemographicchanges,aswellas

increasingmarketvolatility.

As of 2025,therewereapproximately

6billioninternetusersworldwide,

representing approximately 74 per

cent.oftheglobalpopulation,withthis

numberexpectedtogrowparticularly

withexpandingmiddleclassesin

AsiaandAfrica.Increasinggrowth

of internet access and disposable

incomes amongst the Group’s target

markets are expected to drive business

growthgoingforward.

Similarly, technological advancements

inonlinefinancialtrading,including

leveraging AI and machine learning for

predictive analytics, algorithmic trading

and personalised investment advice,

canenhancetradingefficiencyand

opportunitiesforclients.Theuseof

mobile trading platforms can also bring

in a broader, more tech-savvy audience

ofyounginvestors.Thegrowthof

moretech‑enabledgenerationswith

disposableincomewillbenefitonline

platforms over more traditional trading

andwealthmanagementservices.

How iFOREX is responding

The Group has an internationally

diversifiedrevenuemodel,withclients

registeredfrommorethan30countries.

Within the broader retail leveraged

trading industry, iFOREX is focused

solelyontheprovisionofCFDs,which

is a product used internationally and

anattractiveandgrowingpartofthe

global retail leveraged trading industry,

ratherthanofferingfinancialspread

bettingortradedoptionswhichare

oftenlimitedtouseincertaincountries.

iFOREX’s strategy leverages the strong

foundations built to date and intends

toaccelerateorganicgrowththrough

investment in marketing to attract

newclientsinexistingmarketsand

toaccessnewmarketsbyapplying

fornewregulatorylicencesand/

orexpandingintonewjurisdictions.

Key success factors for entry into

newgeographiesincludemarketing

spend, adaptation of the customer

interfacewithdifferinglanguages

and payment provisions, and brand

recognition.TheBoardbelievesthere

issignificantopportunityforexpansion

intonewmarkets,withtheGroup

beingwellpositionedtoenterintonew

geographiesusingtheFIHlicence.The

Companywillevaluatenewlicence

applications based on the commercial

opportunity, including in the UAE, Chile,

Australia,Malaysia,NewZealand,the

PhilippinesandtheUK.

The Group’s proprietary Trading

Platform has been developed

to capitalise on the structural

technological and demographic

growthdriversshapingtheindustry.

The Trading Platform is available

onallwebbrowsersandthrough

dedicated mobile apps on any mobile

device, enabling clients to access the

Group’sproducts24/7acrossmultiple

operating systems and devices, and

it is currently offered in 21 languages

and12accountcurrencies,allowing

the Group to serve a broad and

internationallydiversifiedclientbase.

The Group’s self-developed proprietary

technology means that the Trading

Platform is scalable and has the ability

to adjust quickly to regulatory changes

andclientpreferences,withoutreliance

onthirdparties.ThisenablestheGroup

to deliver relevant products and services

whichtranslatesintogreaterclient

acquisition and delivers substantial

benefitstotheGroup.TheGroup’s

current IT systems are also designed to

handle at least three times the current

activitylevelineveryparameter,withthe

abilitytoscalefurtherifneeded.

In order to capitalise on the increasing

adoption of AI and machine learning,

the Group intends to invest in further

automationsoftwareandproductsin

connectionwithitsonboardingand

AI risk management systems, and

to continue to develop the Trading

Platform to enhance user experience

and the breadth of its offering so

as to improve retention and drive

engagement.Thisimprovedexperience

willincludecontinuingtoimprove

the product offering through further

investment in, for example, automation

and AI technology, and engaging

activeclientswithinsighttoencourage

tradingactivity.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 11

Strategic Report

Developed markets

Developed markets, such as the EEA,

are expected to experience continued

growthinthesizeoftheaddressable

market, but at a more modest rate

than developing markets, due to

the increased burden of regulatory

compliance, including the expected

adoptionofMiFIDIII.Inahighly

competitive and evolved market

suchasEurope,whichisalsohighly

regulated, size and reliability play a

pivotal role in the ability to succeed

inthemarket.Inaddition,Japan

continues to be a substantial market

fortheGroupwheretheGroupaccepts

clientsonareversesolicitationbasis.

TheBoardalsoexpectsgrowthin

average revenue per client driven by

increasesinbrandawarenessand

continued developments in the breadth

ofofferinganduserexperience.

How iFOREX is responding

The reputation and transparency that

theGroupwillgainasaresultofits

recent Admission to the Main Market

is expected to assist the Group in

increasing its market share in the EEA

andJapan.

The Group also intends to invest

considerablyinbrandawareness

whichwillassistinthegrowthofits

Europeanoperations,withincreases

in the number of active clients in

developedmarketsinwhichtheGroup

presentlyacceptsnewclientsexpected

to be predominantly driven by clients

switchingfromotherproviderstothe

Company.

AdditionalEEAmarketsinwhichthe

Group does not presently actively

provideitsTradingPlatformwillalso

be targeted utilising the iCFD licence

(withtheexceptionofBelgium),andthe

Group plans to seek additional licences

thatwillallowittopenetratemore

developed markets, such as the UK and

Australia.

Developing markets

In developing markets, the Board

expectsgrowthtobedrivenprimarily

by increases in the number of active

clients as a result of the compound

effectofstructuralgrowthdriversin

target addressable markets (such

asgrowthinwealth,population,

digital enablement and availability of

paymentsolutions),andanincreasein

penetrationasbrandawarenessand

accessibilityincreases.

The Asian market continues to

represent an attractive opportunity

fortheGroup,drivenbygrowthofthe

middleclass,wideadoptionandusage

of mobile devices and availability of

online payment solutions, and the

strengthoftheGroup’sbrand.Within

the developing markets the Group

presently operates in, the Board

expects that the client base should

growmoststronglyinIndiaandSouth

EastAsia,drivenbystructuraldrivers.

The Group is also seeing increasing

demand for its services in the Middle

East and Africa, as the increasing

populations in these regions, especially

in developing Gulf Cooperation Council

countries, become more exposed to

financialtrading.

Growthindevelopingmarketswhere

the Group does not presently operate

is dependent on the ability to obtain

market entry through the FIH regulated

entityandwideradoptionofproducts

and/orwideraccesstothesemarkets.

How iFOREX is responding

TheGroupintendstoaccelerategrowth

through investment in marketing

toattractnewclientsindeveloping

marketsinwhichitalreadyoperates

andtoaccessnewdevelopingmarkets

byapplyingfornewregulatorylicences

and/orexpandingintonewjurisdictions.

TheGroupiswellpositionedto

enterintonewgeographiesusing

theFIHlicence,withkeysuccess

factors including marketing spend

and improved targeting of relevant

populations, adaptation of the

customerinterfacewithdiffering

Market Overview continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202512

Strategic Report

Market Overview continued

languages and payment provisions

andbrandrecognition.TheCompany

willevaluatenewlicenceapplications

based on the commercial opportunity,

including in Malaysia, the Philippines

and Chile, and the Group is planning to

applyforalicenceintheUAE.

Competitive landscape

Thewiderretailleveragedtrading

industryinwhichiFOREXoperates

is served by a number of large-scale

players,andwithintheCFDsub‑sector,

whichisthesolefocusoftheGroup,

the market is extremely fragmented,

comprising a small number of large-

scale providers and a large number of

othersignificantlysmallerproviders.

Therearesignificantchallengesto

achievingscale,andproviderswith

the relevant competitive advantages

are able to, andwillcontinueto,

differentiatethemselvesfromthewider

market.

To succeed in this competitive market, it

is critical to establish sophisticated and

tailoredsoftwaretoenableinnovation

and the provision of sophisticated and

integratedplatformfeatures.Developing

a fully featured, proprietary trading

platformwiththeflexibilitytoinnovate

andrespondquicklytonewtrendsand

technologyrequiressignificanttime

andcost.Incontrast,the“off‑the‑shelf”

tradingplatformswhicharecurrently

available and enable providers to

establish trading platforms quickly and

withminimaleffortdonotprovidethe

flexibilityandpotentialforinnovation

needed to create a differentiating

market‑leadingproducttoattractnew

clientsandretainexistingoneswithin

theCFDsector.

Giventhefinancialnatureofthe

products in this market, it is common

for clients to seek reputable providers

toseektradingopportunities.

Maintaining a reputation for

trustworthinessandhigh-quality

customerserviceisthereforecrucial.

Relatedtothis,therearebenefits

from being a publicly listed company,

including the associated transparency,

whichisenhancedbybeingonthe

equityshares(commercialcompanies)

segmentoftheOfficialList,on

whichseveraloftheGroup’sprimary

competitors are listed (in addition to

theCompanyitself).

How iFOREX is responding

TheGroup’sfullyproprietary,well

invested and user-friendly Trading

Platformprovidesasignificant

competitive advantage, having been

developed entirely in-house rather than

relyingon“off‑the‑shelf”solutions.This

enables the Group to innovate rapidly,

respond to evolving client preferences

and regulatory requirements, and

deliver a differentiated, market-leading

product.TheTradingPlatformis

scalable,availableacrossallweb

browsersanddedicatedmobileapps

in 21 languages and 12 account

currencies and is designed to handle

at least three times current activity

levels.TheGroup’sdata‑drivenclient

acquisitionstrategy,poweredbyits

proprietary SCMM CRM platform and

EMERP marketing platform, enables it

totargetandretainclientsefficiently,

withaClientAcquisitionCostthatis

amongthelowestintheindustry.

The Group also intends to increase its

investment in marketing and brand

awareness,includingthroughtargeted

and cost-effective initiatives across

multiple advertising channels, search

engine marketing, search engine and

AIoptimization,affiliates,introducing

brokers and strategic branding

partnerships, in order to enhance its

positionintheCFDmarket,attractnew

clientsandincreasemarketshare.

Client loyalty is further reinforced by

the quality of the Group’s offering and

customerservice,withmorethan68

percent.ofrevenuein2025derived

fromclientswhohavebeenonthe

platformformorethanthreeyears.

The Group’s recent Admission to the

MainMarketoftheLondonStock

Exchange further strengthens its

competitive position by enhancing its

publicprofile,brandawarenessand

reputation for transparency - attributes

whichtheBoardconsiderscriticalina

marketwhereclientsseekreputable

andtrustworthyproviders.

Combinedwithahighlyexperienced

management team, the majority

ofwhomhavebeenwiththe

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 13

Strategic Report

business for more than 10 years,

and comprehensive real-time risk

management capabilities, the Board

believestheGroupiswellpositionedto

continue to differentiate itself and gain

marketsharewithinthefragmented

CFDsector.

Regulatory environment

The high regulatory standards

present in many developed markets

worldwideprovideburdensonnew

and prospective entrants to the market,

including the cost and time required

toensureongoingcompliancewith

regulation,aswellastheinitialhurdle

of obtaining the relevant licences,

ofteninmultiplejurisdictions.Itisalso

anticipated that regulators across the

globewillcontinuetoincreasetheir

regulatory scrutiny and the standards

required for businesses to operate in

theretailleveragedtradingindustry.

How iFOREX is responding

The Group currently operates through

tworegulatedsubsidiaries,FIH,

authorised by the BVI FSC, and iCFD,

authorisedasaCIFbyCySEC,with

iCFDacceptingclientsfromwithin

the EEA pursuant to passporting

arrangementsunderMiFIDII.The

Group’s fully proprietary Trading

Platform has been designed to

be customised to serve different

regulatory regimes and client

preferences, and the Group’s self-

developed proprietary technology

enables it to adjust quickly to

regulatorychangeswithoutreliance

onthirdparties,providingasignificant

advantage in an environment of

increasingregulatoryscrutiny.

The Group has also developed

comprehensive risk management

capabilities, including real-time

financialriskmonitoring,dedicated

oversight from a highly experienced

ChiefRiskOfficerandrobustKYC

and client categorisation processes,

whichtheBoardconsiderstobe

criticalinmaintainingcompliancewith

applicable regulatory requirements

acrossthejurisdictionsinwhichthe

Groupoperates.FollowingAdmission,

theBoardwasfurtherstrengthenedby

theappointmentofnewNon‑Executive

Directorswithextensiveregulatoryand

complianceexpertise.

The Group intends to continue to invest

in its compliance infrastructure and

willevaluatenewlicenceapplications

based on the commercial opportunity,

including in the UAE, Chile, Australia,

Malaysia,NewZealand,thePhilippines

and the United Kingdom, in order to

expand its regulated footprint and

accessnewmarkets.

Market Overview continued

Strategic Report

Business Model

Scalable and integrated

solutions, including the

proprietary Trading Platform,

offering a high-quality user

experience and intelligent back-

end workflows

The Company’s scalable and

integrated solution offers a high-

quality trading experience through

its Trading Platform, with continued

enhancements to user experience and

client journey supported by analytically

driven customer service for its high

value clients and fully integrated

back-end workflows to improve

marketing and operational outcomes.

Data driven client acquisition

to efficiently target valuable

clients

The Group’s marketing strategy,

primarily focusing on targeting high

quality prospective clients through

cost-effective marketing initiatives

across multiple advertising channels,

provides measurable results for the

Group. The Group utilises its marketing

technology and proprietary Statistical

Client Motivation Management

(“SCMM”) CRM platform to profile

potential clients based on various data

points collected at registration and

thereafter, ultimately aiding the Group

in focusing on targeting new clients

that will be most valuable to the Group.

Comprehensive and rigorous

risk management capabilities

The technology and policies developed

by the Group incorporate real-time

financial risk monitoring, including

aggregate exposure reports and real-

time financial risk limitation systems

with certain trading limit triggers

and alerts. The Group does not use

any external hedging products and

instead manages its risk by placing

limits on exposure and matching its

client’s positions and monitoring, and

managing, the residual net exposure

against pre-determined thresholds.

iFOREXisanonlinefinancialtrading

group that operates a proprietary online

and mobile contract for difference

(“CFD”)tradingplatformthatenables

its clients trade more than 870

financialinstrumentsacrossvarious

marketsandindustries.TheGroup

currently offers CFDs referenced to

currencies, commodities, indices,

cryptocurrencies, stocks and exchange

traded funds (“ETFs”)toabroadclient

base spread internationally across

more than 30 countries, principally in

AsiaandtheMiddleEast.InFY2025,

trading in currencies accounted for

approximately25.6percent.ofthe

Group’s total number of transactions,

withcommoditiesaccountingfor

approximately44.1percent.andindices

accountingfor17.9percent.andtrading

in stocks, ETFs and cryptocurrencies

accountingfortheremainder.

As a consequence of the Group’s

evolving product offering, intelligent

marketing spend and the Trading

Platform’s user-friendly client

interface, the Group has maintained

itsprofitabilityinacompetitive

environment and, for FY 2025,

revenuewasUSD49.1million.

The operational initiatives implemented across the Group – including

enhancements to onboarding processes, optimization of data-

driven marketing efficiency and updates to our proprietary trading

technology – supported an improved trading position entering FY26

What differentiates iFOREX

1 2 3

14 IFOREXFinancialTradingHoldingsLtd.AnnualReportandAccounts2025

Business Model continued

Highly experienced Board of

Directors combined with a

seasoned management team,

the majority of whom have been

in the business for more than

10 years

The Group has a strong senior

management team, the majority of

whom have been in the business

for more than 10 years, resulting

in a wealth of experience and

extensive knowledge of both the

Group itself and also the sector

in which it operates. The senior

management team are instrumental

to the success of the Group, bringing

together complementary skills across

technology, the understanding of

financial markets and regulatory

expertise, and were strengthened

following Admission by the

appointments of several new Non-

Executive Directors, bringing additional

extensive regulatory and compliance

expertise.

4 5

Strategic Report

Strong focus on markets and sectors with significant

opportunities for growth

The online financial trading industry

benefits from a number of significant

growth opportunities resulting from

further technological and demographic

changes, as well as increasing market

volatility. As of 2025, there were

approximately 6 billion internet users

worldwide, representing approximately

74 per cent. of the global population,

a number that is expected to grow

particularly with expanding middle

classes in Asia and Africa. The Board

expects that increasing growth of

internet access and disposable

incomes amongst its target markets

is expected to drive business growth

going forward.

Similarly, technological advancements

in online financial trading including

leveraging AI and machine learning for

predictive analytics and personalised

investment advice can enhance trading

efficiency and opportunities for clients.

The use of mobile trading platforms

can also bring in a broader, more tech-

savvy audience of young investors.

The growth of more tech-enabled

generations with disposable income

will benefit online platforms over

more traditional trading and wealth

management services.

IFOREXFinancialTradingHoldingsLtd.AnnualReportandAccounts2025 15

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202516

Strategic Report

Business Model continued

Principal revenue streams

The Group’s revenues are generated

from three principal sources: dealing

spreads; overnight premiums; and

gains(offsetbylosses)fromclients’

tradingpositions.Theserevenue

streams are principally driven by

the number of active clients and the

corresponding transaction volumes

ofthoseactiveclients.TheGroup

operatesawellinvested,highly

efficientuseracquisitionprotocol

to optimise client acquisition and

facilitatehigherclientloyalty,with

morethan68percent.ofrevenuesin

2025comingfromclientswhohave

been on the platform for more than

threeyears.

In addition to these three main revenue

streams, the Group also receives

revenue from dormant fees and is

affected by currencyconversion.The

revenue received from clients and their

trading performance is also offset

by trading and cash-back bonuses

offeredtoclients.ForFY2025,

USD 16.8millionofbonuseswere

realisedbyclients,whichareoffset

from revenue.

(a) Dealing spreads

The Group earns the majority of its

revenue by charging a dealing spread on

tradesofitsCFDs,withdealingspreads

accountingforUSD47.8 million of the

Group’stradingincomeinFY2025.

The dealing spread on a trade is

thedifferencebetweenthebuyand

sell price of the relevant CFD and is

chargedwhenopeningatransaction.

Revenues attributable to the dealing

spread are therefore a function

of trading volume of CFDs and

correspondingspread.

The level of dealing spread on each

CFD offered on the Trading Platform

is determined by management and

is based on real-time market prices

andvolatilityoftheunderlyingasset.

The Group seeks to offer competitive

dealingspreadswhichvaryby

underlying instrument, asset class,

geographyandclientcategorization.

(b) Overnight premiums

Overnightpremiums,whicharethefees

chargedorcreditedtoclientswhohold

certain positions overnight, constituted

inaggregateUSD11.6millionofthe

Group’stradingincomeinFY2025.

The fees charged by the Group

in respect of such positions are

determined by the Group based on the

interest rates of the underlying asset,

thenatureoftheposition(i.e.longor

short)andamark‑upbasedonclient

categorization.

positions

Revenue earned from gains (offset by

losses)onclients’tradingpositions

accountedforUSD6.0 million of the

Group’stradingincomeinFY2025.

When a client places an order to

purchase or sell a CFD, the Group is

thecounterparttothatclient’strade.

Aprofitorlossontheclienttrading

positions is generated as a result of the

nettingoffofclients’profitsandlosses

from the exposure to the underlying

asset,withtheGroupmanagingitsnet

exposure by changing spreads and

chargingorpayingovernightpremiums.

Extreme market movements or events,

whichtheGroupisunableto,orfails

to promptly manage, could cause a

materialexposureorrisktotheGroup.

End-to-end proprietary trading

platform

The Group’s business model is centred

on the integrated proprietary solution

developed by the Group to attract, retain

andmanageitsclients.Thisintegrated

solutioncomprisesawellinvestedand

scalable proprietary end-to-end platform

comprising the Trading Platform,

customer relationship management

(“CRM”)platform,embeddedrisk

monitoring, a fully integrated payments

platform and internally developed

marketingtechnology,allowingthe

Group to attract and monitor clients

efficiently.TheGroupalsooffers

educational resources to its clients

allowingthemtobenefitfromawide

variety of free training, support and

educational resources to enhance their

understanding of the global markets,

online trading and the available trading

tools.

(a) Trading Platform

TheTradingPlatform,awholly owned

proprietary solution created in-house,

has been designed to be as intuitive

and user-friendly as possible and is

accessiblefromallwebbrowserson

the internet and through dedicated

mobileapps.Itisalsocustomised

to serve different regulatory regimes

and client preferences and is currently

offeredin21languages.TheTrading

Platform has the potential to expand

intonewgeographiesandadd

newproductsandservicesasnew

opportunitiesbecomeapparent,which

the Board believes provides the Group

withacompetitiveadvantage,and

tobenefitfromsuchopportunities,

the Group intends on applying for

additionallicencestoexpandintonew

geographiesandlocations.

(b) Statistical Client Motivation

Management (“SCMM”) platform

The Trading Platform is fully integrated

withtheGroup’sSCMMplatform,a

scalable suite of modules designed

toautomateandoptimisework

processes, including client relationship

management, analysis and event-

basedtaskmanagement,andwhich

assists the Group in achieving

efficienciesandtheeffectivehandling

ofbothprospectiveandactiveclients.

The Group operates a fully integrated

proprietary cashier system enabling

client deposits to be made in multiple

currenciesacrossawiderangeof

onlineandofflinepaymentmethods.

Thecashiersystemwasdesignedto

cater to, and is customised for, clients

acrossdifferentlocations,andallows

the payments department to manage

theflowoftransactionsbetween

various payment service providers,

prioritising providers based on fees,

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 17

Strategic Report

Business Model continued

reliability and settlement timing, thus

reducingcosts,increasingefficiencies

andreducingcreditrisk.Thesystem

alsoallowscascadingbysending

transactions to a number of providers

in order to increase the chances of the

transactionsucceeding.

(d) Marketing technology

The Group’s marketing strategy focuses

on targeted, cost-effective initiatives

across multiple advertising channels to

attracthighqualityprospectiveclients.

To support this strategy, the Group

has developed a proprietary marketing

technology,EMERP,whichmanages

marketing budgets, campaign

placement and performance analysis,

enabling the marketing department

to optimise client acquisition costs

and maximise return on investment of

marketingspend.TheGroup’sSCMM

platformalsoprofilesprospective

clients using data points collected at

registration and employs predictive

modelstofocuseffortsonthosewith

the highest potential to convert into

depositingandtradingclients.

Newclientsaretargetedthrougha

combination of marketing mediums,

including search engine marketing,

affiliates,directmedia,social

media and introducing brokers,

withapproximately65percent.of

prospective clients generated in 2025

through search engine marketing and

affiliates.

Upon registration, each prospective

client is assigned a predictive score

basedonvariousdatapoints.Once

the prospective client becomes a client,

the Group collects further information

provided by the client during the KYC

stage and upon making a deposit

and categorises them into one of

fourcategories,withcategorisation

subjecttoreviewduringthefirst30

days of trading activity before being

setpermanently.Highercategorised

clientsmaybenefitfrombetterdealing

spreads, higher bonuses and personal

care by the representatives of the

retentiondepartment.Thisdata‑driven

approach assists the Company in both

attractingandretainingnewclients.

Comprehensive risk

management capabilities

A comprehensive risk management

approach is central to the function

andsuccessoftheGroup’sbusiness.

Toassistwiththis,theGroup

hasdevelopedtechnologywhich

incorporatesreal‑timefinancialrisk

monitoring including aggregate

exposure reports provided by, inter

alia, instrument, asset class, broker,

geography, client groupings and single

client.Thesuccessofthismonitoring

system is evident from the last 10

years,wheredespitetherebeinga

number of global macroeconomic

events, there have been no revenue

lossesoveranyone‑monthperiod.

The Group does not use any external

hedging products and instead

manages its risk by placing client limits

on exposure and matching its clients’

open positions and monitoring, and

managing, the residual net exposure

againstpre‑determinedthresholds.

Exposure thresholds are placed on

the Group’s exposure to individual

instruments, asset classes and in the

aggregate.

The Group has dedicated oversight

from a highly experienced Chief Risk

Officeranddedicatedoperationteams

comprising experienced dealers, and

the risk management team implements

the policies and procedures established

by the risk management committee,

including the monitoring of suspicious

tradingonbehalfoftheGroupwith

automated alerts provided to the team

onareal‑timebasis.

Client base

The Company’s client base is diverse

and comprises predominantly retail

clientswith28,141 active clients

in FY 2025 and no individual client

representingmorethan2percent.of

revenueinthatperiod.

For FY 2025, the Group had 28,141

activeclients(FY2024:28,863),with

an Average Revenue Per User (“ARPU”)

of USD 1,746(FY2024:USD1,737).

The Group also managed to bring

13,579newclientsontotheTrading

PlatforminFY2025(FY2024:13,632)

at a Client Acquisition Cost (“CAC”)

ofUSD695perclient(FY2024:USD

401perclient).

Client loyalty is also important to the

businessoftheGroupwithmorethan

68percent.ofrevenuein2025being

derivedfromclientswhohavebeenon

theplatformformorethanthreeyears.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202518

Strategic Report

Markets

The Group has an internationally

diversifiedrevenuemodelwithclients

registeredfrommorethan30countries.

It offers its services to clients through

tworegulatedsubsidiaries,being:(1)

FormulaInvestmentHouseLtd.(“FIH”),

established in the British Virgin Islands

(“BVI”)andauthorisedbytheFinancial

Services Commission in the BVI (“BVI

FSC”);and(2)iCFDLtd.(“iCFD”),

established in Cyprus and authorised

as a Cyprus Investment Firm (“CIF”)by

the Cyprus Securities and Exchange

Commission (“CySEC”).

iCFD primarily accepts clients from

withintheEEApursuanttopassporting

arrangements under the EU’s Markets

in Financial Instruments Directive

2014/65/EU(“MiFID II”),andina

number of jurisdictions outside of the

EEA, customers are onboarded by FIH

byutilisingreversesolicitationrules.

FIH operates through an ancillary

services branch in Greece and a

subsidiaryinCyprus,withsupport

operations outsourced to service

providers, freelancers and consultants

locatedinotherjurisdictions.

(a) East Asia

East Asia is the Group’s largest

geographical market by revenue,

representingUSD18.7 million or

38.1percent.oftrading income in

FY2025.TheGroupconsidersEast

Asia,notablyJapan(34.1percent.of

revenue),tobeitscoremarket.The

Board believes that the Asian market

continues to represent an attractive

opportunity for the Group driven

bygrowthofthemiddleclass,wide

adoption and usage of mobile devices

and availability of online payment

solutions and the strength of the

Group’sbrand.

(b) Middle East and Africa

The Group’s operations in the Middle

East and Africa region represented USD

14.7millionor29.8percent.oftrading

incomeinFY2025.Asthisregion’s

increasing population, especially in

developing Gulf Cooperation Council

countries, becomes more exposed to

financialtrading,theGroupisseeing

increased demand for its services and is

planningtoapplyforalicenceintheUAE.

The South Asia region contributed USD

9.4 million or 19.1percent.oftrading

incomeinFY2025,withIndiabeingthe

mostprominentcountry.Asatthedate

of this Annual Report, India does not

havealegalframeworkthatfacilitates

the trading of CFDs by investment

firmsonshore.

(d) Latin America

ClientswithinLatinAmericaaccounted

forUSD4.4millionor9percent.of

tradingincomeinFY2025.

(e) Europe

Revenue from clients in Europe

accountedforUSD1.9millionor

3.9percent.oftradingincomeinFY

2025.TheGroupbelievesthatina

highly competitive and evolved market

suchasEurope,whichisalsohighly

regulated, size and reliability play a

pivotal role in the ability to succeed in

the market and therefore the Group

intends to invest considerably in

brandawarenesswhichwillassistin

thegrowthoftheGroup’sEuropean

operations.

Business Model continued

Dividends and dividend policy

The Company is a cash generative

businesswhichhashistoricallypaid

significantdividendstoshareholders.

Goingforward,theBoardiscommitted

to maintaining an optimal capital

structurewhichwilldeliversustainable

returnstoshareholderswhilstensuring

that adequate capital resources are

availableforbusinessgrowthand

investmentopportunities.

The current intention is to maintain a

progressive dividend policy, and the

dividend for FY 2026 is expected to

besetatapproximately50percent.

ofAdjustedNetProfits (as opposed

to the typical historical level of a

significantportionofprofits).As part

of our commitment to shareholder

returns, the Board proposes a dividend

of USD0.055 pershare,reflecting

FY 2025 performance and the timing of

Admission.

The ability of the Company to pay

dividends is dependent on a number of

factors and there is no assurance that

theCompanywillpaydividendsor,if

adividendispaid,whattheamountof

suchdividendwillbe.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 19

Strategic Report

Strategic Priorities

The Group’s strategy leverages the

strong foundations built to date and

intendstoaccelerateorganicgrowth

through investment in marketing to

attractnewclientsinexistingmarkets

andaccessnewmarketsbyapplying

fornewregulatorylicencesand/or

expandingintonewjurisdictions.In

order to make the Trading Platform

moreattractive,theGroupwill

also focus on customer journey

enhancement and continue to evolve

theproductsthatitoffers.

Attracting new clients in

existing markets

The Group’s marketing strategy is

focused on investing in targeted and

cost-effective marketing initiatives

acrossmultipleadvertisingchannels.

This includes creating different online

marketingcampaignsandworking

withavarietyofpublishersand

communication channels to engage

prospectiveclients.

Newclientsaretargetedthrougha

combination of marketing mediums,

including search engine marketing,

affiliates,directmedia,socialmedia

andintroducingbrokers.However,

approximately65percent.of

prospective clients generated in 2025

through these mediums are through

searchenginemarketingandaffiliates,

whichisthecorestrategyoftheGroup.

The search-engine optimisation team

triestoincreaseengagementwith

prospective clients through positioning

theGroup’swebsitestorankhigheron

asearchengineresultspage(“SERP”)

sothatitswebsitesgainmoretraffic.

The Group’s direct marketing team

approachesvariouswebsitesand

buys space on them to advertise its

productsandservices.Inaddition,

the Group’s search engine marketing

departmentworkswithsearchengines

such as Google to buy advertising

throughsponsoredlinks.

TheGroupalsoengageswithaffiliates

whomanagetheirownwebsitesthat

provideinterestingcontentwhichhelps

drivetraffictotheGroup’swebsitesin

exchangeforcommission.TheGroup

intends to increase its spending on

affiliates, online marketing campaigns

and branding to enhance its position

in the CFD market and to attract

newclientstotheTradingPlatform.

During 2025, the Group signed two

sponsorshipdealswithprominent

footballclubs–LechPoznanfrom

Poland and Ferencvarosi from

Hungary andreneweditssponsorship

dealwithPSVEindhovenfromthe

Netherlands – to display the Group’s

logo on the teams’ attire and on the

electronic board in the teams’ stadiums,

in order to increase the brand’s visibility

andrecognition.ThedealswithLech

Poznan and PSV Eindhoven continue

untilJune2026whilethedealwith

FerencvarosiwillcontinueuntilJuly

2026, and the Group is currently

evaluatingthem.

The effectiveness of the marketing

spend is demonstrated by the

consistentprofitabilityandcash

generation of the Group in recent years,

withanAdjustedEBITDAmarginof17

percent.inFY2023,19percent.inFY

2024 and 8.8percent.inFY2025.

The Group also intends to explore the

diversificationofitsproductofferingto

attractnewclientpopulationsthatare

not interested in trading CFDs and may

beattractedtootherfinancialproducts

whichmaybeofferedontheGroup’s

tradingplatform.

Increasing the longevity of the

Group’s active clients

The Group had 28,141 active clients

duringFY2025.

The Group intends to invest in its

Trading Platform to enhance user

experience and the breadth of its

offering so as to improve retention

anddriveengagement.Thisimproved

experiencewillincludecontinuing

to improve the Group’s product

offering (through further investment

in, for example, automation and AI

technology)andengagingactiveclients

withinsighttoencouragetrading

activity.

The Group also intends to devote

timeandinvestmentinnewbanking

relations and payment solutions to

reduce operating costs and improve

theuserexperienceforactiveclients.

Accessing new markets

The Board believes that there is

significantopportunityforexpansion

intomarketsinwhichtheGroupdoes

notpresentlyoperate.TheGroup

iswellpositionedtoenterintonew

geographiesusingtheFIHlicence.Key

success factors include marketing

spend, adaptation of the customer

interfacewithdifferinglanguages

and payment solutions and brand

recognition.

TheCompanywillevaluatenewlicence

applications based on the commercial

opportunity.TheseincludetheUAE,

ChileAustralia,Malaysia,NewZealand,

thePhilippinesandtheUnitedKingdom.

Seeking strategic M&A

opportunities

The CFD broker universe is highly

fragmented across many geographical

marketsandproducts.TheGroupmay

seek bolt-on acquisitions that offer

complementary technologies, products

orgeographies.

TheBoardbelievesthatwellmanaged

listedCFDprovidersbenefitfromscale

and brand recognition and, accordingly,

they believe that the Company’s recent

listingontheMainMarketwillhelpthe

Groupachieveitsgrowthambitions.

The Group has a focused plan to continue to grow revenue

and profitability.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202520

Strategic ReportStrategic Report

IFOREXFinancialTradingHoldingsLtd.AnnualReportandAccounts202520

TheGroupusescertainnon‑IFRSfinancialmeasures

tomonitorandmanagefinancialperformance.These

alternativeperformancemeasures(“APMs”)arenot

calculatedinaccordancewithIFRSandthereareno

generally accepted accounting principles governing their

calculation.Thecriteriauponwhichtheyarebasedcanvary

fromcompanytocompanyandsuchAPMsareunaudited.

The Directors consider these APMs to be useful in providing

a better understanding of the trading performance of

theGroup.SuchAPMsbythemselvesdonotprovidea

sufficientbasistocomparetheGroup’sperformancewith

that of other companies and should not be considered in

isolation, or as a substitute for, or as an alternative to, any

othermeasuresofperformanceunderIFRS.

(A)denotesanAPM.ReconciliationsofAdjusted EBITDA

and Adjusted EBITDA Margin to their most directly

reconcilable statutory line items can be found in the

section entitled “Alternative Performance Measures

(“APMs”)”onpage 23ofthisAnnualReport.

Trading income (revenue)

USD 49.1

million

(FY 2024: USD 50.1 million)

How it is measured

Tradingincome(revenue)comprisesrevenue

generatedfromtradingfees(whichincludes

spreadsandovernightfinancingcharges),

andrevenuegeneratedfrompositionprofit/

loss (comprising gains offset by losses on the

residual net exposure created by the clients’

tradingactivity).

Open client positions are carried at fair value

throughprofitorloss,withgainsorlosses

arising from these valuations recognised as

tradingincome,aswellasgainsorlosses

realisedonpositionsthathaveclosed.

Trading income is accounted for under the

provisions of IFRS 9, at fair value in accordance

withIFRS13,FairValueMeasurements,

as the Company is a broker-dealer, and its

operationsarebasedongeneratingprofits

from variation in price of broker-traders’ margin

and fair value adjustments of client trading

positions on currencies, commodities, indices,

cryptocurrencies, stocks and exchange traded

funds.

Why it is important

Tradingincome(whichconstitutestheGroup’s

revenue)isaprimarymeasureoftheGroup’s

commercialactivityandthebusiness’growth.

Adjusted EBITDA

(A)

USD 4.3

million

(FY 2024: USD 9.7 million)

How it is measured

AdjustedEBITDAiscalculatedasprofitfrom

operations before interest, taxes, depreciation

and amortisation, and excluding the impact

of employee share-based compensation and

otherexceptionalcosts(whichincludecosts

associatedwithAdmission).

Why it is important

Adjusted EBITDA is used by the Group to

monitor and manage the Group’s underlying

operating performance, removing the

effectsoffinancingcosts,tax,depreciation

and amortisation, employee share-based

compensation and other exceptional costs

(whichincludecostsassociatedwith

Admission).TheDirectorsconsiderittobea

useful indicator of the trading performance of

theGroup.

Adjusted EBITDA margin

(A)

8.8%

(FY 2024: 19%)

How it is measured

Adjusted EBITDA margin is calculated

as Adjusted EBITDA divided by revenue,

expressedasapercentage.

Why it is important

Adjusted EBITDA margin provides a measure

oftheGroup’soperationalefficiencyand

profitabilityrelativetoitsrevenue.The

Directors consider it to be a useful tool for

tracking the Group’s progress in improving

profitabilityandtheleveragingoftheGroup’s

operationalassetsovertime.

Adjusted Net Profits

(A)

USD 1.6

million

(FY 2024: USD 5.9 million)

How it is measured

AdjustedNetProfitsiscalculatedasprofitafter

tax, adjusted to exclude employee share-based

compensation costs and other exceptional

costs(whichincludecostsassociatedwith

Admission).

Why it is important

AdjustedNetProfitsisusedbytheGroupto

monitor and manage the Group’s underlying

profitability,removingtheeffectsofemployee

share-based compensation costs and other

exceptionalcosts(whichincludecosts

associatedwithAdmission).TheDirectors

consider it to be a useful indicator of the

financialperformanceoftheGroup.

Financial KPIs

Key Performance Indicators

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 21

Strategic Report

Numberof Active Clients

28,141

(FY 2024: 28,863)

How it is measured

An Active Client is aclientwhomakesatleast

one trade using real money on the Group’s

tradingplatformintherelevantperiod.

Why it is important

The number of Active Clients is a key driver

oftheGroup’srevenueandprofitability,as

the Group’s three principal revenue streams

(dealing spreads, overnight premiums and

gainsorlossesonclienttradingpositions)

are principally driven by the number of

ActiveClients(aswellasthecorresponding

transactionvolumesofthoseActiveClients).

Monitoring the Active Client base enables

the Directors to assess the effectiveness of

the Group’s client acquisition and retention

strategies and to track the commercial

momentumofthebusiness.

Average Revenue Per User (“ARPU”)

USD 1,746

(FY 2024: USD 1,737)

How it is measured

Average Revenue Per User (“ARPU”)is

calculatedastotaltradingincome(revenue)

for the relevant period divided by the number of

ActiveClientsinthatperiod.

Why it is important

ARPU measures the average trading income

generated per Active Client during a given

period.TheDirectorsconsiderARPUtobe

a useful indicator of the effectiveness of

the Group’s client acquisition and retention

strategies, the quality and engagement of the

Group’s client base, and the Group’s ability to

generaterevenuefromeachActiveClient.

Number of New Clients

13,579

(FY 2024: 13,632)

How it is measured

ANewClientisaclientwhohasdepositedreal

moneyintohisorherownaccountforthefirst

timeintherelevantfinancialperiod.

Why it is important

ThenumberofNewClientsisakeyindicator

oftheGroup’sgrowthtrajectoryandthe

effectiveness of its marketing and client

acquisitionactivities.Sustainedgrowthinthe

NewClient base is essential to driving increases

in the Group’s total Active Client base and, in

turn,itsrevenueandprofitabilityovertime.

Client Acquisition Cost (“CAC”)

USD 695

(FY 2024: USD 401)

How it is measured

ClientAcquisitionCost(“CAC”)iscalculatedas

total marketing expenditure, including costs

ofmedia,feesandcommissionstoaffiliates

and introducing brokers, but excluding

sponsorship costs, salaries and related costs

to marketing and sales employees, borne by

the Group in the relevant period, divided by the

numberofNewClientsacquiredinthatperiod.

Why it is important

CAC measures the average cost incurred by

theGroupinacquiringeachNewClientand

is considered by the Directors to be a key

indicatoroftheefficiencyandeffectivenessof

the Group’s marketing and client acquisition

activitiesandexpenditure.

System uptime

99.985

(FY 2024: 99.965)

How it is measured

System uptime is measured as the percentage

of trading hours during a given period

(excludingplannedmaintenancewindows)

inwhichclientsareabletoaccessorusethe

Group’stradingplatform.Errorsorfailurein

any of the functionality of the trading platform

that does not affect the ability to trade the

Group’sproductsorinabilityofaspecific

client population does not count as system

downtime.

Why it is important

The Directors consider system uptime to be

a key indicator of the operational resilience

and reliability of the Group’s technology

infrastructure.Theefficientanduninterrupted

operationofthesystemsandnetworks

onwhichtheGroupreliesandtheGroup’s

abilitytoprovideclientswithreliable,real‑

time access to its products and services is

essentialtothesuccessofitsbusiness.

Non-Financial KPIs

Key Performance Indicators continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202522

Strategic Report

While 2025 financial performance reflected variable market conditions

and strategic investment associated with our public market transition,

the operational enhancements implemented across the Group and our

strengthened balance sheet have positioned iFOREX with greater scalability

and flexibility entering FY26.

FY 2025 Performance Overview

FY 2025 was a year of two distinct halves for the Group. The first half of FY 2025

(“H1 2025”) delivered strong revenue growth compared to H1 2024, driven by a

material increase in market volatility. Two significant macroeconomic events were

particularly impactful: in February 2025, statements by President Donald J. Trump

legitimising cryptocurrencies and their potential use as a recognised means of

payment resulted in increased trading activity and higher revenues across the

cryptocurrency asset class, which resulted in higher dealing spread revenues;

and in April 2025, the declaration of “Liberation Day” tariff measures generated

further heightened market volatility and a sharp rise in revenues. H1 2025 revenues

amounted to USD 27.6 million, compared to USD 22.6 million in H1 2024, an

increase of approximately 22 per cent.

During the second half of FY 2025 performance was impacted by lower global

market volatility, and as a result, reduced trading activity. The delay of the Group’s

Admission to the London Stock Exchange, which was initially planned to take place

in June 2025, created disruption including an increase in marketing spend in the

prior months not benefitting from brand recognition and public profile associated

with being a listed company. In addition, a short-term revenue initiative implemented

in response to the low volatility environment proved ineffective and was promptly

reversed. As a result, full year FY 2025 revenue was USD 49.1 million, broadly in

line with FY 2024 revenue of USD 50.1 million. Adjusted EBITDA for FY 2025 is

USD4.3 million (FY 2024: USD 9.7 million). The Group’s balance sheet remains

strong with a net cash balance as at 31 December 2025 of USD 6.2 million and

nodebt.

Summary Consolidated Income Statement

The table below summarises the Group’s consolidated results of operations for the

three financial years ended 31 December 2025:

FY 2025

(audited)

FY 2024

(audited)

Trading Income (Revenue) 49.1 50.1

Selling and Marketing Expenses

(42.5)

(35.9)

Administrative and General Expenses

(10.8)

(6.6)

Profit / (Loss) from Operations

(4.2)

7.6

Finance Income 1.5 0.3

Finance Expense (0.5) (1.9)

Net Finance (Expense) / Income 1.0 (1.6)

Profit / (Loss) Before Tax

(3.2)

6.0

Tax on Income 0.3 (0.9)

Profit / (Loss) for the Period

(2.8)

5.1

Attributable to owners of parent

(2.0)

3.9

Attributable to non-controlling int.

(0 .8)

1.2

FX Translation Difference

(0.6)

(0.5)

Total Comprehensive Income / (Loss)

(3.4)

4.6

Trading Income (Revenue)

Trading income decreased by

USD 1 million (2.0 per cent.) to

USD 49.1 million in FY 2025 (FY 2024:

USD 50.1 million). The reduction was

modest and reflects broadly stable

client trading activity, with lower

average spread revenue. The overall

performance demonstrates resilience

in the Group’s core business.

Revenue by geography

$m FY 2025 FY 2024

Middle East and

Africa

14.7 15.1

South Asia 9.4 8.4

East Asia

18.7 19.6

Europe 1.9 2.6

Latin America 4.4 4.4

Total Revenue 49.1 50.1

Asia (Rest) remained the largest

region at USD 18.7 million, broadly

stable year-on-year (FY 2024: USD

19.6 million). South Asia grew to USD

9.4 million (FY 2024: USD 8.4 million),

reflecting improved client acquisition.

The Middle East and Africa were

broadly stable at USD14.7 million

(FY 2024: USD15.1million). Europe

declined to USD 1.9 million (FY 2024:

USD2.6million), reflecting the Group’s

limited EEA-regulated client base.

Latin America was broadly flat at

USD 4.4 million.

Selling and Marketing Expenses

Selling and marketing expenses increased

by USD 6.6 million (18.2 per cent.) to

USD42.5 million in FY 2025 (FY 2024:

USD 35.9 million). Three items account for

most of the increase:

First, media expenses increased by

USD 4.0 million to USD 9.4 million

(FY 2024: USD 5.5 million). Approximately

USD 3.5 million of cash marketing

expenditure was deployed in the European

Financial Review

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 23

Strategic Report

market ahead of Admission. This spend

was front-loaded in anticipation of the

benefits of a listed company status;

however, the delay in Admission meant

the Group did not enjoy the expected uplift

during the period in which these costs

were recognised.

Second, non-cash share-based

compensation (“SBC”) charges

of USD0.5 million were allocated

to this line in FY 2025 (FY 2024:

USD 0.1 million), arising from the

vesting of awards under the 2024

Share Incentive Plan. This cost is

non-cash and is added back in the

Adjusted EBITDA calculations.

Third, R&D and technology costs rose

to USD 10.9 million (FY 2024: USD

8.2 million). The increase reflects two

distinct items: non-cash SBC charges

of USD 1.1 million allocated to this line

under the 2024 Share Incentive Plan

which is also non-cash and added back

in the Adjusted EBITDA calculations; and

c USD 0.8 million of Admission-related

expenses allocated to I For Fintech Ltd.

(“IFF”), the Group’s Israeli technology

subsidiary, in connection with the listing

process.

Administrative and General

Expenses

Administrative and general expenses

increased by USD 4.4 million to

USD 10.8 million in FY 2025 (FY 2024:

USD 6.6 million).

First, USD 3.3 million of Admission-

related expenses were recognised

within this line in FY 2025, comprising

legal, advisory and professional

costs directly attributable to the

listing process. Thiscompares to

USD 1.3 million of Admission costs in

FY 2024. These costs are classified as

adjusted one-time exceptional items.

Second, non-cash SBC charges of USD 2.2 million were allocated to this line

(FY 2024: USD 0.2 million), arising from the 2024 Share Incentive Plan. This cost is

non-cash and is added back in the Adjusted EBITDA calculations.

Profit / (Loss) from Operations

The Group recorded a loss from operations of USD 4.2 million in FY 2025 (FY

2024: profit of USD 7.6 million), a swing of USD 11.8 million. This is explained

by three major factors: (i) the USD 3.7 million increase in non-cash SBC charges

(from USD 0.4 million to USD 4.0 million) allocated across selling & marketing

and G&A; (ii) approximately USD 3.5 million of European marketing spend

front-loaded ahead of Admission without the anticipated revenue benefit due

to the delay in the IPO; and (iii) USD 4.1 million of Admission-related costs

recognised in G&A and technology expenses. The modest USD 1.0 million

revenue decline was a secondary factor.

Net Finance Income / (Expense)

Net finance income of USD 1.0 million was recorded in FY 2025 (FY 2024: net expense

of USD 1.6 million), a positive swing of USD 2.6 million. This was primarily driven

by a net foreign exchange gain of USD 1.4 million (FY 2024: loss of USD 1.3 million),

reflecting the depreciation of the US dollar against the Euro and NIS during FY 2025,

which benefited the Group’s predominantly foreign currency-denominated assets on its

statement of financial position.

Taxes on Income

A tax credit of USD 0.3 million was recognised in FY 2025 (FY 2024: tax charge of

USD 0.9 million), reflecting the Group’s loss position and its tax structure under the

Israeli Preferred Technological Enterprise (“PTE”) regime, which applies a reduced

rate of 12 per cent. on qualifying income. The tax credit principally arises from the

deferred tax benefit on the loss recorded in FY 2025.

Alternative Performance Measures (“APMs”)

The Group uses certain non-IFRS financial measures to assess and communicate

its underlying financial performance. These APMs are not defined under IFRS

and should not be considered as alternatives to, or more meaningful than, the

equivalent IFRS measures. The principal APMs are Adjusted EBITDA, Adjusted

EBITDA Margin and Adjusted Net Profit. Adjusted EBITDA and Adjusted EBITDA

Margin are each defined and reconciled to the nearest IFRS measure below.

Refer to the section entitled “Financial KPIs” on page 20 of this Annual Report for

additional information and definitions.

$m FY 2025 FY 2024

Profit / (Loss) from Operations (IFRS)

(4.2)

7.6

Depreciation & Amortisation 0.7 0.6

EBITDA

(3.5)

8.2

Share-Based Payments

3.7

0.3

Other Exceptional Costs (IPO-related) 4.1 1.3

Adjusted EBITDA 4.3 9.7

Adjusted EBITDA Margin 8.8% 19.4%

Financial Review continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202524

Strategic Report

Adjusted EBITDA declined to USD 4.3 million in FY 2025 (FY 2024: USD 9.7 million).

The reduction reflects two main factors: first, the IPO delay created disruption

including the increased marketing spend in prior months not benefiting from being

a listed company; and second, revenues decreased by USD 1.0 million. As also

seen in weaker peer performance, the 3rd quarter saw very low global market

volatility; considering the low market volatility, the Company implemented a short-

term revenue initiative which was ineffective and it was promptly reversed.

Balance Sheet / Financial Position

$m 31 Dec 2025 31 Dec 2024

Total Non-Current Assets

2.3 2.3

Total Current Assets

13.6 17.8

TOTAL ASSETS 15.9

20.1

Total Current Liabilities 4.3

8.7

Total Non-Current Liabilities 1.2

1.4

TOTAL LIABILITIES 5.5

10.1

NET ASSETS

10.3

10.0

Financial Review continued

Net Assets and Equity

Net assets were broadly stable at

USD 10.3 million at 31 December 2025

(FY 2024: USD 10.0 million), despite the

loss for the period of USD 2.8 million.

This stability reflects the recognition of

USD 3.7 million of SBC charges within

equity (reserve for transactions with

non-controlling interests) during FY 2025,

largely offsetting the retained earnings

reduction. Retained earnings reduced to

USD 6.4 million (FY 2024: USD 8.4 million).

Cash and Liquidity

Cash and cash equivalents decreased

to USD 6.2 million at 31 December

2025 (FY 2024:USD 8.6 million).

The USD 2.4 million net reduction

reflects positive operating cash

generation of USD 3.6 million, offset by

financing outflows of USD 6.5 million

comprising dividend payments of

USD 5.9 million and lease repayments

of USD 0.4 million. Investing outflows

were minimal at USD 0.1 million.

Working Capital

Trade receivables decreased to USD

7.4 million (FY 2024: USD 9.2 million),

reflecting improved client settlements.

Trade and other payables fell

materially to USD 3.9million

(FY2024: USD 8.3 million) as the

outstanding dividend balance accrued

at year-end 2024 was settled in

April 2025.

Debt and Leverage

The Group carries no external financial

debt across all periods presented.

Liabilities comprise trade and other

payables and IFRS 16 lease liabilities

only. Total lease liabilities were

USD 1.6 million at 31 December 2025

(FY 2024: USD 1.7 million; FY 2023:

USD 1.9 million), in respect of office

leases in Herzliya, Limassol and Athens.

TheGroup is ungeared for financial

debt purposes across all three years.

Capital Allocation, Dividend

Policy and Outlook

Capital Allocation

The Board is committed to

maintaining an optimal capital

structure that delivers sustainable

returns to Shareholders while

retaining adequate capital for

business growth. The Group’s asset-

light model requires limited capital

expenditure (FY 2025:USD 0.2 million;

FY2024:USD 0.1 million). Capital

buffers are maintained in excess

of minimum regulatory capital

requirements in Cyprus (CySEC) and

the BVI (FSC).

Dividend Policy and History

The Group has a track record of

distributing substantially all free cash

flow as dividends. In FY 2025, dividends

paid totalled USD 5.9 million, representing

the settlement of the dividend declared in

January 2024 (partially paid in FY 2024).

No new dividend was declared during

FY 2025 by the Company in respect of

FY 2025. The Board intends to maintain

a progressive dividend policy; as part

of our commitment to shareholder

returns, the Board proposes a dividend

of USD 0.055 per share, reflecting FY

2025 performance and the timing of

Admission, and the dividend for FY 2026

is expected to be set at approximately

50 per cent. of Adjusted Net Profits.

Dividends are denominated in Pounds

Sterling.

Outlook

The Group enters FY 2026 with a

strengthened strategic position

following Admission. The elevated

cost base in FY 2025 reflects two

categories of non-recurring item: (i)the

USD 3.7 million non-cash SBC charge,

which will reduce as awards vest over

their multi-year schedule; and (ii) the

front-loaded European marketing

and Admission-related spend, neither

of which is expected to recur at the

same scale. The Board is focused

on converting investment in brand,

technology and people into sustainable

client and revenue growth, underpinned

by the Group’s diversified geographic

presence and proven platform.

Market conditions — particularly

global volatility across FX, equity and

cryptocurrency markets — will remain

the primary driver of near-term financial

performance.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 25

Strategic Report

Business Review

Performance by Geographic

Region

The Group’s two regulated operating

subsidiaries — Formula Investment

House Ltd. (“FIH”), licensed by the BVI

FSC, and iCFD Ltd. (“iCFD”), authorised

by CySEC — serve the Group’s

internationally diversified client base

across more than 30 countries. FIH

primarily serves clients in East Asia,

the Middle East and Africa, South

Asia and Latin America, while iCFD

primarily serves clients within the EEA

pursuant to passporting arrangements

under MiFID II.

East Asia remained the Group’s

largest geographic market in FY 2025.

Japan continues to be the Group’s

single most important country, and

the Board considers the East Asian

market to represent an attractive

ongoing opportunity, underpinned by

the continued growth of the middle

class, wide adoption of mobile devices

and the strength of the iFOREX brand

in the region.

Middle East and Africa are a region

of increasing strategic importance.

The Group continued to see growing

demand for its services as populations

in developing Gulf Cooperation Council

countries and beyond become more

exposed to financial trading. This

region was among the beneficiaries of

the heightened volatility in H1 2025.

South Asia remained an important

contributor to the Group’s revenue, with

India being the most prominent country

in the region. India does not currently

have a legal framework that facilitates

the onshore trading of CFDs by

investment firms, and the Group serves

Indian clients on a cross-border basis.

Latin America provided further

geographic diversification for the

Group’s revenue base during FY 2025.

Europe continued to develop as a

market for the Group. Revenue from

European clients reflects iCFD’s activity

across EEA member states. The Group

believes that its Admission to the Main

Market of the London Stock Exchange

will enhance its reputation and

transparency in the region, assisting it

in growing its European market share

over time.

Technology and Research &

Development

The Group continued to invest in

the development of its proprietary

technology platform throughout FY

2025, maintaining a team of more

than 60 software developers, IT

professionals, quality assurance

personnel and product specialists

across its R&D technology centres in

Israel and Romania. As the Group’s

Trading Platform is wholly owned and

self-managed, these investments

translate directly into product

improvements and agile development

cycles.

During FY 2025, the Group invested

in further automation software

and products in connection with

its onboarding, and implementing

self-activation processes to enable

efficient, scalable and fully automated

customer onboarding. In FY 2025,

35 per cent. of New Clients were

onboarded without any human

intervention (FY 2024: 37 per cent.),

and the Group aims to increase this

proportion further through continued

investment in automated onboarding

technology and improvements to the

user experience.

The Group uses artificial intelligence

tools to support the development of

its internal systems and to perform

tasks including transcription and

routine code generation. The Group

has implemented an internal AI policy

governing the use of such tools by its

employees. The Group does not own

any AI technology itself but intends

to continue integrating AI capabilities

into its platform to enhance the client’s

trading experience, as well as process

efficiency, personalisation and risk

monitoring.

The Group’s Israeli subsidiary, I For

Fintech Ltd. (“IFF”), was approved by

the Israeli Tax Authority as a “Preferred

Technological Enterprise”, which allows

the company to enjoy a reduced

corporate tax rate of 12 per cent. on

qualifying income. Maintaining this

status requires the Group to continue

its research and development activities.

The Group intends to continue meeting

these conditions.

Likely Future Developments

The Group’s strategy for the coming

year is focused on three principal areas:

growing its active client base in existing

markets through increased marketing

investment and leveraging the

increased brand recognition stemming

from the London IPO; accessing new

geographies through new regulatory

licence applications; and enhancing

the Trading Platform to improve client

acquisition, retention and engagement.

In terms of geographic expansion, the

Group intends to apply for a regulatory

licence in the UAE, and will evaluate

further licence applications based on

commercial opportunity in jurisdictions

including Chile, Australia, Malaysia,

New Zealand, the Philippines and the

United Kingdom. The Group is also

Our continued investment in proprietary technology, AI-

enabled functionality and operational efficiency strengthened

the Group’s ability to scale more effectively, improve client

experience and support future market expansion.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202526

Strategic Report

well positioned to consider selective

bolt-on acquisitions where these offer

complementary technologies, products

or access to new geographies.

Platform development priorities

include further investment in

automated onboarding, AI-enabled risk

management, and new banking and

payment solutions to reduce operating

costs and improve the user experience.

The Board is confident in the Group’s

prospects and its ability to leverage

the benefits of being a publicly listed

company to support its next phase of

growth.

Post-Period Events

On 25 February 2026, iFOREX Financial

Trading Holdings Ltd. was admitted

to the equity shares (commercial

companies) category of the FCA’s

Official List and its shares commenced

trading on the Main Market of the

London Stock Exchange. The IPO

comprised an offer of 4,487,179 new

ordinary shares at GBP 195 pence

per share. Following Admission, the

Company’s founder, Mr. Eyal Carmon,

holds approximately 58.9 per cent. of

the issued share capital. Admission

represents a significant milestone

in the Group’s development, and

the Board believes it will enhance

the Group’s public profile and brand

awareness, provide access to further

capital and new long-term shareholders,

and assist in the incentivisation and

retention of management and key

employees.

Business Review continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 27

Strategic Report

Risk Management, Principal Risks and Uncertainties

Risk management framework

The Board is committed to maintaining

a robust and transparent approach to

the management of risk across the

Group. The Group’s business activities

create financial market exposure

and trading risks, and the Group

has adopted a comprehensive risk

management framework designed to

identify, monitor, manage and limit that

exposure. While it is not possible to

eliminate risks entirely, the Group’s risk

management framework, which is kept

under regular review and enhanced

where appropriate, is intended to

provide reasonable (albeit not absolute)

assurance that the Group’s principal

risks are being identified and managed

effectively, in support of the delivery of

the Group’s strategic objectives and in

accordance with the expectations of its

regulators.

(a) Risk governance and oversight

The Directors are ultimately responsible

for risk management and oversee the

Group’s risk policies, procedures and

risk assessments. TheBoard sets

the overall risk strategy, determines

the Group’s risk appetite (including

the nature and extent of the principal

risks it is willing to accept in pursuit

of the Group’s strategic objectives),

and satisfies itself that appropriate

systems of internal control are

maintained across the Group.

Following the Company’s Admission,

risk is a standing agenda item at Board

meetings, with a formal review of risk

undertaken on a six-monthly basis.

This ensures that the Board retains an

active and ongoing understanding of

the Group’s principal risk exposures

and of the effectiveness of the controls

and mitigations in place.

Since Admission in February 2026, the

Board is supported in this work by the

Audit Committee, which is responsible

for reviewing and monitoring the

Company’s risk management and

internal control framework (covering

all material controls, including

financial, operational, reporting and

compliance controls), monitoring

and reviewing the effectiveness of

internal audit arrangements, and

reviewing and approving statements on

internal control and risk management,

including the assessment of principal

and emerging risks and the viability

statement, prior to Board endorsement.

In doing so, the Committee reviews

assurance reports from management

and from the internal audits of the

Company’s subsidiaries, the external

auditor and others on the operational

effectiveness of risk and control

matters, satisfying itself that sources

it has reviewed are sufficient and

objective to enable the Board to

satisfy itself that they are operating

effectively. The Committee also

considers major findings from internal

investigations into risk and control

weaknesses, fraud, or misconduct, and

management’s response, and whether

any such failings or weaknesses

are significant and therefore require

disclosure. Additionally, the Audit

Committee reviews the timeliness of

corrective action taken in response

to material external or internal audit

recommendations, and reviews

management’s assessment and

reporting of the effectiveness of

internal financial controls over financial

reporting, as well as the external

auditor’s reports on this.

The Group also has dedicated oversight

from a highly experienced risk

management committee which plays

a central role in calibrating the Group’s

exposure limits (including thresholds

placed on the Group’s exposure to

individual instruments or asset classes)

and in reviewing and approving the

Group’s risk management policies and

procedures.

Additionally, the Group also has

dedicated operation teams in Israel

and Cyprus comprising experienced

analysts and dealers who have

developed an expertise in monitoring

market risk, identifying and reacting

to evolving risk indicators over

many years. This risk management

team implements the policies and

procedures established by the risk

management committee, and its roles

include the monitoring of suspicious

trading on behalf of the Group, with

automated alerts being provided to the

team on a real-time basis. Theteam

reports to the Directors at least

quarterly.

(b) Key components of the risk

management framework

The Group’s risk management

framework comprises two key

components: (i) the Group’s

proprietary Trading Platform and

SCMM; and (ii)regular compliance

risk assessments and monitoring of

identified areas of risk by the Group’s

risk and compliance team.

(i) The Trading Platform

The Group’s Trading Platform matches

long, and short positions taken by the

Group’s clients, thereby minimising the

Group’s exposure from those positions.

The Group’s proprietary Trading

Platform and SCMM produce real-time

reports on total and net exposure in

each asset, asset class and in the

aggregate, irregular trading activity,

suspicious activities and other risks,

The Board is committed to maintaining a robust and transparent

approach to the management of risk across the Group

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202528

Strategic Report

and includes an alert system that

notifies the risk, back office and

compliance teams in the event certain

risks are identified (for example, if the

Group’s net exposure in a specific asset

class exceeds the threshold set by the

risk committee).

The Trading Platform also implements

mitigation tools, such as: implementing

dynamic spreads and increasing

margin requirements; denial of trades

and removal of relevant CFDs from

the Trading Platform; and restricting

accounts considered to be undertaking

abusive client trading practices.

Additionally, the Trading Platform

enforces exposure limits placed

on individual clients (automatically

ceasing to accept trades from the

relevant individual if a threshold is

exceeded) and alerts the Group’s risk

management team when exposure

thresholds placed by the Group

(whether on its exposure to individual

instruments or to asset classes) are

breached. Such Group exposure

thresholds are set following a review

by the risk management committee

according to, amongst other things,

the asset class of the underlying

instrument (for example, currencies,

stocks or ETFs), size and liquidity of

the underlying instrument and beta

(volatility) of the underlying instrument.

When the risk management team

receives alerts such as these from the

Trading Platform, they have a range

of risk management tools at their

disposal in order to bring exposure

levels back to within the predetermined

thresholds, including increasing

spreads and/or overnight financing

fees, increasing margin requirements,

reducing maximum exposures on

specific instruments, implementing

restrictions of new positions being

opened, and suspending trading.

(ii) Compliance risk assessments and

monitoring

The Group has implemented a

comprehensive compliance risk

assessment and monitoring program

which aims to assist the compliance

and risk team in performing their duties

and responsibilities. This program

strives to identify opportunities for

improvements and efficiencies in the

Company’s operational and business

practices by adopting a risk-based

approach to determine the level of

controls and monitoring required.

In addition to the monitoring of

transaction activity, this program also

deals with the Group’s onboarding

processes, including KYC and

due diligence, ongoing review and

sanctions handling.

Areas frequently assessed and

monitored include client complaints,

marketing communications to

clients, delegated or outsourced

functions (such as call centres) and

appropriateness testing of clients.

For delegated or outsourced functions,

the Group ensures it has monitoring

rights over system access by the

relevant third parties and the ability

to audit third party compliance

with the underlying outsourcing

agreement, including through review

of call recordings and physical visits.

Monitoring of delegated or outsourced

functions is conducted on an ongoing

basis and whenever new outsourcing is

undertaken.

iCFD has implemented a specialised

risk management framework and

policy to operate within its CySEC

regulatory authorisation, with additional

monitoring focused on client protection,

including the content of risk warnings,

targeted marketing, restrictions on

monetary and non-monetary incentives

and client appropriateness tests.

FIH also maintains policies addressing

sanctions, anti-money laundering and

terrorist financing, recently updated in

response to regulatory feedback.

iCFD is required under applicable laws

and regulations to maintain adequate

capital and liquidity requirements to

meet the base capital requirement

of EUR 750,000. A capital plan for

iCFD has been implemented by

management which is reviewed

on an ongoing basis to ensure that

future capital needs are aligned with

its strategic plans. iCFD currently

maintains more capital than the

minimum (being an amount equal to

EUR 750,000) it is required to hold. In

addition to its EUR 750,000 minimum

capital requirement, iCFD must

maintain an additional buffer of EUR

2 million in accordance with the EU

Capital Requirements Regulation and

CySEC regulations on account of its

contractual agreement with FIH (given

FIH is an entity located in a non-EEA

country).

FIH is obliged to ensure that it

maintains its capital resources at a

level that is adequate to support its

business, taking into account the

nature, size, complexity, structure

and diversity of that business and its

risk profile and to maintain adequate

systems and controls to monitor

and assess its capital adequacy

requirements on an on-going basis.

Accordingly, the Group regularly

undertakes an internal capital

adequacy risk assessment process

which includes liquidity adequacy

assessments, stress testing, and

wind-down planning. As a result, FIH

maintains a regulatory capital of USD

3 million and an additional liquidity

cushion of at least USD 10 million.

The internal capital adequacy risk

assessment processes undertaken by

the Group ensure that adequate capital

and liquidity is maintained in both iCFD

and FIH to cover risks.

Risk Management, Principal Risks and Uncertainties continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 29

Strategic Report

Risk Management, Principal Risks and Uncertainties continued

Principal risks and

uncertainties

The Board, with assistance from its

Audit Committee, has carried out a

robust assessment of the emerging

and principal risks facing the Group,

and the principal risks and uncertainties

set out below represent those risks

that the Board considers could have a

material adverse effect on the Group’s

business model, future performance,

financial condition, results of operations,

solvency, liquidity, or reputation. These

risks are not exhaustive. Additional risks

and uncertainties that are not presently

known to the Board, or that the Board

currently considers to be immaterial,

may also adversely affect the Group’s

business and operations.

The Group operates a leveraged

retail and professional trading

platform, offering contracts for

difference (“CFDs”) across a range

of underlying asset classes. The

Group is authorised and regulated by

the Cyprus Securities and Exchange

Commission (“CySEC”) and the British

Virgin Islands Financial Services

Commission (“BVI FSC”). The Group’s

technology development and marketing

operations are principally conducted

from Israel. Thismulti-jurisdictional

structure means the Group is subject

to a complex and evolving regulatory

environment, and the Board has

particular regard to the risks arising

from the Group’s regulatory, operational,

and geopolitical profile when assessing

and managing risk.

The principal risks faced by the Group

are kept under continuous review by

senior management and the Board. The

risk register is reviewed and updated

on a regular basis to reflect changes

in the Group’s business model, market

environment, regulatory landscape,

and geopolitical context. Where

risks have increased or decreased in

significance during the year, this is

noted accordingly.

The Board is satisfied that the risk

management systems and internal

controls in place are appropriate for

the size and complexity of the Group’s

operations. Further details regarding the

Group’s approach to risk management

are set out in the Audit Committee

Report on pages 59 to 60 of this

AnnualReport.

Principal risk: Mitigation

(a) Regulatory and Licensing Risk

The Group is exposed to the risk of adverse regulatory action, changes in

applicable laws and regulations, and the loss or restriction of its regulatory

licences. The Group operates under a dual-regulatory structure, holding

licences from the BVI FSC and CySEC, and is required to comply with the

rules and requirements of each regulatory regime, including in relation to

product restrictions (such as ESMA-derived leverage limits applicable under

CySEC), conduct standards and reporting obligations. The withdrawal,

suspension or restriction of any licence or authorisation by any applicable

regulator could require the Group to cease or materially modify a significant

part of its operations. In addition, the implementation of (or any change

in) legal or regulatory requirements in any of the jurisdictions in which the

Group operates or in which its clients are based could adversely affect

client activity and require the Group to enhance its risk and compliance

capabilities, resulting in higher compliance costs, or to change the way

it organises its business or offers its products. Given the evolving and

sometimes ambiguous nature of the rules and regulations applicable to the

Group and its products, the Group may occasionally engage in activities

that, despite its internal assessment as being permissible, are deemed by

regulators, local courts or other relevant authorities as violating applicable

legislation. Any non-compliance could subject the Group to criminal

penalties, civil lawsuits, warning notices, fines and/or other sanctions, as

well as reputational damage. The Group’s strategy is also in part based upon

expanding into new jurisdictions and obtaining additional licences. Applying

for a new authorisation is a costly and time-consuming process and there is

no certainty that an application will be approved by the relevant regulator. In

many jurisdictions, in order to acquire an entity with an existing authorisation,

it is necessary to obtain the approval or consent of the local regulator. Any of

the foregoing could have a material adverse effect on the Group’s business,

prospects, financial condition and/or results of operations.

The Group has policies, controls and procedures in place

designed to ensure compliance with applicable laws

and regulations in each jurisdiction in which it operates.

The Group undertakes horizon scanning on an ongoing

basis, and at least twice per year, to identify and assess

potential legal, regulatory or policy changes that may

affect the Group’s business or operations. The Group has

obtained local legal advice from a number of jurisdictions

from which it accepts, or is open to accepting, clients in

order to assess whether it is necessary for the Group to

hold a licence to accept such clients and to understand

the legal and regulatory risks of accepting clients on

the basis of reverse solicitation. In connection with its

expansion strategy, the Group has undergone significant

changes since previous regulatory applications were

refused, including changes in ownership and personnel,

which the Board believes will strengthen the Group’s

position in future licence applications in the jurisdictions

in which it wishes to expand its business and operations.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202530

Strategic Report

Principal risk: Mitigation

(b) Geopolitical and Jurisdictional Risk

The Group is exposed to geopolitical and jurisdictional risk arising

from the location of its principal operations in Israel. The Group’s Non-

Executive Chairman, the Executive Directors and the majority of the

Company’s senior management operate from offices located in Israel.

Conditions in Israel, such as the 7 October 2023 attack by Hamas and

other terrorist organisations from the Gaza Strip and Israel’s subsequent

military operations, and the recent conflict between Iran and Israel

and the United States, may adversely affect the Group’s business, its

results of operations and its ability to raise additional funds. The Group’s

operational base in Israel creates exposure to regional geopolitical

instability, including armed conflict, regional escalation and the potential

mobilisation of staff for military reserve duty, as well as disruptions

to critical infrastructure. In addition, the Group faces reputational risk

associated with operating from a jurisdiction perceived as high-risk by

certain counterparties or regulators. There is also a risk that sanctions

or restrictions may be imposed that affect the Group’s ability to operate,

maintain banking relationships or transact internationally. Any of the

foregoing could have a material adverse effect on the Group’s business,

prospects, financial condition and/or results of operations.

The Group has policies and procedures in place, including

a business continuity plan, designed to ensure that

services can continue to be provided outside of Israel in

the event of disruption. The Group maintains the ability

to operate key functions remotely and from alternative

locations, and periodically tests its business continuity

arrangements. The Group continues to monitor on an

ongoing basis the potential implications of geopolitical

events on its operations, including the impact on staffing,

banking relationships and counterparty willingness to

transact with the Group.

The Group is exposed to the risk of losses arising from adverse movements

in the prices of underlying instruments (including equities, indices,

commodities, foreign exchange and cryptocurrencies) referenced in CFD

contracts offered to clients. Given the leveraged nature of CFDs, this risk is

amplified. The Group inherits risk from the positions its clients take within

markets which are subject to sudden or unpredictable changes. The Group

does not hedge client positions externally but instead matches short and

long positions internally, which may periodically result in the Group having

a net exposure in particular currencies, commodities and other financial

instruments. Sudden, sharp or sustained directional market movements,

or unexpected macroeconomic or geopolitical events, could significantly

increase these exposures and potentially lead to material losses for the

Group. In addition, the Group does not recover negative client balances and

the margin posted by clients may be insufficient to cover all their losses.

Anyof the foregoing could have a material adverse effect on the Group’s

business, prospects, financial condition and/or results of operations.

The Group has developed a proprietary risk management

system which matches short and long positions of its

clients and internally manages the residual net exposure

and minimises the Group’s gains/losses from clients’

positions. This proprietary risk management system also

monitors net exposures on each underlying asset offered

by the Group on the trading platform and an alert system

is triggered when the net exposure in any specific asset

or asset class exceeds the thresholds determined by

the risk management committee. If such net exposure

threshold is breached, the risk team will consider how

best to mitigate the exposure.

The Group also has in place a number of other risk

management techniques to enable it to match client

positions and manage any downside risk, including

actively monitoring price movements, varying spreads

in response to market movements, the use of overnight

fees, increasing margin requirements and imposing

exposure limits for clients and lower limits per asset.

Risk Management, Principal Risks and Uncertainties continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 31

Strategic Report

Principal risk: Mitigation

(d) Counterparty, Credit and Payment Processing Risk

The Group is exposed to the risk of client default or failure to meet

margin obligations, credit exposure to liquidity providers and banking

counterparties used in connection with its operational activities, and the

risk of disruption to, or failure of, its banking relationships and payment

processing arrangements. The Group also relies on third-party credit card

clearers, payment institutions, payment service providers and agents

to facilitate client deposits, and the Group credits the full amount of a

client’s transaction to the client’s account before funds may have been

received from the relevant provider, exposing the Group to the risk that

such provider fails to remit such funds. Client funds and the Group’s own

funds are held in accounts with banks and electronic money institutions,

the insolvency of which may result in the loss of such funds. Given the

nature of the Company’s business and the location of its operations, there

is a heightened risk of difficulty in establishing and maintaining banking

relationships and payment processing arrangements, as international

banks are increasingly cautious about providing services to CFD platforms

with offshore regulatory elements. There is also a risk that credit and

debit card issuing institutions may restrict the use of such cards to fund

CFD trading accounts, or that increased regulation of alternative payment

methods (such as e-wallets, wire transfers and cryptocurrency exchanges)

may reduce the availability of such methods, in either case potentially

reducing the ability of clients to open and fund accounts, reducing client

demand, or resulting in additional costs or delays in onboarding clients

from particular jurisdictions. Any of the foregoing could have a material

adverse effect on the Group’s business, prospects, financial condition and/

or results of operations.

The Group enforces real-time margin monitoring through

its proprietary risk management system, with automated

close-out procedures in place to liquidate client positions

when margin levels fall below pre-determined thresholds

set by the ‘Risk Manager’ module of the SCMM. The

Group also imposes maximum exposure limits on a per-

client and per-instrument basis. TheGroup’s client base

is diversified, with no individual client representing more

than 1.5 per cent. of revenue in FY2025, reducing the

concentration risk to any singleclient.

The Group mitigates the risk of third-party payment

service providers, credit card clearers and payment

institutions failing to remit funds, and the risk of

disruption to or loss of banking relationships, by

maintaining relationships with multiple providers across

a range of payment methods and utilising its proprietary

cashier system to optimise provider selection. The Group

actively monitors the creditworthiness and operational

reliability of its payment counterparties on an ongoing

basis. Client funds are held in segregated accounts in

accordance with applicable regulatory requirements,

and the Group diversifies the banking institutions and

electronic money institutions with which such funds

are held, conducting ongoing due diligence on such

institutions to reduce concentration risk. The Group

also maintains relationships with a number of banking

partners across multiple jurisdictions to mitigate the risk

of any single bank withdrawing its services.

(e) Conduct and Client Protection Risk

The Group is exposed to the risk of failing to meet conduct obligations

owed to retail and professional clients under CySEC rules (which

incorporate MiFID II obligations), including appropriateness assessments,

risk disclosures, marketing restrictions, negative balance protection

and the prohibition on inducements in certain client categories. The

BVI regime imposes different (typically lighter) conduct standards,

creating a risk that the appropriate regime is not applied to each client

cohort. As a routine part of its business, the Group occasionally receives

complaints from clients who are dissatisfied with certain aspects of the

Group’s terms of business, provision of service or customer handling, or

who have been affected by a system failure. The inability of the Group

to resolve client complaints, or the escalation of client complaints to

regulators, could result in negative publicity, fines and/or other regulatory

and/or legal action against the Group. A material number of client

complaints could result in the Group incurring significant costs, including

a requirement to pay a high level of compensation to the relevant

clients, attracting negative publicity which could in turn generate further

complaints, litigation, a regulatory investigation or sanctions, and/or

the Group’s reputation being negatively impacted. Any of the foregoing

could have a material adverse effect on the Group’s business, prospects,

financial condition and/or results of operations.

The Group has a complaint handling policy in place.

iCFD obtains information from prospective clients based

in relevant jurisdictions to enable an assessment to be

made of whether they have the requisite knowledge and

experience to understand the risks connected with the

Group’s products. If a prospective client of iCFD does

not meet the requirements of an appropriateness test

and is lacking in the relevant knowledge and experience

required, they will be directed to training materials and

asked if they wish to be reassessed following training. If

they are unable to pass the assessment following that

training, their application will be rejected, and they will be

unable to open an account.

The Group has put in place a number of procedures to

mitigate the risks of accepting clients in jurisdictions

from which it would be unlawful or attract too high a level

of risk, including geo-blocking of website traffic from

some jurisdictions and not allowing clients to submit an

account opening request from certain jurisdictions.

Risk Management, Principal Risks and Uncertainties continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202532

Strategic Report

Principal risk: Mitigation

(f) Operational, Technology and Third-Party Risk

The Group is exposed to a range of operational risks arising from its

dependence on technology and communications systems, its reliance

on third-party service providers for critical functions, its use of artificial

intelligence, its relationships with affiliates and introducing brokers, and the

effectiveness of its internal risk management policies and controls. The

Group’s operations are highly dependent on technology and communications

systems, including telephone and mobile networks and the internet. Any

damage, malfunction, failure or interruption of or to systems, software or

networks used by the Group could adversely affect the Group’s revenue

and results of operations. Platform outages, execution failures and order

management errors are particularly significant for a CFD business where

platform availability during volatile market conditions is critical. The Group is

also reliant on third-party service providers and consultancy arrangements

to provide it with various services, including trading platform technology,

market data feeds, payment processing and other outsourced functions.

The failure, termination or disruption of any such third-party relationship

(whether due to financial failure, sanctions risk or a counterparty’s decision

to cease dealing with the Group) could impair the Group’s operations. In

order to allow its clients to trade CFDs based on exchange-traded financial

instruments, the Group has entered into agreements with certain providers of

exchange-traded data, and such agreements may not be sufficient to cover

all instruments offered by the Group. The Group’s use of AI exposes it to risks

including flaws or biases in third-party AI processes, non-compliance with

the Group’s AI policy, intellectual property infringement, system vulnerabilities

and the impact of evolving AI legislation. The Group also relies on third-party

affiliates and introducing brokers to generate prospective clients, but has

limited control over their promotional activities and regulatory compliance,

which could expose the Group to regulatory and legal risk. The Group’s risk

management and compliance policies and internal controls may prove

inadequate or may not be effectively applied, which could result in regulatory

investigations, enforcement actions, litigation or additional compliance costs.

Any of the foregoing could have a material adverse effect on the Group’s

business, prospects, financial condition and/or results of operations.

The Group has information security procedures and

disaster recovery procedures in place designed to

prevent and mitigate the effects of system failures and

disruptions, and utilises backup operational sites in

the event that its primary systems fail. The Group has

put in place risk management and compliance policies

and procedures which are revised and updated from

time to time. The Group monitors third-party suppliers

on an ongoing basis and has implemented an internal

AI policy which regulates its employees’ use of any AI

tool. The Group directly on-boards any clients referred

to it by third-party affiliates or introducing brokers and

conducts its own appropriateness (as may be required),

AML and KYC checks, as well as carrying out continuous

ongoing monitoring, and reserves the right to terminate

its relationship with affiliates for posting inadequate

content. TheGroup also checks that third-party affiliates

and introducing brokers are in compliance with financial

promotion rules and monitors third-party affiliates’ and

introducing brokers’ compliance with its requirements.

(g) Cybersecurity and Data Protection Risk

The Group is exposed to the risk of cyberattacks, data breaches and

unauthorised access to client accounts or funds. The secure transmission of

confidential information over the internet and the security of the Group’s systems

are essential in maintaining client confidence and ensuring compliance with

data privacy legislation. Any failure by the Group or its third-party suppliers to

transmit client information and payment details online securely, or otherwise to

protect client privacy in online transactions, could result in the loss of existing

clients and deter potential clients from using the Group’s products. Any breach of

data security which results in a leak, or suspected leak, of personally identifiable

information may result in an investigation by relevant data protection agencies,

which could lead to fines and sanctions against the Group. As a technology-

driven platform processing client data across multiple jurisdictions, the Group

must comply with EU data protection obligations (including the General Data

Protection Regulation, as implemented in Cyprus) in respect of EU clients, as

well as applicable data protection rules in the BVI and Israel. Divergence between

these regimes creates compliance complexity. As these threats continue to

evolve, the Group is required to continue investing significant resources to

modify and enhance its information security and controls or to investigate and

remediate any security vulnerabilities. Any of the foregoing could have a material

adverse effect on the Group’s business, prospects, financial condition and/or

results of operations.

The Group maintains a programme of information

security and controls designed to protect client data

and the integrity of its systems. The Group has acquired

additional IT services to prevent and detect cyber-

attacks, and conducts periodic vulnerability assessments

and penetration testing of its systems. The Group has

implemented access controls, encryption protocols

and monitoring tools to safeguard client information

and payment data. The Group also maintains incident

response procedures designed to enable the prompt

identification, containment and remediation of any data

breach or security incident, and provides training to staff

on data protection and information security obligations.

The Group monitors developments in applicable data

protection legislation across the jurisdictions in which it

operates to ensure ongoing compliance.

Risk Management, Principal Risks and Uncertainties continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 33

Strategic Report

Principal risk: Mitigation

(h) Financial Crime, AML and Sanctions Risk

The Group is exposed to the risk that its platform is used to facilitate money

laundering, fraud, market abuse or sanctions evasion. CFD platforms with

offshore regulatory structures and a broad international client base are

considered higher risk by AML supervisors. The Group is subject to KYC

and client due diligence obligations under both CySEC and BVI rules, and

must maintain effective sanctions screening procedures. The Group is also

exposed to potential losses due to fraud, embezzlement, misconduct and

breaches of the Group’s terms of business by its clients, counterparties,

employees or third parties. The Group may not be able to recover the losses

caused by such activities or events. Inadequate transaction monitoring or

a failure to comply with applicable anti-corruption, anti-money laundering,

anti-bribery, counter-terrorist financing or sanctions laws and regulations

could subject the Group to criminal penalties, civil lawsuits, fines and/or

other sanctions, as well as reputational damage. Any of the foregoing could

have a material adverse effect on the Group’s business, prospects, financial

condition and/or results of operations.

In relation to anti-corruption, anti-money laundering,

anti-bribery, counter-terrorist financing regulations and

sanctions laws and regulations, the Group undertakes

specific actions for the onboarding of clients, including

client due diligence and procedures with respect to the

identification and verification of clients’ identities. The

Group has policies and procedures in place to effectively

address such onboarding requirements to allow it to

conduct online client due diligence on a risk-based

approach and within pre-determined timeframes. The

Group also maintains ongoing transaction monitoring

and sanctions screening procedures, and provides

training to relevant staff on the identification and

reporting of suspicious activity. The Group’s compliance

function reviews and updates its financial crime policies

and procedures on a periodic basis to reflect changes in

applicable laws, regulations and guidance.

(i) Tax and Fiscal Risk

The Group is exposed to tax and fiscal risk arising from its operations

across multiple jurisdictions, including the BVI, Cyprus, Greece and Israel,

each of which has a distinct tax regime. The Group’s operational presence

in Israel, where staff and key operations are based, creates potential

permanent establishment and transfer pricing risk. The Israeli subsidiary of

the Group, I For Fintech Ltd., enjoys the status of a “Preferred Technological

Enterprise” which allows it to benefit from reduced corporate tax rates.

The loss or revocation of such status may have an adverse effect on the

Group’s tax position. Changes to international tax rules, including the OECD

Pillar Two global minimum tax framework, could erode the tax efficiency

of the Group’s structure. Israeli transfer pricing and controlled foreign

company rules are also relevant to the Group’s arrangements. Any adverse

determination by a tax authority, or any change in applicable tax law or its

interpretation, could result in additional tax liabilities, penalties or interest

charges. The Group’s licensed subsidiaries are also subject to Foreign

Account Tax Compliance Act (“FATCA”) and Common Reporting Standard

(“CRS”) reporting which means that they are required to collect online self

certification forms from clients who are considered to be “US Persons”

(such as clients who have dual nationalities which includes US citizenship,

and are not US residents) and collect Tax Identification Numbers from

clients who are tax residents in any participating jurisdiction under CRS

and report those clients to the relevant tax authorities. Failure by the Group

to collect such information and report it when due, may result in penalties,

fines, sanctions and/or reputation damage. Any of the foregoing could

have a material adverse effect on the Group’s business, prospects, financial

condition and/or results of operations.

The Group engages external tax advisers in each relevant

jurisdiction (including Israel, Cyprus, Greece and the BVI)

to advise on the Group’s tax position and to monitor

developments in applicable tax law, including in relation

to transfer pricing, permanent establishment risk and

the OECD Pillar Two global minimum tax framework.

The Group continues to invest in technological R&D

to maintain its status as an “Preferred Technological

Enterprise”. The Group’s transfer pricing arrangements

are documented and reviewed periodically to ensure

they reflect arm’s length principles and are consistent

with the substance of the Group’s operations in each

jurisdiction. The Group also monitors legislative and

regulatory developments in relation to controlled foreign

company rules and other anti-avoidance provisions that

may be relevant to its corporate structure. TheGroup also

ensures that the policies and procedures for collecting

self-certificated and Tax Identification Numbers are

regularly reviewed and kept up to date. The Audit

Committee receives periodic updates on the Group’s

tax risk profile and any material changes to the tax

environment in which the Group operates.

Risk Management, Principal Risks and Uncertainties continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202534

Strategic Report

The UK Corporate Governance Code

requires the Board to explain how it

has assessed the prospects of the

Group (including over what period it

has done so and why it considers that

viability period to be appropriate), and

to state whether it has a reasonable

expectation that the Group will be able

to continue in operation and meet its

liabilities as they fall due over that

viability period, taking into account

the Group’s current position and

principalrisks.

(a) Assessment period

The Board has determined that the

most appropriate period over which

to assess the Group’s viability, for

the purposes of this first Annual

Report of the Company following

its Admission, is the two-year period

ended 31December 2027, since this

is the period over which the Directors

believe they can reasonably forecast

the Group’s performance, in light of the

volatility of the industry in which the

Group operates. For this reason, the

Board also anticipates using a two-

year viability period for future Annual

Reports, however the Board will keep

the length of this period under review

going forward.

(b) Assessment process

The Directors’ assessment of the

Group’s viability was primarily based on:

• The Group’s approved strategic plan

and financial forecasts.

• The Group’s current liquidity and

capital position.

• The Group’s risk management

framework and internal controls.

• A review of the Group’s principal

risks and uncertainties, including

those related to market conditions,

regulatory developments and

operational resilience.

The assessment incorporated severe

but plausible downside scenarios, both

individually and in combination, and

considered the potential effectiveness

of mitigating actions available to

management.

The principal Group risks considered

by the Directors within their stress test

scenarios included:

• Sustained reduction in client trading

activity - a material decline in

volumes driven by adverse market

conditions, reduced volatility, or

changes in client behavior across key

geographies.

• Regulatory and licensing risk - the

imposition of additional regulatory

restrictions, changes in marketing

rules, or delays in obtaining

or maintaining licenses in key

jurisdictions.

• Geographic concentration risk -

adverse developments in core

markets, including restrictions on

client onboarding or payment flows.

• Operational and technology risk -

disruption to the Group’s proprietary

trading platform, cybersecurity

incidents or third-party service

provider failures.

• Liquidity stress scenario - reduced

cash inflows combined with continued

fixed cost base, testing the adequacy

of the Group’s liquidity buffers.

• Reputational risk event - events

impacting client trust or acquisition

efficiency, leading to increased

customer acquisition costs and

reduced conversion rates.

(d) Stress testing and reverse

stress testing

The Directors performed sensitivity and

stress testing on the Group’s financial

forecasts, including:

• Significant reductions in revenue

(including scenarios materially below

historical volatility ranges).

• Increased customer acquisition

costs.

• Delays in strategic initiatives

(including platform enhancements

and new product rollouts).

• Regulatory-driven constraints on

certain markets.

In addition, the Directors considered

reverse stress scenarios to identify

circumstances that could threaten

the Group’s viability and assessed the

likelihood of such scenarios occurring.

(e) Mitigating actions

The Directors considered the Group’s

ability to respond to adverse conditions

through:

• Adjustment of marketing and

customer acquisition spend.

• Flexibility in cost base and

operational scaling.

• Strong cash position and absence of

external debt.

• Diversification across multiple

geographic markets.

• Ongoing investment in technology

and platform resilience.

(f) Conclusion

Based on this assessment, the

Directors have concluded that there

is a reasonable expectation that the

Group will be able to continue in

operation and meet its liabilities as

they fall due over the two-year period

to 31 December 2027.

This conclusion reflects the Directors’

view that, even under severe but

plausible downside scenarios, the

Group retains sufficient financial

resources, operational flexibility

and risk management capability to

withstand adverse conditions.

Viability Statement

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 35

Strategic Report

As a company incorporated under

Guernsey law, iFOREX Financial

Trading Holdings Ltd. is not bound

by the UK Companies Act 2006.

However, in accordance with the UK

Corporate Governance Code, iFOREX

acknowledges the obligation in s172(1)

of the UK Companies Act 2006 which

requires that the Directors act in

the way that they consider, in good

faith, would be most likely to promote

the success of the Company for the

benefit of its members as a whole,

having regard to the interests of

stakeholders (amongst other factors)

in their decision-making. iFOREX is

also committed to complying with

its obligations regarding stakeholder

engagement under Provision 5 of the

UK Corporate Governance Code 2024.

The Board is mindful that strong,

long-term relationships with the Group’s

key stakeholders are fundamental to

delivering the Group’s strategy and to

sustaining its licence to operate across

the jurisdictions in which it conducts

business. The Board considers

stakeholder interests as an integral

part of its decision-making processes

and not merely as a compliance

obligation. Board papers presented in

connection with significant decisions

are expected to address the likely

impact of those decisions on the

Group’s key stakeholder groups, and

the Board receives regular reporting on

stakeholder engagement across the

business.

Accordingly, details of how the

Group and, in particular, the Board

engage with the interests of the

Group’s key stakeholders, being its

shareholders, employees, clients,

regulators, suppliers, service suppliers

and vendors, and the wider society

(including the community and

environment), are summarised below.

(a) Shareholders

Following the Company’s admission

to the Main Market of the London

Stock Exchange in February 2026,

the Group has a new base of public

shareholders. Access to capital and

long-term support from shareholders

is key to the Group’s ability to grow and

to achieve long-term success. Building

and maintaining strong relationships

with its shareholders, including through

regular, effective and transparent

engagement, is a high priority for the

Group.

The Board is committed to establishing

open and transparent channels of

communication with shareholders and

to ensuring that shareholders have the

opportunity to engage with the Board

and senior management on matters

relevant to the Group’s performance,

strategy and governance. The Board’s

intended approach to shareholder

engagement is set out below.

How the Board engages:

• The Chief Executive Officer and Chief

Financial Officer will lead the Group’s

investor relations programme,

conducting regular meetings,

roadshows and presentations with

existing and prospective institutional

shareholders throughout the year.

• The Chairman will be available to

meet with major shareholders on

request, in particular to discuss

governance matters and Board

composition.

• The Company’s first Annual

General Meeting (“AGM”) following

Admission will provide an

opportunity for all shareholders to

engage directly with the Board, ask

questions and vote on resolutions.

The results of all AGM votes,

including any significant votes

against resolutions, will be disclosed

promptly and explained in the

Company’s communications.

• The Chairs of each of the Nomination

Committee, Audit Committee and

Remuneration Committee will seek

to engage with shareholders on

significant matters related to their

respective Committee’s areas of

responsibility.

• As required, financial and operational

updates will be published via

regulatory news releases, ensuring

equal access to information for all

shareholders.

• The Company intends to maintain

an investor relations section on its

website providing shareholders with

access to annual and interim reports,

results presentations, regulatory

announcements and other relevant

corporate information.

(b) Employees

The Group’s growth and success

depend to a significant extent upon

the leadership and performance of

its senior management team, and on

its ability to develop and maintain a

sufficient number of skilled employees

across the Group’s business. iFOREX’s

operations are principally conducted

from Israel, and the Group’s workforce

(comprising trading, technology,

risk, compliance, client services

and corporate functions) is the

foundation upon which the Group’s

client proposition and operational

resilience are built. iFOREX is

therefore committed to maintaining

regular and constructive dialogue

with its workforce and investing in its

employees’ professional development,

wellbeing and engagement.

The Board recognises that a motivated,

well-trained and appropriately

supported workforce is essential

to delivering the Group’s strategy

and to meeting the standards of

conduct expected of a regulated

financial services business. TheBoard

has overall responsibility for the

governance and oversight of

workforce matters across the Group,

supported by senior management

who are responsible for the day-to-day

implementation of the Group’s

workforce policies and procedures.

The Group maintains a suite of

workforce policies covering, among

other things, equal opportunities

and non-discrimination, health and

safety, whistleblowing, anti-bribery and

corruption, data protection, disciplinary

and grievance procedures, and

employee conduct. These policies are

reviewed and updated periodically to

Stakeholder Engagement and Section172Statement

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202536

Strategic Report

ensure they remain appropriate and

reflect applicable legal and regulatory

requirements across the jurisdictions

in which the Group operates. The

Board also receives regular updates on

workforce matters, including employee

engagement, retention, remuneration,

training and culture.

How the Board engages:

• The Board receives regular

management reporting on key

workforce metrics, including

headcount, staff turnover, training

completion rates and employee

satisfaction indicators.

• Senior management conducts

regular communications, including

Group-wide management briefings

and updates on the Group’s strategy,

financial performance and key

developments.

• The Group operates an employee

feedback mechanism through which

staff at all levels are able to raise

concerns, make suggestions and

engage with management on matters

relevant to their working environment

and professional development.

• The Group has in place a

whistleblowing policy, operated

independently of line management,

enabling employees to raise

concerns about potential misconduct

or regulatory breaches confidentially

and without fear of retaliation.

• The Group invests in ongoing

professional development and training

for all staff, with particular emphasis

on regulatory and compliance training

to relevant staff given the heavily

regulated nature of the Group’s

business and the multi-jurisdictional

environment in which it operates.

• The Board is mindful of the specific

employment context in Israel,

including statutory obligations in

connection with military reserve duty

(miluim), and seeks to ensure that

operational resilience and workforce

planning take account of these

obligations and support affected

employees appropriately.

Responding to the needs and

expectations of the Group’s clients

is crucial to attracting and retaining

clients and increasing the number

and volumes of the Group’s active

client base, and therefore to driving

the Group’s profitability and growth.

The Board is committed to ensuring

that clients are treated fairly, that the

Group’s products and services meet

the needs of its target client base,

and that clients are supported with

the information, tools and education

they need to make informed trading

decisions.

As a provider of leveraged CFD

products to retail and professional

clients, the Group takes its client

protection obligations seriously. The

Board receives regular reporting on

client outcomes, complaints, platform

performance and key trading metrics,

and considers the interests of clients

as a central factor in strategic and

operational decision-making.

How the Board engages:

• The Board receives regular reporting

on client activity, client satisfaction,

complaints data and key operational

metrics (including platform uptime),

enabling it to monitor the quality of

client outcomes on an ongoing basis.

• The Group’s client services team

operates across multiple languages

and time zones, providing clients

with access to dedicated support

through a range of digital and

telephonic channels.

• The Group conducts ongoing analysis

of client feedback, complaint trends

and platform usage data to identify

areas for improvement and to inform

product and service development.

• Client education is a core element of

the Group’s client proposition. The

Group provides clients with access

to a range of educational resources,

market commentary and trading

tools designed to improve financial

literacy and support informed

decision-making.

• iCFD conducts appropriateness

assessments for retail clients prior

to onboarding to ensure that clients

have the requisite knowledge and

experience in trading financial

instruments.

• The Group’s client risk management

framework (including margin

requirements, negative balance

protection, and automated close-out

procedures) is designed to limit client

losses and to ensure that clients are not

exposed to risk beyond their means.

(d) Regulators

The Group and its products are subject

to a wide range of laws and regulations

in the countries in which the Group

operates and in which its clients

are based, and its revenue depends

upon the continued maintenance of

licences from regulators. Engaging

with regulators is therefore a major and

ongoing area of focus for the Group,

in order to ensure that it has robust

compliance frameworks and controls

in place that meet the expectations

and requirements of regulators in the

various jurisdictions relevant to the

Group’s business.

The Group holds regulatory

authorisations from CySEC and the

BVI FSC, and its operations are subject

to the regulatory frameworks of both

jurisdictions. The Board is acutely

aware that the regulatory environment

for leveraged retail trading products

continues to evolve (particularly in the

European Union context, given CySEC’s

role as an EU regulatory authority)

and that maintaining constructive,

transparent and proactive relationships

with the Group’s regulators is essential

to the Group’s continued operation and

long-term success.

How the Board engages:

• Senior management maintain

proactive, open and transparent

communication with the Group’s

regulators, engaging constructively

with regulatory consultations,

supervisory reviews, and requests for

information.

Stakeholder Engagement and Section 172 Statement continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 37

Strategic Report

• Senior management provides regular

reporting to the Board and relevant

Board committees (including the

Audit Committee) on the regulatory

environment, licence conditions,

compliance monitoring outcomes,

and any regulatory correspondence or

developments of note.

• Senior management engages

directly with CySEC and the BVI

FSC on matters relevant to the

Group’s regulatory obligations,

including changes to product

parameters, client categorisation,

capital requirements and AML/KYC

frameworks.

• The Group participates in industry

consultations and engages with

regulatory developments in a timely

manner, seeking to anticipate and

prepare for regulatory change rather

than react to it.

• The Board reviews and approves

the Group’s compliance policies

and frameworks on a regular basis,

ensuring that they reflect current

regulatory requirements and best

practice.

(e) Suppliers, service providers

and vendors

iFOREX works with a range of

third-party service providers, suppliers

and vendors who provide the Group

with various services and support

various aspects of the Group’s

operations, including technology

infrastructure, market data, payment

processing and call centre services. It

is therefore highly important for the

Group to attract, retain and engage

with high-quality partners who share

the Group’s commitment to quality,

reliability and ethical business conduct.

The Board recognises that the Group’s

operational resilience and the quality

of its client proposition are materially

dependent upon the performance of

its key third-party relationships, and

that robust management of these

relationships is a critical component of

the Group’s overall risk management

framework.

How the Board engages:

• The Group operates a third-party

risk management framework

that governs the identification,

onboarding, monitoring and

ongoing management of all

material third-party relationships.

Due diligence is conducted prior

to engagement of any significant

supplier or service provider, covering

financial stability, operational

capability, regulatory status, data

protection standards and ethical

business conduct.

• The Group requires that third party

vendors agree to standards of

business conduct, ethical behaviour

and regulatory compliance expected

of all third-party partners, including

in relation to anti-bribery and

corruption, financial crime and data

protection.

• Regular performance reviews are

conducted with key suppliers and

service providers, enabling the Group

to monitor service quality, identify

emerging risks, and maintain open

dialogue on matters relevant to the

relationship.

• The Board receives regular reporting

on third-party risk exposures,

including concentration risk in

relation to critical service providers,

and oversees the Group’s approach

to supplier diversification and

business continuity planning.

• The Group is committed to paying

its suppliers and service providers in

accordance with agreed terms and

to maintaining fair and constructive

commercial relationships with all

third-party partners.

(f) Society

The Group acknowledges its broader

responsibilities to the communities

in which it operates and to the

environment. Although the Group’s

direct environmental footprint is

relatively modest, reflecting its

technology-driven, asset-light business

model and concentration of operations

in a small number of locations, the

Board is committed to operating the

Group’s business in a responsible

and sustainable manner and to

making a positive contribution to the

communities in which the Group’s

employees live and work.

How the Board engages:

• The Group seeks to support social

wellbeing through community

engagement and charitable

initiatives.

• During the year, the Group supported

programs aimed at promoting

inclusion and equal opportunity,

including financial contributions to

organizations delivering services

for children with disabilities and

initiatives supporting academically

talented individuals from

disadvantaged socio-economic

backgrounds.

• The Group also encouraged

employee participation in

community-focused activities

during the year, fostering a culture of

engagement and social responsibility

across the organization. These

initiatives included volunteering

activities supporting food collection

and distribution for vulnerable

populations, employee-led programs

providing meals to those in need,

and seasonal campaigns to collect

and donate essential items such

asclothing.

The Board considers that these

activities support the long-term

success of the Group by strengthening

relationships with local communities,

enhancing employee engagement, and

reinforcing the Group’s reputation for

responsible conduct. The Board will

continue to consider opportunities to

develop its community engagement

activities in a manner consistent

with the Group’s values, stakeholder

interests and long-term strategy.

Stakeholder Engagement and Section 172 Statement continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202538

Strategic Report

Sustainability

As stated in the previous section,

despite the Group’s relatively modest

direct environmental footprint, it is

conscious of its responsibilities to

the wider community and to the

environment, and is committed

to operating in a responsible and

sustainable manner. As the Group

continues to grow, the Board will

continue to consider opportunities to

develop its policy and practices relating

to sustainability in order to make

positive communal and environmental

contributions.

iFOREX became a UK-listed company

upon Admission on 25 February 2026

and was therefore not subject to the UK

Listing Rules, including the disclosure

requirements relating to the Task

Responsible Business and Sustainability

Force on Climate-related Financial

Disclosures (“TCFD”) recommendations

and recommended disclosures, during

the financial year ended 31 December

2025. In light of this, the Group has

not included climate-related financial

disclosures consistent with the TCFD

recommendations and recommended

disclosures in this Annual Report for

that period. However, the Group is

conscious of the new requirements

applicable to it as a UK-listed company

and therefore intends to review its

climate-related reporting during the

coming year, with a view to aligning

its disclosures in this area with those

recommended by the TCFD in future

financial years.

Responsible business

The Group is committed to conducting

its business with honesty and integrity

at all times, and expects all personnel

to maintain high standards. All

organisations face the risk of things

going wrong from time to time, or

of unknowingly harbouring illegal or

unethical conduct, and a culture of

openness and accountability is therefore

essential in order for the Group to prevent

such situations occurring, or to address

them if they do occur. Accordingly, the

Board has adopted a Code of Business

Conduct and Ethics (the “Code of

Business”) which applies to the Group

and all Group personnel, and which

codifies those standards that the Group

believes are reasonably designed to deter

wrongdoing and to promote, among

other things, adherence to the following

principles:

• honesty and ethical conduct, including

the ethical handling of actual

or apparent conflicts of interest

between personal and professional

relationships and ethical conduct with

customers and suppliers;

• compliance with applicable

governmental laws, rules and

regulations;

• the prompt internal reporting of

violations of the Code of Business;

and

• accountability for adherence to the

Code of Business.

Within the wider responsible business

framework established by the Code of

Business are specific focussed policies

and protocols adopted by the Group

concerning matters such as anti-bribery

and corruption, whistleblowing, share

dealing, use of social media, and

disclosure obligations.

As the Group continues to grow, the Board will continue to

consider opportunities to develop its policy and practices

relating to sustainability in order to make positive communal

and environmental contributions.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 39

Strategic Report

The Audit Committee is responsible for

reviewing the adequacy and security of

the Group’s whistleblowing framework

as well as the Group’s other systems

and controls for ethical behaviour,

prevention of bribery and other

compliance matters. It in turn reports

to the Board on the outcomes of these

reviews and its recommendations in

light of these, with the Board having the

ultimate responsibility for approving the

relevant policies and arrangements and

any changes or other actions required.

The Group’s Disclosure Committee

(comprised of the Chief Executive

Officer and Chief Financial Officer)

has a similar role and responsibilities

in respect of the Group’s disclosure

policies and framework, and also

reports to the Board on these matters.

For more information on the Board

and its Committees’ responsibilities in

respect of these matters, please see

pages 59 to 60 in the Audit Committee

Report within this Annual Report.

While this Annual Report does not set out

all of the specific policies and aspects

of the Group’s responsible business

framework in detail, the sub-sections

that follow provide summaries of certain

aspects and policies of particular note.

Responsible Business and Sustainability continued

(a) Diversity, equity and inclusion

The Group is an equal opportunity

employer and is committed to

providing equality in employment

for all people employed or seeking

employment, whether directly with the

Group or through any of the Group’s

affiliates and outsourced service

providers. Employment decisions

relating to appointment, promotion and

career development are determined

according to individual merit and

competence, and every person is given

a fair and equitable chance to compete

for appointment, promotion or transfer

and to pursue their career as effectively

as others.

Consistent with this, the Group does

not condone any form of discrimination

against individuals or any group of

individuals, including (but not limited

to) on the basis of gender, pregnancy,

fertility treatments, marital or domestic

status, disability, race, descent, social

background, ethnic origin or national

origin, age, family responsibilities or

status, sexual orientation, religious

belief or activity, political opinion,

affiliation or activity, military service

or reserve duty, HIV or other medical

condition, or any characteristics which

pertain generally or are generally

imputed to persons on the basis of

any of the foregoing. In all cases, no

factors other than performance and

competence are used as the basis for

performance assessment, training and

development opportunities, promotions

and termination of employment.

TheGroup will also not contract with

any third party which, to the Group’s

knowledge, discriminates against any

individual or group of individuals on any

such basis.

For more information on diversity,

equity and inclusion within the Group,

including metrics regarding gender and

ethnic diversity among the members

of the Board and Senior Management,

please refer to pages 54 to 55 within

the Nomination CommitteeReport in

this Annual Report.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202540

Strategic Report

Responsible Business and Sustainability continued

anti-bribery matters

The Group is committed to the highest

standards of ethical conduct and

to operating with integrity across

all of its activities. The Group has a

zero-tolerance approach to bribery

and corruption in all its forms, and this

commitment extends to all employees,

officers, contractors and third parties

acting on the Group’s behalf.

Anti-Bribery and Corruption Policy

Within the wider responsible business

framework established by the Code of

Business are specific focused policies

and protocols adopted by the Group

concerning matters such as anti-bribery

and corruption, whistleblowing, share

dealing, use of social media, and

disclosure obligations. In connection

with the Company’s Admission, the

Board approved an anti-bribery and

corruption policy (the “ABC Policy”),

which was adopted in February 2026

by the Company alongside a suite

of governance policies including the

whistleblowing policy and the Group

Code of Business Conduct and Ethics.

The ABC Policy applies to all employees,

officers, consultants, contractors

and other workers across the Group.

It prohibits all forms of bribery and

corruption, whether in the public or

private sector, and applies to dealings

with third parties including clients,

counterparties, suppliers, agents and

public officials. The ABC Policy sets

out the standards and procedures

that all personnel are required to

follow, including in respect of gifts

and hospitality, facilitation payments,

political donations and expenditure,

and due diligence on third parties.

It also provides guidance on the

circumstances in which a concern

should be raised and the channels

available for doing so.

The Group does not tolerate bribery

or corruption in any form, and any

breach of the ABC Policy may result in

disciplinary action, including dismissal.

The Group has a low appetite for any

fraud or corruption perpetrated by its

staff. The Group has zero tolerance with

respect to financial crime and MiFID II

and AML-related regulatory risk.

(b) Whistleblowing policy

The Group has adopted a

whistleblowing policy (the

“Whistleblowing Policy”) which applies

to all employees, officers, consultants,

contractors and other workers across

the Group. TheWhistleblowing Policy is

designed to encourage staff to report

suspected malpractice, wrongdoing

or dangers in relation to the Group’s

operations and activities (including,

without limitation, criminal offences,

regulatory breaches, financial fraud or

mismanagement, health and safety

risks, unethical conduct and breaches

of internal policies) as soon as possible

and without fear of reprisals. Concerns

may be raised with the Group’s

designated Whistleblowing Officer,

the relevant individual’s immediate

supervisor/manager, or a member of

the Group’s Legal Team, and may be

raised by telephone, in person or in

writing.

All concerns raised under the

Whistleblowing Policy are treated

in confidence and may be raised

anonymously, and the Group will

make every effort to protect the

identity of the individual raising the

concern. The Whistleblowing Policy

sets out a structured process for

handling concerns raised that aims

to ensure that any individual who

raises a genuine concern under the

Whistleblowing Policy will not suffer

any detriment as a result, and any

retaliation, harassment or victimisation

of a person who has raised a concern

is not tolerated and may result in

disciplinary action. It also provides

guidance regarding the circumstances

in which it may be appropriate for

individuals to report concerns to

external bodies such as regulators or

professional bodies or to other third

parties.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 41

Strategic Report

As a CFD platform with an offshore

regulatory structure and a broad

international client base, the Group is

subject to KYC and client due diligence

obligations under both CySEC and

BVI rules, and must maintain effective

sanctions screening procedures.

In relation to anti-corruption,

anti-money laundering, anti-bribery,

counter-terrorist financing regulations

and sanctions laws and regulations,

the Group undertakes specific actions

for the onboarding of clients, including

client due diligence and procedures

with respect to the identification and

verification of clients’ identities. The

Group has policies and procedures

in place to effectively address such

onboarding requirements to allow it

to conduct online client due diligence

on a risk-based approach and within

pre-determined timeframes. The Group

also maintains ongoing transaction

monitoring and sanctions screening

procedures, and provides training to

relevant staff on the identification

and reporting of suspicious activity.

TheGroup’s compliance function

reviews and updates its financial crime

policies and procedures on a periodic

basis to reflect changes in applicable

laws, regulations and guidance.

Training and awareness

All staff are required to complete AML,

anti-bribery and market abuse training

on a regular basis, and corporate

activity is monitored, with personal

account dealing heavily controlled.

The Group invests in continued staff

education and maintains constant

monitoring of client satisfaction and

robust client take-on procedures

as part of its broader approach to

managing financial crime risk.

Responsible Business and Sustainability continued

Governance

Report

43 Chair’s Introduction to Governance

44 Compliance with the 2024 UK Corporate Governance Code

48 Board of Directors

50 Corporate Governance

53 Nomination Committee Report

57 Audit Committee Report

62 Remuneration Committee Report

70 Directors’ Report

72 Statement of Directors’ Responsibilities

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202542

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 43

Governance Report

Chair’s introduction to governance

On behalf of the Board, I am pleased to present iFOREX’s first

Governance Report as a UK-listed company, for the financial

year ended 31 December 2025.

Ron Golan

Chairman

since the Board’s Committees were

only established upon Admission, the

activities which an audit, nomination

and remuneration would typically

carry out were carried out by the

Board itself during FY 25, and the

period between the start of 2026

and Admission, to the extent relevant

and applicable to the Company prior

to its Admission. However, iFOREX

recognises the importance of effective

and transparent corporate governance

and, in light of iFOREX’s admission

to the London Stock Exchange on

25 February 2026, has had regard

in particular to its new corporate

governance obligations under these

regimes.

Our Board has a strong understanding

of its roles and responsibilities as

the board of a UK-listed company,

including promoting the long-term

sustainable success of the Group,

generating value for its Shareholders

and making a positive contribution to

wider society. Following Admission,

the Board comprises five Directors

and, in compliance with the UK

Corporate Governance Code 2024,

three of its members are Non-

Executive Directors (including myself,

as Non-Executive Chair) considered by

the Board to be independent, and the

remaining two Directors are Executive

Directors. iFOREX intends to follow

the UK Corporate Governance Code

requirement that Directors be subject

to annual re-election.

In my capacity as Chairman, I am

responsible for leading the Board

and for its overall effectiveness in

directing the Company, as well as

for promoting a culture of openness

and debate that is conducive to

the Company’s achievement of its

strategic objectives. The Board also

appointed Sir Michael Davis as Senior

Independent Director upon Admission,

and in this function, he will provide a

sounding board for me as Chairman

and serve as an intermediary for the

other Directors and Shareholders.

As required by the UK Corporate

Governance Code 2024, the Board

established Audit, Remuneration

and Nomination Committees upon

the Company’s Admission, and also

established a Disclosure Committee

intended to support timely and

accurate market disclosure and

compliance with the UK Listing

Rules, the Disclosure Guidance and

Transparency Rules and the UK Market

Abuse Regulation. Each Committee

operates with clearly defined terms

of reference, enabling the Board

to provide appropriately detailed

oversight across its key areas of

responsibility.

With iFOREX now listed on the

London Stock Exchange, the Board

and Committee members have

been turning their attention to the

Company’s new obligations as a UK-

listed company, and to implementing

their schedule of matters to consider

as part of their newly-implemented

governance framework.

I look forward to reporting on the

Board and its Committees’ activities

and progress in more detail in the

Annual Report for 2026, which will be

iFOREX’s first financial year as a UK-

listed company.

Ron Golan

Chairman

29 April 2026

Dear Shareholder,

On behalf of the Board, I am pleased

to present iFOREX’s first Governance

Report as a UK-listed company, for

the financial year ended 31 December

2025. This Report describes iFOREX’s

governance framework and its

Board’s and Committees’ approach

to achieving effective governance,

their activities during the financial

year ended 31 December 2025 (and,

where relevant, during the period

between the start of 2026 and the

date on which this Annual Report

was approved) and the Board’s and

Committees’ anticipated key focus

areas going forward.

During the period under review

in this Annual Report, being the

financial year ended 31 December

2025, iFOREX was not admitted to

the FCA’s Official List or to trading

on the London Stock Exchange’s

Main Market, and was therefore not

required to, and did not, comply with

the UK Corporate Governance Code

2024 or the corporate governance-

related provisions of the UK Listing

Rules and the Disclosure Guidance

and Transparency Rules. Furthermore,

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202544

Governance Report

Compliance with the 2024 UK Corporate Governance

Code

As a result of its Admission to the

London Stock Exchange in February

2026, the Company is subject to

the UK Listing Rules (“UKLRs”)

and the Disclosure Guidance and

Transparency Rules (“DTRs”), including

the requirement to explain whether

it complies with the UK Corporate

Governance Code published by the UK

Financial Reporting Council (“FRC”). A

copy of the UK Corporate Governance

Code is available at www.frc.org.uk.

During the period under review (being

the financial year ended 31 December

2025) the Company was not yet listed

on the FCA’s Official List, nor admitted

to trading on the LSE’s Main Market

and, as such, was not required to and

did not comply with the Principles

and Provisions of the UK Corporate

Governance Code. However, following

its Admission on 25 February 2026,

the Company has been implementing

various changes and measures to its

governance structures, bodies and

processes to ensure that it complies

with, and continues to comply with, the

UK Corporate Governance Code, except

as set out and explained below.

Further information on how, and the

extent to which, the Company complies

or intends to comply going forward

with the UK Corporate Governance

Code can be found in this Governance

Report and in various other parts of this

Annual Report, as set out below.

2024 UK Corporate

Governance Code

section Locations

1. Board leadership and

company purpose

pages 4 to 41 (Strategic Report)

pages 42 to 72 (Governance Report)

2. Division of

responsibilities

pages 6 to 7 (Chair’s statement)

pages 14 to 18 (Business Model)

pages 27 to 33 (Risk Management, Principal Risks and Uncertainties)

pages 35 to 37 (Stakeholder Engagement and Section 172 Statement)

pages 38 to 41 (Responsible Business and Sustainability)

pages 42 to 72 (Governance Report)

3. Composition,

succession and

evaluation

pages 6 to 7 (Chair’s statement)

pages 8 to 9 (Chief Executive Officer’s review)

page 39 (Diversity, equity and inclusion)

page 43 (Chair’s introduction to governance)

pages 48 to 49 (Board of Directors)

pages 50 to 52 (Corporate Governance)

pages 53 to 56 (Nomination Committee Report)

4. Audit, risk and

internal control

pages 10 to 13 (Market overview)

pages 14 to 18 (Business Model)

page 21 (Non-Financial KPIs)

pages 27 to 33 (Risk Management, Principal Risks and Uncertainties)

page 34 (Viability Statement)

pages 35 to 37 (Stakeholder Engagement and Section 172 Statement)

pages 38 to 41 (Responsible Business and Sustainability)

page 45 (Composition of the Audit Committee (Provision 24))

pages 50 to 52 (Corporate Governance)

pages 57 to 61 (Audit Committee Report)

page 71 (Directors’ declaration regarding disclosure of information to

auditor)

page 72 (Statement of Directors’ Responsibilities)

pages 74 to 76 (Report of Independent Auditors)

pages 81 to 85 (Note 2 (Material accounting policies) to the

Consolidated Financial Statements)

page 85 (Note 3 (Critical accounting estimates and judgements) to

the Consolidated Financial Statements)

pages 97 to 98 (Note 21 (Financial instruments – fair values and risk

and management) to the Consolidated Financial Statements)

5. Remuneration

pages 44 to 46 (Compliance with the 2024 UK Corporate Governance

Code)

pages 50 to 52 (Corporate Governance)

pages 62 to 69 (Remuneration Committee Report)

page 85 (Notes 2(p) and 2(r) to the Consolidated Financial Statements)

pages 86 to 87 (Note 5 (Expenses by nature) to the Consolidated

Financial Statements)

pages 94 to 95 (Note 18 (Share capital) to the Consolidated Financial

Statements)

page 96 (Note 20 (Related party transactions) to the Consolidated

Financial Statements)

page 98 (Note 22 (Events after the reporting period) to the

Consolidated Financial Statements)

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 45

Governance Report

Engagement with stakeholders

(Provision 5)

Provision 5 requires that the Board

should understand the views of the

Company’s other key stakeholders,

including its workforce. To facilitate

effective engagement with the

Company’s workforce, the UK Corporate

Governance Code recommends that

a UK-listed company adopt one or a

combination of: (a) a Director appointed

from the workforce; (b) a formal

workforce advisory panel; or (c) a

designated Non-Executive Director.

As the Company was not subject to the

UK Corporate Governance Code prior

to its Admission on 25 February 2026,

it does not yet, as at the date of this

Annual Report, employ any of the three

methods of workforce engagement

specified in Provision 5. However, in light

of the Company’s recent Admission, it

intends to work towards meeting this

requirement by appointing one of its

existing Non-Executive Directors as a

designated Non-Executive Director for

workforce engagement.

Composition of the Audit

Committee (Provision 24)

Provision 24 requires that the Chair of

the Board should not be a member of

its Audit Committee.

Given the size of the Board, it was

determined that it would be in the best

interests of the Company for Ron Golan

to be appointed as one of the members

of the Audit Committee, alongside

Sir Michael Davis and Denzil Jenkins,

notwithstanding that Ron Golan is

Non-Executive Chairman of the Board.

Composition of the

Remuneration Committee

(Provision 32)

Provision 32 requires that, before

appointment, the member of the

Remuneration Committee that is

appointed as its chair should have

served on a remuneration committee

for at least 12 months.

Prior to his appointment as Chair of the

Remuneration Committee of the Group,

Denzil Jenkins had not previously

served on any other remuneration

committee. However, the wider Board

believes that Denzil brings significant

and relevant regulatory, compliance

and financial markets experience and

knowledge to his role as Chair of the

Committee (including knowledge of

UK public markets and the operation

of large listed companies that is

integral to the Group), gained through

senior roles within leading exchanges

and regulatory bodies, and that his

appointment to this role is therefore for

the benefit of all stakeholders.

Malus and clawback provisions

and use of discretion in

remuneration arrangements

(Provisions 37 and 38)

Provision 37 requires that remuneration

schemes and policies should enable the

use of discretion to override formulaic

outcomes, and that Directors’ contracts

and/or other agreements or documents

which cover Director remuneration

should include malus and clawback

provisions that would enable the

Company to recover and/or withhold

sums or share awards, and specify the

circumstances in which it would be

appropriate to do so. The Annual Report

is required under Provision 38 to include

a description of any such malus and

clawback provisions.

As the Company was not subject to the

UK Corporate Governance Code prior

to Admission on 25 February 2026, the

current agreements and arrangements

in place governing Director

remuneration in the Group do not

include malus and clawback provisions,

and except for non-senior employee

performance bonus schemes, the

Group’s current remuneration schemes

do not provide for the use of discretion

in determining remuneration outcomes.

However, in light of the Company’s

Admission and new obligations as a

UK-listed company, the Board and in

particular the Remuneration Committee

intend to focus during 2026 on

developing and implementing a formal

remuneration policy and framework

that aligns with the requirements of

the UK Corporate Governance Code

and the UK listing regime, and as part

of this process the Remuneration

Committee intends to ensure that

future Director remuneration contracts

include malus and clawback provisions,

and that the Group’s remuneration

schemes enable the use of discretion

to override formulaic outcomes.

Description of the work of

the Remuneration Committee

(Provision 41)

Provision 41 requires that the Annual

Report include a description of the

work of the Remuneration Committee,

including certain specific matters set

out in that Provision.

During the period under review, being

the financial year ended 31 December

2025, the Company was not UK-listed

and, therefore, not subject to the UK

Corporate Governance Code. Therefore,

the Group did not have a formal

remuneration policy in place during

the period under review. Additionally,

since the Remuneration Committee

was established on 25 February 2026

upon Admission, it had no activities

during the period under review and

was not involved in designing the

Group’s remuneration schemes or

other arrangements for FY 2025, nor

for determining any remuneration

outcomes during that period.

Consequently, while the Remuneration

Committee has provided an overview

of the work it has undertaken since

its establishment upon Admission,

its expected key focus areas going

forward, and the remuneration

arrangements in place during FY 2025

and key developments in respect

of Directors’ remuneration between

1 January 2026 and the date of this

Annual Report, certain of the specific

disclosures required by Provision

Compliance with the 2024 UK Corporate Governance Code continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202546

Governance Report

41 of the UK Corporate Governance

report were not relevant to the Group

in respect of the period under review

and were therefore not included in this

Annual Report for FY 2025.

However, as explained in more detail in

the Remuneration Committee Report,

a key focus area of the Remuneration

Committee during 2026 will be the

development and formalisation of the

Company’s executive remuneration

policy, and ensuring that a formal

and transparent procedure is in

place for determining director and

senior management remuneration in

compliance with the UK Corporate

Governance Code. The Remuneration

Committee will also, now that it has

been established, be reviewing and

monitoring the implementation of the

Group’s remuneration arrangements

and play a key role in setting

remuneration for the Non-Executive

Chairman, the Executive Directors,

the Company Secretary and other

members of the senior management

of the Group. The Remuneration

Committee therefore intends to provide

shareholders with a more detailed

update on the Group’s remuneration

policy, and on its activities relating to

this (including the specific matters

set out in Provision 41), in next year’s

Annual Report.

Compliance with the 2024 UK Corporate Governance Code continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 47

Governance Report

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202548

Governance Report

Board of Directors

Itai Sadeh

Chief Executive Officer

Shirley Winkler Hollander

Chief Financial Officer

Ron Golan

Non-Executive Chairman

Itai Sadeh is the Chief Executive Officer and an

Executive Director of the Company, having been

appointed as a Director on 30 April 2025.

(a) Key Skills and Experience

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. Since June 2023, he has been the Chief

Executive Officer of I For Fintech Ltd., an Israeli

incorporated subsidiary of the Company, having

previously from July 2020 served as a Senior

Advisor to the Board of the Company.

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 (later acquired by SES S.A.), 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 programme of Tel Aviv University

in collaboration with the University of California,

Berkeley.

(b) Committee Memberships

Itai Sadeh serves as a member of the Disclosure

Committee, which he attends in his capacity as

Chief Executive Officer.

Itai Sadeh’s current external appointments include

iFOREX Holding Ltd. (BVI), I For Fintech Ltd. (Israel)

and Itai Sadeh, Attorney at Law (Israel).

(d) Independence Status

Itai Sadeh is an Executive Director and is

accordingly not considered to be an independent

director.

Shirley Winkler Hollander is the Chief Financial

Officer and an Executive Director of the Company,

having been appointed as a Director on 30 April

2025.

(a) Key Skills and Experience

Shirley joined the Company as Chief Financial

Officer in October 2024. She 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, where 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.

(b) Committee Memberships

Shirley Winkler Hollander serves as Chair of the

Disclosure Committee in her capacity as Chief

Financial Officer.

Shirley Winkler Hollander holds no current external

directorships or appointments outside the

Company.

(d) Independence Status

Shirley Winkler Hollander is an Executive Director

and is accordingly not considered to be an

independent director.

Ron Golan joined the Board of the Company as Non-

Executive Chairman upon Admission and has been a

director of the Company’s subsidiary, iFOREX Holding

Ltd., since 26 November 2024.

(a) Key Skills and Experience

Ron was a Director and 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 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.

(b) Committee Memberships

Ron Golan chairs the Nomination Committee, with Sir

Michael Davis and Denzil Jenkins as the other members.

Ron Golan is also a member of the Audit Committee.

Although it is ordinarily recommended that the chair

of the Board should not be a member of the Audit

Committee, given the size of the Board, it has been

decided that Ron Golan should participate in the Audit

Committee.

Ron Golan is also a member of the Remuneration

Committee. As Ron Golan was independent

on appointment, he is able to participate in the

Remuneration Committee following Admission.

Ron Golan’s current external appointments include GCM

Advisors Ltd, GCM Capital Ltd, GCM Advisors Limited

(Isle of Man), Myrtleberry Limited and British Friends of

Kishorit.

(d) Independence Status

The Company regards Ron Golan as an independent

non-executive director within the meaning of the UK

Corporate Governance Code and free from any business

or other relationship that could materially interfere

with the exercise of his independent judgement. Ron’s

previous appointment as a director of the Company’s

subsidiary, iFOREX Holding Ltd., as of 26 November 2024

was in connection with the Company’s preparations

for Admission to the Main Market and assisting the

Group with this process, and is therefore not considered

by the wider Board to impair Ron’s independence as a

non-executive director of the Company.

Board of Directors continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 49

Governance Report

Sir Michael Lawrence Davis

Senior Independent Director

Denzil Jenkins

Independent Non-Executive Director

Sir Michael Davis joined the Board as a Non-Executive Director upon

Admission, and was appointed as the Senior Independent Director (“SID”) at

that time.

(a) Key Skills and Experience

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 over

a ten-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. His notable achievements include 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; the initial public offering of Xstrata

plc on the London Stock Exchange in 2002; Xstrata’s subsequent acquisitions

of MIM Holdings and Falconbridge Ltd.; the 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 Honours List,

Sir Michael was made a Knight’s Bachelor.

(b) Committee Memberships

Sir Michael Davis chairs the Audit Committee, and is also a member of the

Remuneration Committee and of the Nomination Committee.

Sir Michael Davis’s current external appointments include Vision Blue

Resources Limited, Macsteel Global Limited, Ferro-Alloy Resources Limited,

NextSource Materials Inc., Vision Blue Capital Limited, Haven Cyber TopCo

S.à r.l., Sinova Global Inc, Institute for National Security Studies of Israel,

Nosmas Protector Corporation, Nosmas Investment Advisor Corporation,

SVRE Holdings Ltd, Shared Future, The Davis Foundation, Sabi Sand Wildtuin

Association, University of Haifa, Brookings International Advisory Council,

The Duke of Edinburgh International Awards Advisory Council, The Kemach

Foundation, Royal Opera House Development Committee, Ethiopotash, Vision

Blue Advisors UK LLP, Onward Thinktank LTD, Beacon Rock Limited, Chief

Rabbinate Trust, QTEC Analytics Limited, The Portland Trust, Jordan Holdings

Limited, and Institute for Strategic Dialogue, among others.

(d) Independence Status

The Company regards Sir Michael Davis as an independent non-executive

director within the meaning of the UK Corporate Governance Code and free

from any business or other relationship that could materially interfere with the

exercise of his independent judgement.

Denzil Jenkins joined the Board as a Non-Executive Director upon Admission.

(a) Key Skills and Experience

Denzil Jenkins currently serves as Chair of OneChronos Markets UK, a firm

regulated by the FCA as a multilateral trading facility, and OneChronos Markets

NL B.V. 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, where

he oversaw regulatory compliance, including financial crime and 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

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.

(b) Committee Memberships

Denzil Jenkins chairs the Remuneration Committee, and is also a member of the

Audit Committee and of the Nomination Committee

Denzil Jenkins’s current external appointments include OneChronos Markets UK

Limited, OneChronos Markets NL B.V. and Tetherdown Primary School.

(d) Independence Status

The Company regards Denzil Jenkins as an independent non-executive director

within the meaning of the UK Corporate Governance Code and free from any

business or other relationship that could materially interfere with the exercise of

his independent judgement.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202550

Governance Report

Corporate Governance

The Board

(a) Roles and responsibilities

The Board of Directors provides

effective and entrepreneurial

leadership to the Group in order to

promote its long-term sustainable

success and value-generation for

shareholders, as well as promoting

positive contributions by the Group

to wider society. It is responsible

for ensuring that the Group has the

necessary resources, policies and

practices in place in order for it to meet

the Group’s objectives and measure

performance against them. In doing

so, the Board also seeks to ensure the

Group’s purpose, values and strategy

are aligned with the Group’s culture,

which it is responsible for assessing

and monitoring. This includes engaging

effectively with, and encouraging

participation from shareholders and

other key stakeholders to ensure

that the Group is able to meet its

responsibilities to them. The Board also

has ultimate responsibility to prepare

the Annual Report and Financial

Statements and to ensure that

appropriate internal controls and risk

management systems are in place in

order to assess, manage and mitigate

risk. Additionally, the Board as a whole

is responsible for the appointment and

removal of the Company Secretary.

In accordance with the UK Corporate

Governance Code, all Directors will be

subject to annual re-election.

The Board maintains a clear division of

responsibilities between the leadership

of the Board and the executive

leadership of the Group’s business,

and an overview of the responsibilities

of the principal Board roles is set out

below.

The articles of association of the

Company, which set out the rules

governing the powers and governance

of the Board, and a schedule setting

out the matters specifically reserved for

decision by the Board (rather than one

of its Committees), are both available

on the Company’s website: https://

www.iforex.com/investors/corporate-

documents.

(b) Activities and Director

attendance

During the period under review, being

the financial year ended 31 December

2025, the Board (which was at the

time composed of only the two

Executive Directors, being Itai Sadeh

and Shirley Winkler Hollander) held

two formal meetings, which were all

attended by both Board members. In

addition to shaping and driving the

Group’s strategy and leading the day-

to-day management of the Group’s

business, the activities of the Board

during that period, in which it was not

subject to the UK Listing Regime or

the UK Corporate Governance Code,

were primarily focused on preparing

for the Company’s Admission,

including (amongst other matters):

the development of a corporate

governance structure aligning with the

new requirements applicable to the

Company, the appointment of Directors

in connection with this, and developing

the Group’s remuneration arrangements

in preparation for Admission; the

migration of the Company from the

British Virgin Islands to Guernsey; and

preparing the documentation (including

the Registration Document and

Prospectus) and supporting financial

information required for the Company’s

Admission.

The Non-Executive Directors (being

Ron Golan, Sir Michael Davis and

Denzil Jenkins) provide constructive

challenge, strategic guidance, offer

specialist advice and hold management

to account. They have a prime role in

appointing and removing the Executive

Directors and are responsible for

scrutinising and holding to account

the performance of the Executive

Directors and management against

agreed performance objectives,

meeting without the Executive Directors

present in order to do so. The Non-

Executive Directors will also meet at

least annually (and on other occasions

as necessary) without the Chair to

appraise the Chair’s performance.

The Executive Directors (being Itai

Sadeh and Shirley Winkler Hollander)

are responsible for the leadership and

day-to-day management of the Group

and its business, working closely

with the Senior Management team

to develop and monitor the group’s

purpose, values and strategy, and the

alignment of these with the Group’s

business culture. The Executive

Directors also constitute the Disclosure

Committee, and together with the

Chair of the Board, are also responsible

for determining the remuneration of

the Non-Executive Directors, acting

in accordance with the Company’s

articles of association and ensuring

that such remuneration reflects

the Non-Executive Directors’ time

commitments and responsibilities.

The Board is supported in its

functions by its Nomination, Audit and

Remuneration Committees, to whom

it has delegated certain powers, roles

and responsibilities, as well as by its

Disclosure Committee. The powers,

roles and responsibilities of each of

these committees are outlined in the

sections that follow in this Governance

Report.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 51

Governance Report

Since the start of 2026 and up to the date of this Annual Report (being 29 April

2026), the Board has held three formal meetings, and the following table sets out

the Directors’ attendance at these Board meetings:

Director

Total Board meetings attended between

1 January 2026 and 29 April 2026

(compared against maximum number of meetings

entitled to attend during that period)

Itai Sadeh (Chief Executive Officer)

Shirley Winkler Hollander (Chief Financial Officer)

Ron Golan (Non-Executive Chairman)

Sir Michael Lawrence Davis (Senior Independent Director)

Denzil Jenkins (Non-Executive Director)

* Non-Executive Directors whose appointments became effective on 25 February 2026 and who were

therefore entitled to attend only one of the Board meetings held between 1 January 2026 and 29 April 2026.

In carrying out all of the above, the

Non-Executive Chairman seeks to

demonstrate objective judgement at

all times and to promote a culture of

openness and debate.

Chief Executive Officer

The Chief Executive Officer, Itai Sadeh,

is responsible for the executive

leadership and day-to-day management

of the Group. This includes working

closely with the other Executive

Directors of the Company and the

Senior Management of the Group to

shape, develop and drive the Group’s

purpose, values and strategy, and

ensure that these are aligned with the

Group’s business culture. The Chief

Executive also represents the Company

and wider Group to key stakeholders

such as shareholders, employees,

clients, regulators, suppliers, service

suppliers and vendors and the

community, as well as to the media and

wider public.

Together with the other Executive

Directors and the Chair of the Board,

the Chief Executive Officer is also

responsible for determining the

remuneration of the Non-Executive

Directors, acting in accordance with

the Company’s articles of association

and ensuring that such remuneration

reflects the Non-Executive Directors’

time commitments and responsibilities.

Senior Independent Director

(“SID”)

The Senior Independent Director, Sir

Michael Davis, acts as a sounding

board for the Chair and serves

as an intermediary for the other

Directors when necessary. As Senior

Independent Director, Sir Michael Davis

is available to shareholders if they

have concerns that normal channels

of communication have failed to

resolve, or for which such channels are

inappropriate.

The SID will also meet with the other

Non-Executive Directors, excluding

the Chair, at least annually to appraise

the Chair’s performance, and on other

occasions as necessary.

Committees of the Board

The Board is supported in its

work by its Nomination, Audit and

Remuneration Committees, to whom

it has delegated certain powers,

roles and responsibilities, as well as

by its Disclosure Committee. The

composition, responsibilities, initial

activities, and priorities for the next

reporting cycle of the Nomination, Audit

and Remuneration Committees are

set out in the reports of the respective

Committees in the sections that follow,

on pages 53 to 56, 57 to 61 and 62 to

69, respectively.

The Disclosure Committee is

comprised of the Chief Executive

Officer and the Chief Financial Officer,

and was established with effect from

Admission on 25 February 2026 to

ensure timely and accurate disclosure

of all information that is required to be

disclosed to the market and to meet

the legal and regulatory obligations

and requirements arising from the

listing of the Company’s securities

on the London Stock Exchange. It is

responsible for monitoring, evaluating

and enhancing the disclosure controls

and procedures of the Group.

Board Structure and Allocation

of Responsibilities

Chair of the Board

The Non-Executive Chairman of the

Board, Ron Golan, is responsible for

leading the Board and for the Board’s

overall effectiveness in directing the

Group. The Chairman is also responsible

for facilitating constructive Board

relations and the effective contribution

of all Non-Executive Directors, as well

as ensuring that directors receive

accurate, timely and clear information.

This includes ensuring that the Board

has a clear understanding of the views

of shareholders, and in connection with

this, the Chairman will seek regular

engagement with major shareholders

in order to understand their views on

governance and performance against the

strategy.

The Chairman will hold meetings

with the other Non-Executive

Directors (without the Executive

Directors present) for the purposes of

scrutinising and holding to account the

performance of the Group’s Executive

Directors and management against

agreed performance objectives, and will

also be responsible for commissioning

a regular externally facilitated Board

performance review, as required by the

UK Corporate Governance Code. He will

act on the results of such performance

reviews by recognising the strengths

and addressing any weaknesses of the

Board.

Corporate Governance continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202552

Governance Report

The Disclosure Committee shall meet

at such times and in such manner

(including by telephone or video

conference) as shall be necessary

or appropriate, as determined by the

Chair of the Committee or, in their

absence, by another member of the

Committee. In addition, the Disclosure

Committee shall meet at least annually

to review the operation, adequacy and

effectiveness of its own procedures.

Due to the short time that has passed

since Admission, the Disclosure

Committee has not held any formal

meetings yet.

The formal roles, responsibilities

and governance of each of the Audit,

Nomination, Remuneration and

Disclosure Committees are set out in

more detail in the terms of reference of

each Committee, which are available

on the Company’s website: https://

www.iforex.com/investors/corporate-

documents.

Company Secretary

The Company Secretary, New Street

Management Limited, is responsible for

advising the Board on all governance

matters, assists the Board and the

Chair with governance and compliance

matters affecting the Board and

the Group, and supports the Board

in ensuring that it has the policies,

processes, information, time and

resources it needs in order to function

effectively and efficiently. All Directors

have access to the advice of the

Company Secretary.

Senior Management

The Senior Management team form the first layer of management below Board

level, and are crucial to the day-to-day management and operation of the business

of the Group, working closely with the Group’s Chief Executive Officer and Chief

Financial Officer. As at 29 April 2026 (being the date on which this Annual Report

was approved), the Senior Management team comprises the following individuals:

Name Position

Suzi Attal Head of European Operations

Erez Kotser Chief Risk Officer

Niv Dalal Chief Technology Officer

Yaniv Lior Chief Information Security Officer

Dan Kassovitz Interim Chief Executive Officer of Formula Investment House Ltd.

The Senior Management team also includes the Group’s Company Secretary,

whose roles and responsibilities are set out separately above.

Corporate Governance continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 53

Governance Report

Letter from the Chair of the

Nomination Committee

Ron Golan

Chair of the Nomination Committee

I am satisfied that the Board, as

constituted following Admission, brings

together a complementary range of

skills, experience and perspectives

that are well-suited to supporting

the Company through its next phase

as a publicly listed business. The

profiles of each director, including their

relevant experience, are set out in the

section entitled “Board of Directors” on

pages48 to 49 of this Annual Report.

Looking ahead, the Nomination

Committee intends to focus on

ensuring that the Board and its

Committees maintain the right balance

of skills, independence, knowledge and

experience to support the Company’s

strategy and its long-term sustainable

success. Central to the Committee’s

approach is that appointments to the

Board and succession plans for the

Board and Senior Management are

based on merit and objective criteria,

whilst promoting diversity (including,

amongst other factors, of gender,

social and ethnic backgrounds, and

cognitive and personal strengths),

inclusion and equal opportunity. The

Committee will keep these matters

under active review during the current

financial year.

I look forward to reporting to you on

the Committee’s continued progress in

next year’s Annual Report.

Ron Golan

Chair, Nomination Committee

29 April 2026

Dear Shareholder,

I am pleased to present the Nomination

Committee’s inaugural report for the

financial year ended 31 December 2025,

following the Company’s Admission on

25 February 2026.

Upon the Admission of the Company

on 25 February 2026, the Board

established the Nomination Committee

to support strong governance and

effective Board composition and

succession planning, in line with

the UK Corporate Governance Code.

This first report of the Nomination

Committee covers the establishment

of the Committee upon Admission,

the Committee’s initial activities in the

period since then, and the intended

focus areas for the Committee’s

activities going forward.

As the Nomination Committee was

established after the close of the

financial year ended 31 December

2025, it did not meet or carry out

any activities during that reporting

period. Matters typically falling

within the scope of a nomination

committee’s responsibilities were

managed by the Board in the period

prior to the Nomination Committee’s

establishment.

Nomination committee report

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202554

Governance Report

Committee composition and

attendance

The Nomination Committee comprises

Ron Golan (Chair), Sir Michael Davis

and Denzil Jenkins. The majority of the

members of the Nomination Committee

are independent Non-Executive

Directors. The table below sets out the

composition of the Committee as at the

time of its establishment on 25 February

2026 (which remains the same as at the

date of this Annual Report).

Member of the

Committee Member since

Ron Golan (Chair) 25 February 2026

Sir Michael Lawrence

Davis

25 February 2026

Denzil Jenkins 25 February 2026

The Committee is expected to meet

at least twice a year at appropriate

times in the reporting cycle, including

once close to the financial year end,

and otherwise as required. The Chief

Executive Officer and other individuals

may be invited to attend meetings as

appropriate, but are not present for any

discussions that relate directly to their

own appointment or remuneration.

As noted in the letter from the Chair of

the Committee above, the Nomination

Committee was not established until

the Company’s Admission on 25

February 2026, and accordingly did

not hold any meetings or conduct any

activities during the FY 2025, being

the period under review. Matters

typically dealt with by a nomination

committee were managed by the Board

prior to the Nomination Committee’s

establishment. Since Admission and

up to the date of this Annual Report,

the Nomination Committee has held

two formal meetings, which all three

Committee members attended.

Activities and key matters

considered

(a) Board and Senior Management

appointments

During the course of the Company’s

preparations for Admission, the Board

(at the time comprising the Chief

Executive Officer and Chief Financial

Officer) oversaw:

• the process of selecting and

appointing the Non-Executive

Directors (being Ron Golan (appointed

as Non-Executive Chairman), Sir

Michael Lawrence Davis (appointed

as Senior Independent Director) and

Denzil Jenkins (appointed as an

independent Non-Executive Director));

and

• the establishment and composition

of the Board’s Committees,

all taking effect upon Admission on

25 February 2026. In doing so, the

Board considered the balance of

skills, independence, knowledge and

experience required to support the

Company’s strategy as a newly listed

business. The Board also considered

the existing external commitments

of each of the new Non-Executive

Directors and was satisfied that each

of them had sufficient time to devote

to their respective roles within the

Group and that any existing external

commitments did not give rise to a

conflict of interest.

Additionally, in March 2026 the

Nomination Committee considered

(amongst other matters) and

recommended the appointment of Dan

Kassovitz as Chief Executive Officer

of FIH, which the Board approved with

effect from 1 April 2026, subject to the

approval of the BVI Financial Services

Commission. Until the receipt of such

approval, Dan Kassovitz shall serve

as Interim Chief Executive Officer of

FIH. Dan Kassovitz is considered by

the Group to be a member of the wider

Group’s Senior Management team with

effect from the date of his appointment

as Interim Chief Executive Officer of

FIH.

(b) Succession planning

The Nomination Committee believes

that effective succession planning is

important to the long-term success

of the Group, particularly in the

context of the Group’s relatively

lean organisational structure and

the concentration of operational

knowledge and expertise among a

limited number of senior individuals.

Succession planning for the Board and

Senior Management team will remain

a standing item on the Nomination

Committee’s agenda during 2026 and

beyond, with the overriding principle

being that succession plans should be

based on merit and objective criteria,

whilst promoting diversity, inclusion

and equal opportunity.

Since the Chair of the Nomination

Committee is also the Non-Executive

Chair of the Board, where the

succession of the Non-Executive Chair

is under consideration the Chair will

recuse himself from presiding over

the relevant Nomination Committee

discussions, with another Committee

member assuming responsibility for

that agenda item.

The Company’s approach to Board

diversity is that appointments and

succession plans should be based

on merit and objective criteria, whilst

also promoting diversity of gender,

social and ethnic backgrounds, and

cognitive and personal strengths.

The Nomination Committee recognises

that diversity of perspective and

experience is a valuable asset to the

Board and intends to embed this

principle into its ongoing approach to

Board composition and succession

planning. More information on the

Group’s approach to diversity, equity

and inclusion can be found on

page39 in the Strategic Report within

this Annual Report, as well as in the

pages that follow in this Nomination

Committee Report.

As the Company was not subject to the

UK Listing Rules or the UK Corporate

Governance Code, including their

respective requirements relating to

diversity, equity and inclusion, prior to

Admission, the Committee’s work on

diversity during the remainder of 2026 will

be principally directed at developing and

implementing an appropriate diversity,

equity and inclusion policy that reflects

Nomination committee report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 55

Governance Report

the Company’s new obligations as a

UK-listed company. Going forward, the

Nomination Committee intends to keep

its approach to diversity at the Board and

Senior Management level (as well as in

the wider workforce) under active review,

having regard to the evolving expectations

of shareholders, regulators and other

stakeholders, as well as applicable

regulatory guidance and market practice.

During the period under review, being

FY 2025, the Company was not

subject to the requirements relating

to disclosures on diversity, equity and

inclusion under the UK Listing Rules

or the UK Corporate Governance Code.

Following the Company’s Admission on

25 February 2026 it became subject to

these requirements and, accordingly, the

Company discloses the numerical data

in the following tables, as at 29April

2026 (being the date on which this

Annual Report was approved), on the

gender identity and ethnic background

of the individuals on the Board and in

the Company’s Senior Management,

as well as on the gender identity of the

individuals who directly report to the

Senior Management, in accordance with

UKLR 6.6.6R(10) and Provision 23 of the

UK Corporate Governance Code 2024.

The ethnic background data for the

tables below was collected by asking

each of the relevant individuals to

confirm their ethnic background on a

voluntary basis. These individuals were

notified that whilst the Company is

under a regulatory requirement to make

these disclosures, individuals are not

personally required to provide this data,

and any individual who did not wish to

disclose may be recorded under “not

specified / prefer not to say”. Gender

information was collected from the

Group records.

In respect of the UK Listing Rules’

diversity targets, as at 29 April 2026

(being the date on which this Annual

Report was approved), Mrs. Shirley

Winkler Hollander held a senior position

on the Board as the Chief Financial

Officer. The percentage of women on

the Board was 20 per cent. (representing

one of the five Board members), below

the FCA target of 40 per cent., and none

of the Directors were from a minority

ethnic background (as defined in the

UK Listing Rules). The Nomination

Committee and the Board as a whole

believe that the current composition of

the Board reflects the most appropriate

individuals given their skills, experience

and the overall needs of the Board

at this early stage of the Company’s

life as a UK-listed company. However,

recognising the importance of diversity,

inclusion and equal opportunity, and in

order to align closer with the FCA’s UK

Listing Rules’ targets, the Nomination

Committee continues to consider and

work towards improvements in gender

representation and ethnic diversity as

the Group grows over time.

Nomination committee report continued

Board and Senior Management (and direct reports) gender diversity (as at 29 April 2026)

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in Senior

Management*

Percentage

of Senior

Management

Number of

direct reports

to the Senior

Management

Percentage of

direct reports

to the Senior

Management

Men

4 80% 3 4 80% 16 52%

Women

1 20% 1 1 20% 15 48%

Not specified /

prefer not to say 0 0% 0 0 0% 0 0%

* The executive management of the Company also includes the Company Secretary, New Street Management Limited, which is a corporate entity and therefore not

included in the gender diversity statistics in the above table.

Board and Senior Management ethnic diversity (as at 29 April 2026)

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in Senior

Management*

Percentage

of Senior

Management

White British or other White

(including minority-white groups) 5 100% 4 5 100%

Mixed/ Multiple ethnic groups

0 0% 0 0 0%

Asian/Asian British

0 0% 0 0 0%

Black/African/ Caribbean/ Black British

0 0% 0 0 0%

Other ethnic group

0 0% 0 0 0%

Not specified / prefer not to say

0 0% 0 0 0%

* The executive management of the Company also includes the Company Secretary, New Street Management Limited, which is a corporate entity and therefore not

included in the ethnic diversity statistics in the above table.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202556

Governance Report

(d) Performance evaluation of the

Board, Committees and Directors

As the Company’s Admission and,

consequently, the appointment of

the Non-Executive Directors and

establishment of the Committees, took

place after the end of the period under

review, the Board and Nomination

Committee have not undertaken any

formal performance evaluations at the

Board and Committee levels in respect

of FY 2025. However, in accordance

with Principle L and Provision 21 of

the UK Corporate Governance Code

2024, the Nomination Committee

intends to implement, in conjunction

with the Chair and the wider Board, a

formal and rigorous annual review

of the performance, composition,

diversity and functioning of the Board,

its Committees, the Chair and the

individual Directors going forward.

The Nomination Committee will also

work, together with the Chair, on the

implementation of a regular externally

facilitated Board performance review,

in accordance with the UK Corporate

Governance Code.

Key focus areas

As the Nomination Committee was

established upon Admission on 25

February 2026, it had no activities

during FY 2025. A summary of the

Nomination Committee’s key priorities

for FY 2026 and beyond is set out

below.

(a) Board composition and skills

Regular reviews of the structure, size

and composition of the Board will be

undertaken, covering the balance of

skills, experience, independence and

diversity. A Board skills matrix will be

maintained to identify gaps and inform

future recruitment decisions.

(b) Succession planning

Succession planning for Board

members and Senior Management

will be a standing agenda item

for the Nomination Committee.

The Committee will oversee the

development of a pipeline of future

candidates, having regard to the

Company’s long-term strategic

objectives and the importance of

maintaining a diverse and appropriately

skilled Board and Senior Management

team.

appointments

For future vacancies, the Nomination

Committee will prepare a role and

capability specification and lead a

formal, rigorous and transparent

selection process, drawing from a

broad pool of candidates, before

making a recommendation to the

Board on appointments. Where the

appointment of a new Chair or other

Non-Executive Director is required, the

Nomination Committee will consider

whether it is appropriate for open

advertisement and/or an external

search consultancy to be used for

such appointments, in line with the UK

Corporate Governance Code.

(d) Diversity, equity and inclusion

The Nomination Committee will

consider diversity (including gender

and ethnic diversity) amongst other

factors as part of its regular review of

the structure, size and composition of

the Board and Senior Management and

make recommendations to the Board

with regard to any changes, and will

oversee the development of a diverse

pipeline for succession for both the

Board and Senior Management. The

Committee will consider how the Group

can take appropriate measures to align

closer with the FCA’s UK Listing Rules’

diversity targets as part of the Group’s

growth over time.

(e) Board, Committee and Director

effectiveness and performance

An appropriate framework for the

annual evaluation of the Board, its

Committees, the Chair and individual

Nomination committee report continued

Directors will be established,

with outcomes informing future

composition and development

priorities. The Nomination Committee

intends to report on the outcomes

of its first annual performance

evaluations in next year’s Annual

Report for FY 2026.

The Nomination Committee will also

assist the Chair with commissioning

a regular externally facilitated Board

performance review, in accordance

with the UK Corporate Governance

Code.

(f) Induction and development

Newly appointed Directors will receive

a comprehensive induction to ensure

they are fully informed about strategic

and commercial issues affecting the

Group, the Group’s business model,

the Group’s purpose, values, risk

management and internal controls

framework, principal risks of the

Group and the markets in which it

operates, as well as their duties and

responsibilities as a Director. An

ongoing programme of training and

professional development will also be

made available to all Board members.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 57

Governance Report

Sir Michael Lawrence Davis

Chair of the Audit Committee

Our initial work has focused on two

principal themes: first, ensuring that the

Group’s financial reporting and internal

control infrastructure is appropriate

for a UK-listed company; and second,

establishing the Audit Committee’s

working practices and its relationship

with the external auditor, Kost Forer

Gabbay and Kasierer (a member

firm of Ernst & Young). In particular,

the Committee has reviewed the

suitability of the accounting policies

adopted by the Group, the significant

judgements and estimates applied by

management in the preparation of the

financial statements, and the key areas

of financial reporting risk, including

revenue recognition and trading

income, the going concern and viability

assessments and the segregation of

client funds. Further detail on each of

these matters is set out in this report.

Where requested by the Board, the

Audit Committee provides advice on

whether the Annual Report, taken

as a whole, is fair, balanced and

understandable and provides the

information necessary for shareholders

to assess the Company’s position,

performance, business model and

strategy. Following our review, we have

confirmed to the Board that, in our

opinion, the FY 2025 Annual Report

satisfies that requirement.

Looking ahead, the Audit Committee’s

priorities include embedding a robust

financial reporting and controls

framework, deepening its oversight

of risk management, and continuing

to develop its relationship with the

external auditor, while reporting

to the Board effectively on how

the Committee has discharged its

responsibilities. I am confident that the

Audit Committee is well placed to fulfil

its responsibilities as the Company

continues its journey post-Admission.

I look forward to reporting to you on the

Committee’s continued progress in next

year’s Annual Report.

Sir Michael Lawrence Davis

Chair, Audit Committee

29 April 2026

Letter from the Chair of the

Audit Committee

Dear Shareholder,

I am pleased to present the Audit

Committee’s inaugural report for the

financial year ended 31 December

2025, following the Company’s

Admission.

The Audit Committee has responsibility

for, among other things, the monitoring

of the financial integrity of the

Company’s financial statements, the

review of its internal financial controls,

and the monitoring and review of

the external auditor’s independence

and objectivity and the effectiveness

of the audit process. I take these

responsibilities seriously, and I am

committed to ensuring that the

Committee discharges them with

the rigour and independence that

shareholders should expect.

As the Audit Committee was

established upon the Company’s

Admission on 25 February 2026, it did

not undertake any activities during FY

2025. This report therefore covers the

Committee’s establishment, its initial

activities since Admission, and its

priorities for the year ahead.

Audit Committee Report

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202558

Governance Report

Committee composition and

attendance

In accordance with the requirements of

the UK Corporate Governance Code, the

Audit Committee is made up of at least

two members who are independent

Non-Executive Directors. The Audit

Committee, following Admission,

is chaired by Sir Michael Davis, an

independent Non-Executive Director,

and its other members are Ron Golan

and Denzil Jenkins.

Sir Michael Davis is a Chartered

Accountant by profession, and, during

his career, he has raised almost USD

40 billion from global capital markets

and successfully completed over USD

120 billion of corporate transactions.

The Board considers Sir Michael Davis

to satisfy the requirement for recent

and relevant financial experience for

the purposes of the UK Corporate

Governance Code, and also considers

the Audit Committee as a whole to

have competence relevant to the sector

in which the Group operates.

The chair of the Board should not

ordinarily be a member of the Audit

Committee. However, given the size of

the Board, it has been decided that Ron

Golan should participate in the Audit

Committee even though he is Chairman

of the Board. The Board is satisfied

that Ron Golan’s participation does

not compromise the independence

or effectiveness of the Audit

Committee, given his independence

from management and his extensive

capital markets and corporate finance

experience.

The Company regards all of the

proposed Non-Executive Directors as

independent non-executive directors

within the meaning of the UK Corporate

Governance Code and free from

any business or other relationship

that could materially interfere with

the exercise of their independent

judgement.

The table below sets out the

composition of the Audit Committee

as at the time of its establishment on

25 February 2026 (which remains the

same as at the date of this Annual

Report).

Member of the Committee Member since

Sir Michael Lawrence

Davis (Chair)

25 February 2026

Ron Golan 25 February 2026

Denzil Jenkins 25 February 2026

The Audit Committee shall normally

meet at least three times a year at the

appropriate times in the reporting and

audit cycle and otherwise as required.

The Chief Financial Officer and other

members of Senior Management, as

well as representatives of Kost Forer

Gabbay and Kasierer, are also invited

to attend meetings as appropriate.

The Committee also meets privately

with the external auditor at least once

a year without management present,

in order to facilitate open and candid

discussion.

Since the Audit Committee was

established upon the Company’s

Admission on 25 February 2026, it

did not hold any formal meetings or

conduct any activities during the period

under review. Matters dealt with by

an audit committee were managed

by the Board prior to the Committee’s

establishment. Since Admission and up

to the date of this Annual Report, the

Audit Committee has held one formal

meeting, which all three Committee

members attended.

Activities and key matters

considered

As noted above, audit-related matters

were overseen directly by the Board

prior to the Audit Committee’s

establishment upon Admission. Since

Admission, the Audit Committee has

focused on reviewing the Group’s

financial reporting for FY 2025 and

establishing its working practices.

The following sections summarise

the key matters considered by the

Audit Committee in connection with

the preparation of this Annual Report,

together with its intended priorities

for the year ahead. In addition to the

matters outlined below, the Audit

Committee will focus on reviewing and

considering the requirements of the

Financial Reporting Council’s ‘Audit

Committees and the External Audit:

Minimum Standard’ and working to

ensure the Group’s compliance with

these. The Committee will report to

the Board on how it has discharged

these responsibilities as appropriate,

and in line with the UK Corporate

Governance Code.

Overview of significant

financial reporting matters

considered

A core responsibility of the Audit

Committee is to monitor the integrity

of the Company’s financial statements,

with particular focus on areas of

significant judgement and estimation

by management (further information

on which is set out in Note 3 (Critical

accounting estimates and judgements)

to the Consolidated Financial

Statements on page85 of this Annual

Report). Following its establishment

upon the Company’s Admission on 25

February 2026, the Audit Committee

has, with support from the Group’s

external auditor, reviewed the suitability

of the accounting policies which have

been adopted (the application of

which policies is explained in Note 2

(Material accounting policies) to the

Consolidated Financial Statements

on pages 81 to 85 of this Annual

Report), and whether management

has made appropriate estimates and

judgements in the preparation of the

Company’s financial statements. In

particular, the Committee reviewed

and discussed with both management

and the external auditor the following

significant financial reporting matters:

(a) Revenue recognition and

trading income

Trading income represents revenue

generated from Customer Income,

which includes spreads and overnight

charges, and Customer Trading

Performance, comprising gains and

losses on customers’ trading positions

arising from client trading activity.

Audit Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 59

Governance Report

Open client positions are carried at fair

value through profit or loss, with gains

or losses arising from these valuations

recognised as trading income, as well

as gains or losses realised on positions

that have closed.

Trading income is accounted for under

the provisions of IFRS 9, at fair value

in accordance with IFRS 13, Fair Value

Measurements, as the Company is

a broker-dealer, and its operations

are based on generating profits from

variation in price of broker-traders’

margin and fair value adjustments of

client trading positions on currencies,

commodities, indices, cryptocurrencies,

stocks and exchange traded funds.

(b) Viability and going concern

statements

The Group has continued to trade

throughout the consolidated financial

statements period in a net asset

position. The Directors are pleased with

the progress of trading to date.

The Audit Committee has assisted the

Directors in their assessment of the

ability of the Company and the Group

to continue as a going concern until

the end of 31 December 2027 using

cash flow forecasts prepared from

1 January 2026. With the continued

encouraging current trading results the

Audit Committee and the wider Board

are satisfied that there are sufficient

resources to continue in business

for the foreseeable future and for

at least 12 months from the date of

approving these consolidated financial

statements.

Furthermore, there are no material

uncertainties that may cast significant

doubt upon the Group’s ability to

continue as a going concern. Therefore,

the consolidated financial statements

are prepared on a going concern basis.

The Audit Committee also reviewed the

Board’s assessments of the risks that

impact the Group’s viability as well as

the time horizon selected and stress-

testing scenarios applied by the Board

in its viability assessment of the Group.

The Board’s viability statement is set

out in the section entitled “Viability

statement” on page 34 of this

Annual Report, and the Directors’

going concern statement is set out

in Note 2(c) (Going concern) to the

Consolidated Financial Statements, on

pages 81 to 82 of this Annual Report.

The Group’s clients maintain funds in

the Group’s bank accounts for their

trading purposes.

iCFD Ltd. and Formula Investment

House Ltd. are required to manage

client funds in accordance with the

applicable client money rules, ensuring

these funds are segregated within a

fiduciary capacity supported by law and

cannot be used for any other purpose.

These arrangements are subject to

regulation, as well as industry custom

and practice. These assets are not

included in the Group’s statement

of financial position as the ability to

control the assets is restricted. The

determination of control is based on

several indicators that mainly examine

who is entitled to the economic

benefits derived from the cash flows

arising from these assets, and if clients

have a secured claim in case of the

insolvency of iCFD Ltd. or Formula

Investment House Ltd.

This determination is re-examined

when there is a change in

circumstances, laws, regulations and

contracts with the client.

(d) Fair, balanced and

understandable

The Board requested that the Audit

Committee advise whether the Annual

Report and Accounts for FY 2025,

taken as a whole, is fair, balanced

and understandable and provides the

information necessary for shareholders

to assess the Company’s performance,

business model and strategy.

In carrying out this assessment, the

Audit Committee considered whether

the Annual Report and Accounts:

• presents a fair picture of the Group’s

performance and position, including

adequate discussion of both positive

and negative developments during

FY 2025;

• is balanced in the consistency of

treatment between the front half

(narrative reporting) and back half

(financial statements), and that

no undue emphasis is placed on

favourable information at the expense

of less favourable matters; and

• is understandable, with clear

and accessible language used

throughout, and a coherent

framework linking the Group’s

strategy, business model, principal

risks and financial performance.

Following this review, the Audit

Committee confirmed to the Board

that, in its opinion, the Annual Report

and Accounts, taken as a whole, is

fair, balanced and understandable and

provides the information necessary for

shareholders to assess the Company’s

performance, business model and

strategy.

Internal control and risk

management systems

The main features of the Group’s

internal and risk management systems

are set out in the section entitled “Risk

Management, Principal Risks and

Uncertainties” on pages 27 to 33 of

this Annual Report, and an overview of

the Group’s whistleblowing policy and

other policies relating to anti-corruption

and anti-bribery matters is set out

in the section entitled “Responsible

business” on pages 38 to 41. The Audit

Committee is responsible for reviewing

the adequacy and security of these

frameworks, systems, controls and

policies (including oversight of the

Group’s whistleblowing framework

and ABC Policy). It in turn reports to

the Board on the outcomes of these

reviews and its recommendations in

light of these, with the Board having the

ultimate responsibility for approving the

relevant policies and arrangements and

any changes or other actions required.

Audit Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202560

Governance Report

Following the Company’s Admission,

and the establishment of the Audit

Committee, on 25 February 2026, the

key focus areas of the Audit Committee

in respect of the Group’s internal

controls and risk management systems

going forward are expected to include,

amongst others:

• monitoring the integrity of the

financial statements of the

Group, including its annual and

half-yearly reports, any interim

management statements, preliminary

announcements and any other

formal announcements relating to its

financial performance, reviewing and

reporting to the Board on significant

financial reporting issues and

judgements contained in them having

regard to matters communicated to it

by the external auditor;

• monitoring, and at least annually

reviewing (and reporting in the

Annual Report on) the effectiveness

of, the Group’s risk management and

internal control systems, covering

all material controls (including

financial, operational, reporting and

compliance controls), including

reviewing the assessments of, and

reporting on these by, management

and the external auditor;

• monitoring and reviewing the

effectiveness of the Company’s and

Group’s internal audit arrangements

(including considering and making

a recommendation at least annually

regarding whether it is necessary

or appropriate for the Company to

establish a group-level internal audit

function);

• reviewing and approving the

statements on internal control and

risk management to be included

in the annual report including the

assessment of principal risks and

emerging risks, and the viability

statement prior to endorsement by

the Board;

• assisting the Board in carrying

out a robust assessment of the

emerging and principal risks facing

the Company and in reporting on

those risks and how they are being

managed or mitigated; and

• reviewing the adequacy and security

of the Group’s whistleblowing

framework as well as the Group’s

other systems and controls for

ethical behaviour, prevention of

bribery, money laundering and other

compliance matters (including

reviewing reports on these matters

from the relevant compliance officers

within the Group where relevant).

Internal audit

The Company’s subsidiaries maintain

internal audit arrangements as required by

their respective regulatory regimes. The

Audit Committee is required to consider

at least once per annum whether it is

necessary or appropriate for the Company

to establish a group-level internal

audit function, and to either make a

recommendation to the Board accordingly

or explain why such a function would not

be necessary or appropriate.

Since Admission and up to the date of

this Annual Report, the Audit Committee

has held one formal meeting, at which

all three Audit Committee members

were in attendance. The question of

whether it is necessary or appropriate

for the Company to establish a

Group-level internal audit function was

considered at the Audit Committee’s

first meeting on 28 April 2026. The

Audit Committee concluded that, given

the size and complexity of the Group’s

operations at this stage, a group-level

internal audit function is not currently

required, but that this assessment

should be kept under review as the

Group develops. This will be a standing

agenda item at the Audit Committee’s

meetings going forward, and the Audit

Committee will report its conclusions,

and any recommendation to the Board,

in next year’s Annual Report.

In reaching this conclusion, the Audit

Committee had regard to the following:

• the Group’s regulatory obligations,

including the requirement for FIH to

submit an annual internal audit report

to the BVI FSC;

• the existing risk management and

compliance monitoring framework,

under which the risk management

and compliance team reports to the

Directors at least quarterly and a

formal review of risk is undertaken on

a six-monthly basis;

• the multiple sources of assurance

available to the Committee, including

management assurance reports,

internal audits conducted within

subsidiary entities, findings from the

external auditor and reports from

other assurance providers; and

• the resources and complexity of the

Group relative to the cost and benefit

of establishing a standalone function

at this stage.

The Audit Committee will continue

to assess annually whether the

establishment of a Group-level

internal audit function is necessary

or appropriate, having regard to the

Group’s growth, the evolving risk profile

of the business and the adequacy of

the existing assurance framework,

and will report its conclusions in each

Annual Report.

External auditor

Kost Forer Gabbay and Kasierer

(“KFGK”), a member of EY Global, was

appointed as the statutory auditor of

the Company on 1 April 2026. The

current lead audit partner at KFGK is

Mr. Dan Behar.

KFGK was also contracted from

25September 2024 until Admission

on 25 February 2026 to provide

Admission-related reporting

accountant services to the Company.

The Audit Committee and wider Board

recognise that, particularly following

the Company’s Admission, it is crucial

to ensure that the external auditor’s

independence and objectivity are

adequately safeguarded if it also

provides non-audit services. In light

of this, a representative of KFGK

was invited to present to the full

Board in March 2026 on the annual

pre-concurrence process that would

be required to be agreed, now that

the Company is UK-listed, for any

Audit Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 61

Governance Report

non-assurance services provided

by KFGK to the Company (or to any

entity that controls or is controlled by

the Company), save for certain tax

compliance services in Israel. Given

the current small size of the Board, it

was decided that any further requests

for such non-assurance services

should be reviewed and approved

by the full Board, rather than such

matters being delegated to a smaller

number of individual Directors.

Having considered the above

process for ensuring independence

and objectivity where any non-audit

services are to be provided by KFGK

and the fact that KFGK has no material

interest in the Company, amongst

other factors, the Audit Committee is

satisfied that KFGK is independent and

objective in discharging its external

audit functions. Furthermore, the Audit

Committee reviewed and discussed the

work of the external auditors and their

report on the audit of the Consolidated

Financial Statements, and considered

their interactions with management

and with the Board in connection with

this, and concluded that the audit has

been effective for FY 2025.

Going forward, key focus areas of the

Audit Committee in relation to external

audit are expected to include, amongst

others:

• considering and making

recommendations to the Board, to be

put to shareholders for approval at the

Company’s annual general meeting,

in relation to the appointment,

reappointment and removal of the

Company’s external auditor;

• ensuring that the audit services

contract is put out to tender as

and when determined by the Audit

Committee or as otherwise required

by the UK Corporate Governance

Code or other applicable regulation,

and overseeing the selection process

to ensure compliance with applicable

UK Corporate Governance Code and

other UK regulatory requirements;

• assessing annually the external

auditor’s independence and

objectivity, taking into account

relevant law, professional and

regulatory requirements and the

Group’s relationship with the auditor

as a whole, including any threats to

independence and the safeguards

applied to mitigate those threats;

• assessing annually the qualifications,

expertise and resources of

the external auditor, and the

effectiveness of the external audit

process, including a review of the

quality of the audit, the handling of

key judgements by the auditor and

the auditor’s response to questions

from the Audit Committee;

• developing and keeping under

review the Company’s policy on the

provision of non-audit services by the

external auditor, and ensuring that

the provision of any such services

does not impair the external auditor’s

independence or objectivity;

• meeting regularly with the external

auditor, including: at the planning

stage and at the reporting stage; at

least annually without management

being present to discuss the auditor’s

remit and any issues arising from the

audit; reviewing and approving the

annual audit plan; and reviewing the

findings of the audit with the external

auditor, including any major issues

arising and key accounting and audit

judgements; and

• approving the external auditor’s

remuneration (including fees for both

audit and non-audit services) and

terms of engagement, and ensuring

that the level of fees is appropriate to

enable an effective and high-quality

audit to be conducted.

Audit Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202562

Governance Report

Denzil Jenkins

Chair of the Remuneration Committee

Letter from the Chair of the

Remuneration Committee

Dear Shareholder,

I am pleased to present the

Remuneration Committee’s inaugural

report for the financial year ended

31 December 2025, following the

Company’s Admission on 25 February

2026.

Upon the Admission of the Company

on 25 February 2026, the Board

established the Remuneration

Committee to assist the Board in

determining its responsibilities in

relation to remuneration (including

its new responsibilities and

obligations under the UK Corporate

Governance Code), including making

recommendations to the Board of

Directors on the Company’s policy on

executive remuneration, setting the

overarching principles, parameters

and governance framework of its

remuneration policy, determining the

individual remuneration and benefits

package of each of its Executive

Directors, the Company Secretary, the

Chair and each member of the senior

management of the Group, including

pension rights and any compensation

payments. This first report of the

Remuneration Committee covers the

establishment of the Committee upon

Admission, the Committee’s initial

activities in the period since then,

and the intended focus areas for the

Committee’s activities going forward.

As the Remuneration Committee

was established after the close of the

financial year ended 31 December

2025, it did not meet or carry out

any activities during that reporting

period. Matters typically falling

within the scope of a remuneration

committee’s responsibilities were

managed by the Board in the

period prior to the Remuneration

Committee’s establishment. Following

the Committee’s establishment on

25 February 2026, the Committee’s

overriding objective is to develop a

formal and transparent procedure

for developing policy on executive

remuneration, and to ensure that the

Company’s remuneration arrangements

support its strategy and promote its

long-term sustainable success, with

executive remuneration aligned to the

Company’s purpose and values and

clearly linked to the successful delivery

of its long-term strategy.

Looking ahead, the Remuneration

Committee intends to focus on

establishing a robust and effective

remuneration governance framework

appropriate to the Company’s new

status as a UK-listed company,

on developing and implementing

remuneration arrangements that are

clearly aligned with the Company’s

strategy and long-term interests,

and on ensuring that executive pay

outcomes appropriately reflect

Company and individual performance.

The Committee will keep these matters

under active review during the current

financial year.

I look forward to reporting to you on the

Remuneration Committee’s continued

progress in next year’s Annual Report.

Denzil Jenkins

Chair, Remuneration Committee

29 April 2026

Remuneration Committee Report

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 63

Governance Report

Committee composition and

attendance

The Remuneration Committee

comprises Denzil Jenkins (Chair),

Ron Golan and Sir Michael Davis.

All members of the Remuneration

Committee are independent

Non-Executive Directors. Although

Denzil Jenkins had not, prior to

his appointment as Chair of the

Remuneration Committee, previously

served on a remuneration committee,

the wider Board believes that Denzil

brings significant and relevant

regulatory, compliance and financial

markets experience and knowledge

to his role as Chair of the Committee

(including knowledge of UK public

markets and the operation of listed

companies that is integral to the

Group), gained through senior

roles within leading exchanges

and regulatory bodies, and that his

appointment to this role is therefore for

the benefit of all stakeholders.

The table below sets out the

composition of the Committee as at the

time of its establishment on 25February

2026 (which remains the same as at the

date of this Annual Report).

Member of the Committee Member since

Denzil Jenkins (Chair) 25 February 2026

Ron Golan 25 February 2026

Sir Michael Lawrence

Davis

25 February 2026

The Remuneration Committee

shall meet at least twice a year, and

otherwise as required. The Chief

Executive Officer and other individuals

may be invited to attend meetings as

and when appropriate and necessary,

however no Director or member of the

Group’s Senior Management shall be

involved in any decisions as to their

own remuneration.

As noted in the letter from the

Chair of the Committee above, the

Remuneration Committee was not

established until the Company’s

Admission on 25 February 2026,

and accordingly did not hold any

meetings or conduct any activities

during FY 2025, being the period

under review. Matters typically dealt

with by a remuneration committee

were managed by the Board prior

to the Remuneration Committee’s

establishment. Since Admission and

up to the date of this Annual Report,

the Remuneration Committee has held

two formal meetings, which all three

Committee members attended.

Activities and key matters

considered

During FY 2025, and in the period

between the start of 2026 and the

Company’s Admission on 25 February

2026, the Board (at the time comprising

the Chief Executive Officer and Chief

Financial Officer) oversaw the following

key remuneration-related matters,

amongst other things:

• the approval of, and entry by

the Company into, the letters of

appointment of the Itai Sadeh and

Shirley Winkler Hollander governing

the terms of their appointments as

Executive Directors of the Company

from Admission, including their

remuneration for these appointments;

• the approval of, and entry by I

For Fintech Ltd. (“IFF”) into, the

employment agreements of Itai

Sadeh and Shirley Winkler Hollander

governing the terms of their

employment with IFF from Admission,

including their remuneration in

connection with their employment;

• the approval of, and entry by

the Company into, the letters of

appointment of Ron Golan, Sir Michael

Davis and Denzil Jenkins governing

the terms of their appointments

as Non-Executive Chair and Non-

Executive Directors of the Company

respectively from Admission,

including their remuneration for these

appointments; and

• the adoption of the Company’s 2024

Share Incentive Plan (the “2024Plan”)

and the 2009 Global Equity Incentive

Plan (the “2009 Plan”), each previously

adopted by the Board of iFOREX

Holding Ltd., effective on Admission.

During this period, each Executive

Director recused himself or herself

from any involvement in the Company’s

or IFF’s decision-making in relation

to their own respective employment

agreement and appointment letter and

remuneration thereunder.

Since the Company’s Admission and

the establishment of the Remuneration

Committee on 25 February 2026,

the Remuneration Committee

considered and made the following

recommendations, which in each case

were approved by the Board:

• the payment of one-off cash bonuses

to the Chief Executive Officer and the

Chief Financial Officer in recognition

of their respective roles in bringing the

Company to a successful Admission,

to be paid in their next payroll;

• minor administrative amendments to

the 2024 Plan;

• remuneration packages for

certain members of the Group’s

management (including, amongst

other things, the grant of certain

restricted share awards and options

over ordinary shares outlined in the

bullet-points below);

• the grant of restricted share awards

to certain Directors, employees and

contractors of the Group (including

certain PDMRs) pursuant to the

2024 Share Incentive Plan, each

vesting at 25 per cent. per annum

over four years, and the issuance

and allotment of new ordinary shares

in the Company underlying these

restricted share awards to IBI Trust

Management as trustee of the Group’s

employee share ownership trust

(which took place on 16 March 2026);

• the grant of options over ordinary

shares in the Company to certain

non-Israeli employees and

contractors of the Group pursuant to

the 2024 Share Incentive Plan, at an

exercise price of USD 0.01 per share,

each vesting at 25 per cent. per

annum over four years; and

• the exercise of discretion in relation to

the terms of certain option awards.

Remuneration Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202564

Governance Report

Members of the Remuneration

Committee recused themselves from

voting on, and from involvement in any

decision-making relating to, awards for

their own benefit.

Key focus areas

Going forward, the Remuneration

Committee expects its key focus areas

to include:

(a) Remuneration policy and

procedure development

The Remuneration Committee will

develop and formalise the Company’s

executive remuneration policy,

ensuring that it is designed to support

the Company’s strategy and promote

long-term sustainable success, with

executive remuneration clearly aligned

to the Company’s purpose and values.

The Committee will also ensure that

a formal and transparent procedure is

in place for determining director and

senior management remuneration in

compliance with the UK Corporate

Governance Code, and will be

responsible for setting remuneration

for the Non-Executive Chairman, the

Executive Directors, the Company

Secretary and other members of the

senior management of the Group. The

Committee will review the ongoing

appropriateness and relevance of

the remuneration policy at least

annually. In doing so, the Committee

will review workforce remuneration

and related policies and the alignment

of incentives and rewards with

culture, taking these into account

when setting and reviewing executive

remuneration policy.

(b) Implementation and review of

the 2024 Plan

The Remuneration Committee will

oversee the operation and review the

design of the 2024 Plan, including

the design of future awards, the

determination of performance conditions

and targets (where applicable), and the

monitoring of performance against those

conditions. The Committee will also

determine the level and timing of any

awards to be made under the 2024 Plan

during FY 2026.

post-employment shareholding

policy

The Remuneration Committee will

develop and implement a formal

policy on shareholding requirements

for Executive Directors, including

post-employment shareholding

requirements encompassing both

unvested and vested shares. In normal

circumstances, share awards will be

subject to a total vesting and holding

period of five years or more and be

released for sale on a phased basis,

to support long-term alignment with

shareholder interests and ensure

compliance with Provision 36 of the UK

Corporate Governance Code 2024.

(d) Malus, clawback and discretion

framework

Since the Company was not subject

to the UK Corporate Governance Code

prior to Admission on 25 February

2026, the current agreements and

arrangements in place governing

Director remuneration in the Group

do not include malus and clawback

provisions and except for non-

senior employee performance

bonus schemes, the Group’s current

remuneration schemes do not

provide for the use of discretion in

determining remuneration outcomes.

However, in light of the Company’s

Admission and its new obligations

as a UK-listed company, a key focus

area of the Remuneration Committee

during 2026 will be ensuring that an

effective framework is in place to

exercise independent judgement and

discretion in authorising remuneration

outcomes, including overriding

formulaic outcomes where appropriate.

As part of this wider framework, the

Committee will work towards ensuring

that malus and clawback provisions are

appropriately embedded within future

Director remuneration agreements and

documents, and that the circumstances

in which these provisions may be

applied are clearly specified. Going

forward, the Remuneration Committee

will also report in each financial year’s

Annual Report on whether during

that year such malus and clawback

provisions were used, and/or whether

discretion was applied to remuneration

outcomes, and the reasons why if so.

(e) Pension and benefits

alignment

The Remuneration Committee will

work towards ensuring that pension

contribution rates for Executive

Directors (or payments in lieu) are

appropriately aligned with those

available to the Group’s wider

workforce, in accordance with Provision

39 of the UK Corporate Governance

Code 2024, and will keep this alignment

under review as the Group continues

to grow and develop. The Committee

will carefully consider the pension

consequences and associated costs

of basic salary increases and any other

changes in pensionable remuneration,

or contribution rates, particularly

for Directors close to retirement,

comparing these with workforce

arrangements.

(f) Remuneration reporting and

disclosure

The Remuneration Committee is

committed to ensuring that the

Company’s remuneration disclosures

in future Annual Reports are

transparent, comprehensive and

compliant with the remuneration

reporting requirements applicable to

UK-listed companies under the UK

Listing Rules, the Disclosure Guidance

and Transparency Rules and the UK

Corporate Governance Code, to the

extent possible and practicable for

a Guernsey-incorporated company

with a significant operational base

in Israel. The Committee intends to

present a more detailed analysis of its

remuneration policy and outcomes in

the Annual Report for FY 2026, which

will be the Company’s first financial

year during which it was a UK-listed

company for the majority of the period.

Remuneration Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 65

Governance Report

(g) Shareholder and workforce

engagement on remuneration

The Remuneration Committee, and

particularly its Chair, will engage with

the Company’s major shareholders on

significant matters within its remit and

will engage with the workforce annually

to explain how executive remuneration

decisions reflect wider Company pay

policy. Such engagement will include

the Chair of the Committee attending

the Company’s Annual General Meeting

to answer any shareholder questions

on the Remuneration Committee’s

activities. The Committee will report on

the outcomes of this engagement in

future Annual Reports.

(h) External remuneration advice

The Remuneration Committee has the

power to appoint external remuneration

consultants and obtain such external

advice as it considers necessary to

support its work, and will exercise

independent judgement in evaluating

any such advice. When considering

market positioning, the Committee will

use reliable and appropriate comparator

information, taking care to avoid paying

more than is necessary and avoiding

relying solely on benchmarking to the

market or the advice of remuneration

consultants which could encourage an

upward ratcheting effect on executive

pay. Where any remuneration consultant

is retained, the Committee will satisfy

itself as to their independence from

management and will disclose

their appointment and any relevant

connections with the Company or

individual Directors in the Annual Report.

The appointment of an external

remuneration consultant by the Group

remains under consideration by the

Remuneration Committee as at the date

of this Annual Report. The Committee

will continue to consider this during FY

2026 and intends to provide an update

by the time of the publication of next

year’s Annual Report.

Remuneration policy

During the period under review, being

the financial year ended 31 December

2025, the Company was not UK-

listed and, therefore, not subject to

the UK Corporate Governance Code.

Therefore, the Group did not have a

formal remuneration policy in place

during the period under review.

However, an overview of the Group’s

key remuneration schemes and

arrangements during FY 2025 is set

out in the sections that follow in this

Remuneration Committee Report.

The Remuneration Committee was

established on 25 February 2026 and

was therefore not involved in designing

the Group’s remuneration schemes

or other arrangements for FY 2025,

nor for determining any remuneration

outcomes during that period.

As explained in more detail in the “Key

focus areas” sub-section on pages 64

to 65 above, in light of the Company’s

Admission and its new obligations

as a UK-listed company, a key focus

area of the Remuneration Committee

during 2026 will be the development

and formalisation of the Company’s

executive remuneration policy, and

ensuring that a formal and transparent

procedure is in place for determining

director and senior management

remuneration in compliance with the

UK Corporate Governance Code. The

Remuneration Committee will also,

now that it has been established,

be reviewing and monitoring the

implementation of the Group’s

remuneration arrangements and play

a key role in setting remuneration

for the Non-Executive Chairman, the

Executive Directors, the Company

Secretary and other members of the

senior management of the Group.

The Remuneration Committee looks

forward to providing shareholders with

an update on the Group’s remuneration

policy, and on its activities relating to

this, in next year’s Annual Report.

2024 Share Incentive Plan

The 2024 Share Incentive Plan (the “2024

Plan”) is the primary share incentive plan

of the Group and provides for the grant

of options, shares, restricted shares and

other share-based awards (under various

tax regimes) to employees, directors,

office holders, service providers and

consultants of the Group. The purpose

of the 2024 Plan is to attract and retain

such persons within the Group, and

to incentivise them to increase their

efforts on behalf of the Group and to

promote the success of the Company’s

business, by providing such persons with

opportunities to acquire a proprietary

interest in the Company.

The 2024 Plan was originally adopted

by a subsidiary of the Company, iFOREX

Holding Ltd. (“IFH”), on 26 September

2024, and prior to Admission on

25February 2026 the administrator of

the 2024 Plan (the “Administrator”) was

the board of directors of that subsidiary

(or a duly authorised committee thereof)

and the grant of the options, shares and

restricted shares under the 2024 Plan

was in respect of shares in IFH. Upon

Admission on 25 February 2026, the

2024 Plan was amended and adopted

by the Company itself, such that since

Admission the Administrator has been

the Remuneration Committee (with

authority delegated from the Board

of the Company) and the grant of the

options, shares and restricted shares

under the 2024 Plan is in respect of

ordinary shares in the Company rather

than its subsidiary. On 19 February 2026

a share for share exchange agreement

was entered into between the Company,

IFH and certain employees, contractors

and service providers of the Group

(the “Share Exchange Agreement”),

pursuant to which those employees,

contractors and service providers’

beneficial interests in shares in IFH were

exchanged for shares in the Company

which were allotted and issued to IBI

Trust Management (“IBI”) to hold on

their behalf, on and with effect from

Admission.

Remuneration Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202566

Governance Report

The terms and conditions of each

award is set out in an agreement

entered into between the Company

and the grantee (each an

“AwardAgreement”). The Award

Agreement may contain performance

goals and measurements, and the

provisions with respect to any award

need not be the same as the provisions

with respect to any other award.

To the extent required by applicable

law, if the shares have a par value, the

exercise price shall be an amount not

less than such par value (but such

exercise price may be in such form and

in such amount as the Administrator

shall determine, or in any of the forms

allowed under applicable law).

Share awards granted under the 2024

Plan are subject to a vesting schedule

as determined by the Board of Directors

upon grant. If the Board of Directors

did not make any determination with

respect to the vesting schedule, then

the shares shall vest over a five-year

period, with 25 per cent. of the shares

subject to the award vesting on the

second anniversary of the date of grant,

an additional 25 per cent. of the shares

subject to the award vesting on the

fourth anniversary of the date of grant,

and the remaining 50 per cent. of the

shares subject to the award vesting

on the fifth anniversary of the date of

grant.

Options granted under the 2024 Plan

will expire 10 years from the date of

its grant, unless a shorter term of

expiration is otherwise designated by

the Administrator.

In the event of termination of a

grantee’s employment or service with a

Group entity, all vested and exercisable

awards held by such grantee as of the

date of termination may be exercised

within three months after the date

of termination, unless otherwise

determined by the Administrator. Any

awards which are unvested as of the

date of such termination, or which are

vested but not exercised within the

three-month period following such

termination, will terminate.

In the event of termination of a

grantee’s employment or service with

a Group’s entity due to such grantee’s

death (including, at the Administrator’s

discretion, within three months

period after the date of termination)

or “disability” (as defined in the 2024

Plan), all vested and exercisable awards

held by such grantee as of the date of

termination may be exercised by the

grantee or the grantee’s estate or by

a person who acquired the legal right

to exercise such awards by bequest

or inheritance, or by a person who

acquired the legal right to exercise

such awards in accordance with

applicable law in the case of disability

of the grantee as applicable, within one

year after such date of termination,

unless otherwise provided by the

Administrator. Any awards which

are unvested as of the date of such

termination or which are vested but

not exercised within the one-year

period following such termination, will

terminate.

The Administrator has a range of

authorities and discretions concerning

the treatment of awards under the 2024

Plan in the event of certain corporate

actions occurring, such as (amongst

others), divisions, subdivisions,

consolidations, reclassifications,

mergers, reorganisations, business

combinations, and admissions of

shares or securities representing

shares to trading.

The Board or the Remuneration

Committee at any time and from time

to time may suspend, terminate, modify

or amend the 2024 Plan, whether

retroactively or prospectively. Any

amendment effected in accordance

with the terms of the 2024 Plan shall

be binding upon all grantees and all

awards, whether granted prior to or

after the date of such amendment, and

without the need to obtain the consent

of any grantee. Similarly, the Board or

the Remuneration Committee at any

time and from time to time may modify

or amend any Award theretofore

granted, including any Award

Agreement, whether retroactively or

prospectively.

As at 29 April 2026, there are

2,343,600shares issued and

outstanding and 1,082,900 options

issued under the 2024 Plan, of which

2,046,800 shares were issued and

977,900 options were granted as part

of the Share Exchange Agreement

upon Admission. Since Admission,

the Company granted an additional

296,800 shares and 105,000 options

to employees who contributed to the

successful Admission, all subject

to four-year vesting schedules (with

25per cent. of the awards vesting

at each anniversary of the date of

grant). For more information on the

share capital position during FY 2025,

please see Note 18 to the Consolidated

Financial Statements on pages 94 to 95

of this Annual Report.

Remuneration Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 67

Governance Report

2009 Global Equity Incentive

Plan

IFH’s board of directors adopted the

2009 Global Equity Incentive Plan (the

“2009 Plan”) on 5 August 2009, which

was aimed at attracting and retaining

persons in positions of substantial

responsibility by granting share or

share option awards to such persons.

The 2009 Plan was amended and

adopted by the Company itself with

effect from Admission on 25 February

2026 and any existing shares in IFH

that were already issued pursuant

to the 2009 Plan were exchanged

upon Admission for new shares in

the Company, pursuant to the Share

Exchange Agreement, to be held by

IBI as trustee of an employee stock

ownership trust established by the

Company on behalf of the relevant

employees and contractors. The 2009

Plan is no longer open for future grants

and was adopted by the Company upon

Admission only in order to facilitate

historic awards under that Plan.

All awards granted to employees of

the Group under the 2009 are now

vested and held on their behalf by IBI

as trustee. As at 29 April 2026, there

are 2,582,300 shares issued and

outstanding pursuant to the 2009 Plan

and no options outstanding under the

2009 Plan. For more information on the

share capital position during FY 2025,

please see Note 18 to the Consolidated

Financial Statements on pages 94 to 95

of this Annual Report.

Phantom awards

FIH has granted phantom awards to

certain of its employees and service

providers pursuant to a standard form

of phantom award agreement (the

“Phantom Awards”). Each participant

with a right to a Phantom Award

is entitled to receive a cash bonus

equal to the number of awards which

are vested on the date on which the

Company announces the distribution

of a dividend to its shareholders,

multiplied by the per-share dividend

amount declared by the Company.

Phantom Awards cannot be converted

into shares in FIH or any other member

of the Group. In the event that a

participant’s engagement with FIH or

its affiliate is terminated by either party

and for any reason, including in the

event that the participant is no longer

engaged in providing services to FIH or

an affiliate, or the participant’s death,

the participant’s entitlement to the

Phantom Award shall expire and shall

no longer be due by FIH as of the date

of termination.

As at 31 December 2025 there were

1,082,900 Phantom Awards in issue,

and as at 29 April 2026, being the

date of this Annual Report, there were

1,110,900 Phantom Awards in issue.

Directors’ remuneration

(a) Financial year ended

31December 2025

In the financial year ended

31December 2025, the aggregate

remuneration (including pension fund

contributions and benefits in kind) paid

by any member of the Group to the

Directors and Senior Management was

approximately USD 1.3 million.

Under the terms of their service

contracts, letters of appointment

and applicable incentive plans, in the

financial year ended 31 December

2025, the Directors were remunerated

as set out below.

Director

Annual

Salary/fees

(NIS)

Benefits

(NIS)

Bonuses

(NIS)

Total

(excluding

Pension)

(NIS)

Pension

(NIS)

Total

(including

pension)

(NIS)

Date of joining

the Group

Itai Sadeh 840,000 None None 840,000 None 840,000 2011

Shirley Winkler Hollander 456,000 47,035 None 503,035 67,625 570,660 2024

Remuneration Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202568

Governance Report

None of the Directors held any shares

in the Company during the period under

review, however as at 31 December

2025 certain of the Directors of the

Company held beneficial interests in

shares in IFH, in the amounts set out

below.

Director

Number of shares in

iFOREX Holding Ltd.

(beneficial interests)

Itai Sadeh 25,000

Shirley Winkler Hollander 4,000

Additionally, Ron Golan, who was

not during FY 2025 a Director of the

Company (as his appointment became

effective on 25 February 2026), held

beneficial interests in 24,500 shares in

IFH as at 31 December 2025.

During FY 2025 there were no

arrangements under which any Director

had waived or agreed to waive future

emoluments. Further information on

the remuneration of Directors and

other members of key management

is set out in Note 20 (Related party

transactions) to the Consolidated

Financial Statements on page96 of this

Annual Report.

(b) Post-Admission Directors’

remuneration

Post-Admission developments in the

remuneration of the Directors of the

Company included the following.

Salary, fees, pensions and other

benefits

• Whilst during FY 2025 Itai Sadeh

was engaged by the Group pursuant

to a consultancy agreement, on

Admission on 25 February 2026

he became an employee of IFF

and his annual gross salary was

set at 600,000 NIS, and he will also

receive an annual gross directors’

fee of 78,000 NIS (exclusive of

VAT) in respect of his appointment

as Director of the Company. Itai is

entitled to pension arrangements

pursuant to his choice, in relation to

which 6.5 per cent. of Itai’s salary

is contributed monthly by IFF for

pension benefits and 8.33 per cent.

is contributed by IFF for termination

benefits. Additionally, in accordance

with his employment agreement with

IFF, IFF and Itai shall contribute, on

a monthly basis, 7.5per cent. of the

salary and 2.5 per cent. of the salary

(to be deducted from the salary in the

case of Itai) respectively to maintain

a Keren Hishtalmut (Study fund) (up

to the tax-exempt ceiling).

• Shirley Winkler Hollander entered into

a new comprehensive employment

agreement with IFF, effective from

Admission on 25 February 2026,

pursuant to which her annual gross

salary was set at 408,000 NIS, and

Shirley will also receive an annual

gross directors’ fee of 62,400 NIS

(exclusive of VAT) in respect of

her appointment as Director of

the Company. Shirley is entitled to

pension arrangements pursuant

to her choice, in relation to which

6.5 per cent. of Shirley’s salary is

contributed monthly by IFF for

pension benefits and 8.33 per cent.

is contributed by IFF for termination

benefits. Additionally, in accordance

with her employment agreement with

IFF, IFF and Shirley shall contribute,

on a monthly basis, 7.5 per cent.

of the salary and 2.5 per cent. of

the salary (to be deducted from

the salary in the case of Shirley)

respectively to maintain a Keren

Hishtalmut (Study fund) (up to the

tax-exempt ceiling).

• Under the letters of appointment

entered into by each of Ron Golan,

Sir Michael Davis and Denzil Jenkins

with the Company on 19 February

2026, with effect from Admission

on 25 February 2026 Ron Golan

will receive an annual gross fee of

£60,000, and Sir Michael Davis and

Denzil Jenkins will each receive an

annual gross fee of £50,000.

Bonuses

• Each of Sir Michael Davis and

Denzil Jenkins became entitled

under their letters of appointment

to a cash bonus on Admission

(payable within 30 days following

Admission) of £45,200 to reflect their

assistance with the IPO process and

the increased time commitment

associated with the delayed process

and having not previously received

any fee for such work.

• In March 2026 the Remuneration

Committee recommended, and

the Board approved, the grant of a

one-off cash bonus of USD 50,000 to

Itai Sadeh and a one-off cash bonus

of USD 50,000 to Shirley Winkler

Hollander (each to be paid to the

relevant individual in their next payroll

following the decision), to recognise

their respective roles in bringing the

Company to a successful Admission.

Interests in shares

• Pursuant to the Share Exchange

Agreement, upon Admission:

• Itai Sadeh’s beneficial interests

in 25,000 shares in IFH were

exchanged for beneficial interests

in 350,000 new shares in the

Company;

• Shirley Winkler Hollander’s

beneficial interests in 4,000

shares in IFH were exchanged for

beneficial interests in 56,000 new

shares in the Company; and

• Ron Golan’s beneficial interests in

24,500 shares in IFH were exchanged

for beneficial interests in 343,000 new

shares in the Company.

• Denzil Jenkins directly acquired

51,282 shares in the Company

under the share offer made by the

Company as part of the IPO.

• Under the letters of appointment

entered into by each of Sir Michael

Davis and Denzil Jenkins with the

Company on 19 February 2026, each of

them was, with effect from Admission

on 25 February 2026, granted options

over 95,326 shares in the Company,

exercisable in three tranches, namely:

• on or after the first anniversary of

Admission, each of Sir Michael Davis

and Denzil Jenkins shall be entitled to

exercise options over 31,775 shares;

• on or after the second anniversary

of Admission, each of Sir Michael

Davis and Denzil Jenkins shall be

entitled to exercise options over

31,775 shares; and

Remuneration Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 69

Governance Report

• on or after the third anniversary of

Admission, each of Sir Michael Davis

and Denzil Jenkins shall be entitled to

exercise options over 31,776 shares,

provided that each of them remains

a Director of the Company on the

relevant vesting date and subject

always to them complying with their

appointment letters.

• In March 2026, the Remuneration

Committee recommended, and the

Board approved, the grant under the

2024 Plan of beneficial interests in:

• 56,000 restricted shares in the

Company to Itai Sadeh;

• 119,000 restricted shares in

the Company to Shirley Winkler

Hollander; and

• 56,000 restricted shares in the

Company to Ron Golan,

each vesting at 25 per cent. per

annum over four years.

As at the date of this Annual Report

there are no arrangements under which

any Director has waived or agreed to

waive future emoluments.

As part of its plan to engage an external

consultant to prepare a remuneration

policy for the Group, the Company

also plans to engage such external

consultant to conduct benchmarking

on the current remuneration package

offered to the Executive Directors and

Non-Executive Directors. Therefore,

compensation may be amended during

FY 2026 based on the outcome of such

benchmarking work.

Executive Directors’ service contracts and letters of appointment

Each of the Executive Directors (being Itai Sadeh and Shirley Winkler Hollander)

provides services to the Group pursuant to employment agreements entered into

between each of them and IFF (an Israeli-incorporated subsidiary of the Company)

on 9 May 2025, and which took effect upon Admission on 25 February 2026. These

employment agreements, which have no fixed duration, can be terminated by either

party by written notice (the respective notice periods for which are set out in the table

below), and also include standard summary termination provisions. The employment

agreements shall also terminate in the event that the relevant individual is removed,

resigns or ceases to be an executive director of the Company. The principal terms of

the Executive Directors’ employment contracts are as follows:

Executive Director Position

Employment contract

commencement date Notice period

Itai Sadeh Chief Executive Officer 25 February 2026 180 days

Shirley Winkler Hollander Chief Financial Officer 25 February 2026 90 days

Itai Sadeh and Shirley Winkler Hollander have also each entered into letters

of appointment with the Company itself, dated 9 May 2025, in respect of their

appointments as Executive Directors of the Company, which similarly took effect

upon Admission on 25 February 2026 and which terminate immediately if their

respective employment agreements with IFF are terminated.

Non-Executive Directors

The remuneration of the Non-Executive Directors is determined by the

Non-Executive Chairman and the Executive Directors, acting in accordance with

the Company’s articles of association, and shall not include share awards or other

performance-related elements. The Non-Executive Chairman’s own remuneration

shall be set by the Remuneration Committee, excluding the Chairman himself. In each

case, the relevant decision-making body shall be responsible for ensuring that levels

of remuneration for the Non-Executive Chairman and each of the other Non-Executive

Directors reflects the time commitment and responsibilities of the role.

Each of the Non-Executive Directors entered into letters of appointment with

the Company on 19 February 2026, which became effective upon Admission on

25February 2026. Their appointments are each for an initial term of three years

on and from Admission, and can be terminated by either party with one month’s

written notice. The appointment letters also include standard summary termination

provisions and can be renewed subject to Board review and re-election. The

principal terms of the Non-Executive Directors’ appointment letters are as follows:

Non-Executive

Director Position

Appointment

commencement

date Term

Notice

period

Ron Golan Non-Executive

Chair

25 February

2026

3 years unless not re-

elected at annualAGM

or terminated by either

partyon 1 month’s notice

1 month

Sir Michael

Lawrence Davis

Non-Executive

Director

25 February

2026

3 years unless not re-

elected at annualAGM

or terminated by either

partyon 1 month’s notice

1 month

Denzil Jenkins Non-Executive

Director

25 February

2026

3 years unless not re-

elected at annualAGM

or terminated by either

partyon 1 month’s notice

1 month

Remuneration Committee Report continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202570

Governance Report

Principal activities of the

Group

The Group has developed and operates

a proprietary online and mobile CFD

trading platform enabling its primarily

retail clients to trade CFDs across over

870 financial instruments comprising

currencies, commodities, indices, stocks,

cryptocurrencies and ETFs. The Board

believes that the Group’s success to

date is primarily due to its integrated

solution which comprises a well invested

and scalable proprietary end-to-end

trading platform comprising the

Trading Platform, customer relationship

management (“CRM”) platform,

embedded risk monitoring platform, a

fully integrated payments platform

and internally developed marketing

technology, allowing the Group to attract

and monitor clients efficiently.

The Group also offers educational

resources to its clients allowing

them to benefit from a wide

variety of free training, support and

educational resources to enhance their

understanding of the global markets,

online trading and the available trading

tools.

Research and development

The Group’s Trading Platform is

continually updated and improved

by a development team of both

direct employees and dedicated

outsourced employees comprising

more than 60 software developers,

IT professionals, quality assurance

personnel and product specialists with

strong experience working with trading

platforms. The Group utilises R&D

technology centres in Romania and

Israel, and the majority of the Group’s

production and development servers

are located in the Netherlands while

other components are in public cloud

sites of AWS (Amazon Web Services)

and Azure in Europe. Additionally, on

19 February 2026, IFF entered into a

consultancy agreement with Recap Ltd.

whereby it agreed to provide certain

services to the Company and the Group,

conditional upon Admission, including

advising the Company’s board and

management on product development

(amongst other things).

Further details of the Group’s activities in the field of research and development

can be found in the section entitled “Technology and Research & Development” on

page25 in the Strategic Report within this Annual Report.

Branches

The Company’s subsidiary, Formula Investment House Ltd. (“FIH”) (incorporated

and registered in the British Virgin Islands), operates through an ancillary services

branch in Greece, which has been granted an establishment licence in accordance

with the provisions of Greek Law 89/1967.

Risk management

The Board, with assistance from its Audit Committee, has carried out a robust

assessment of the emerging and principal risks facing the Group. The principal

and emerging risks identified by the Board are set out on pages 29 to 33 of this

Annual Report, and these are kept under continuous review by the Board and senior

management. Details of the Group’s risk management framework can be found on

pages 27 to 28 of this Annual Report.

Disclosures relating to financial risk management objectives and policies, and

exposure to credit risk, liquidity risk and market risk, are set out in Note 21 to the

Consolidated Financial Statements on pages 97 to 98 of this Annual Report.

Corporate governance

The Disclosure Guidance and Transparency Rules require certain information to be

included in a corporate governance statement in the Directors’ Report. Information

that fulfils the requirements of the corporate governance statement can be

found in the Governance Report on pages 42 to 72 of this Annual Report and is

incorporated into this Directors’ Report by reference.

Disclosure table pursuant to UK Listing Rule 6.6.4R

UK Listing Rule Information to be included Disclosure

6.6.1R(1) Interest capitalised and tax relief n/a

6.6.1R(2) Information required by UKLR

6.2.23R (Publication of unaudited

financial information)

page 71

6.6.1R(3) Details of long-term incentive

schemes (UKLR 9.3.3R)

n/a

6.6.1R(4) Waiver of emoluments by a

Director

n/a

6.6.1R(5) Waiver of future emoluments by

a Director

n/a

6.6.1R(6) Non pre-emptive issues of equity

for cash

n/a

6.6.1R(7) Non pre-emptive issues of equity

for cash by major subsidiary

undertakings

n/a

6.6.1R(8) Parent company participation in

a placing by a listed subsidiary

n/a

6.6.1R(9) Contracts of significance

involving a Director or a

controlling shareholder

none except for the share incentive plan

awards and other interests in shares,

and cash bonuses, of certain Directors

(see pages 62 to 69)

6.6.1R(10) Contracts for the provision

of services by a controlling

shareholder

n/a

Directors’ Report

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 71

Governance Report

UK Listing Rule Information to be included Disclosure

6.6.1R(11) Shareholder waivers of dividends n/a

6.6.1R(12) Shareholder waivers of future

dividends

n/a

6.6.1R(13) Statements of compliance with

UKLR 6.2.3R where there is a

controlling shareholder

page 71

undertakings from him, and IFF

entered into a consultancy agreement

with Recap Ltd., the service entity

for the Founder. Both agreements

became effective upon Admission on

25February 2026 and remain in force

as at the date of this Annual Report.

The Board confirms, in accordance

with UK Listing Rule 6.6.1R(13), that

it is of the opinion that, as required by

UK Listing Rule 6.2.3R, the Company is

able to carry on the business it carries

on as its main activity independently

from the Founder at all times.

Information required by

UKLR 6.2.23R (Publication

of unaudited financial

information)

The Prospectus published by the

Company on 19 February 2026

contained guidance on the expected

revenue and the Adjusted EBITDA

for FY 2025, on page 107 in the

paragraph headed “Current Trading and

Outlook” within Part VII “Operating and

Financial Review”. The references to

the expected Adjusted EBITDA for FY

2025 in that paragraph constituted a

profit estimate for the purposes of the

UK Listing Rules (the “Profit Estimate”),

and the Company is therefore required

under UKLR 6.6.1R(2) and 6.2.23R

to reproduce that Profit Estimate in

this Annual Report, to produce and

disclose the actual figures for the same

period covered by the Profit Estimate,

and to provide an explanation of any

Directors’ declaration

regarding disclosure of

information to auditor

So far as each of the Directors, who is

a Director of the Company at the time

that this Annual Report is approved,

is aware, there is no relevant audit

information of which the Company’s

auditor is unaware, and each has taken

all the steps he or she ought to have

taken as a Director to make himself

or herself aware of any relevant audit

information and to establish that the

Company’s auditor is aware of that

information.

Relationship with controlling

shareholders

As at 29 April 2026, Mr. Eyal Carmon

(the “Founder”) held approximately

58.9 per cent. of the Company’s voting

rights and is therefore considered a

‘controlling shareholder’ of the Company

within the meaning of the UK Listing

Rules. The business was founded by

the Founder in 1996 as an independent

FX speciality broker and the Founder

has continued to take an active role in

growing and developing the business up

until 2018, when he decided to slowly

relinquish day-to-day control.

To help to ensure that the Founder

does not use his controlling position

to the detriment of the minority

shareholders, on 19 February 2026 the

Company entered into a relationship

agreement with the Founder, which

contains certain independence-related

Directors’ Report continued

differences of 10 per cent. or more

between these two sets of figures.

The Profit Estimate in the Prospectus

stated that Adjusted EBITDA of the

Group for FY 2025 was expected to be

approximately USD 4 million (further

details of the basis of preparation

and assumptions used in the Profit

Estimate are contained in page 41

of the Prospectus in the paragraph

headed “Profit Estimate” within the

part entitled “Important Information”).

In contrast, the actual Adjusted

EBITDA of the Group for FY 2025

was approximately USD 4.3 million

(a difference of less than 10 per cent.

from the Profit Estimate).

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202572

Governance Report

The members of the Board are

responsible for preparing the Annual

Report, including the consolidated

financial statements, the Governance

Report and the Strategic Report, in

accordance with applicable law and

regulations.

Each of the members of the Board

confirms that, to the best of his or her

knowledge:

• the consolidated financial

statements, which have been

prepared in accordance with

the applicable set of accounting

standards, give a true and fair view

of the assets, liabilities, financial

position and profit or loss of the

Company and the undertakings

included in the consolidation taken

as a whole; and

• the Group management report

includes a fair review of the

development and performance of

the business and the position of

the Company and the undertakings

included in the consolidation

taken as a whole, together with a

description of the principal risks and

uncertainties that they face.

In addition, each member of the Board

considers that this Annual Report,

taken as a whole, is fair, balanced

and understandable, and provides the

information necessary for shareholders

to assess the Group’s position,

performance, business model and

strategy.

This Annual Report has been approved

by the Board.

The Board

Ron Golan

Non-Executive Chairman of the Board

of iFOREX Financial Trading Holdings

Ltd.

Itai Sadeh

Chief Executive Officer of iFOREX

Financial Trading Holdings Ltd.

Shirley Winkler Hollander

Chief Financial Officer of iFOREX

Financial Trading Holdings Ltd.

Sir Michael Lawrence Davis

Senior Independent Director of iFOREX

Financial Trading Holdings Ltd.

Denzil Jenkins

Independent Non-Executive Director of

iFOREX Financial Trading Holdings Ltd.

29 April 2026

Statement of Directors’ Responsibilities

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 73

Financial Statements

Title

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 73

Financial

Statements

74 Report of Independent Auditors

77 Consolidated Statements of Financial Position

78 Consolidated Statements of Profit or Loss and Other

Comprehensive Income (Loss)

79 Consolidated Statements of Changes in Equity

80 Consolidated Statements of Cash Flows

81 Notes to the Consolidated Financial Statements

99 Additional Information

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202574

Financial Statements

Report of Independent Auditors to the Shareholders of

iFOREX Financial Trading Holdings Ltd.

Opinion

We have audited the consolidated financial statements of

iFOREX Financial Trading Holdings Ltd. (the ”Company”) and

its subsidiaries (the ”Group”) for the year ended 31 December

2025 which comprise the Consolidated Statement of Financial

Position, the Consolidated Statement of Profit or Loss and Other

Comprehensive Income, the Consolidated Statement of Changes

in Equity, the Consolidated Statement of Cash Flows and the

related notes 1 to 22, including material accounting policy

information. The financial reporting framework that has been

applied in their preparation is applicable law and International

Financial Reporting Standards (“IFRS”) as issued by the

International Accounting Standards Board (“IASB”).

In our opinion, the consolidated financial statements:

• give a true and fair view of the state of the Group’s affairs as

at 31 December 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with IFRS as

issued by the IASB; and

• have been properly prepared in accordance with the

requirements of the Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (ISAs) and applicable law. Our

responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide

a basis for our opinion.

Independence

We are independent of the Group and Company in accordance

with the ethical requirements that are relevant to our audit of the

financial statements, as required by the Crown Dependencies’

Audit Rules and Guidance, as applied to Guernsey incorporated

Market Traded Companies, including the UK FRC’s Ethical

Standard as applied to listed public interest entities, and we

have fulfilled our other ethical responsibilities in accordance

with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard

were not provided to the Group or the Company and we remain

independent of the Group and the Company in conducting the

audit.

Key audit matters

Key audit matters are those matters that, in our professional

judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion

on these matters. For each matter below, our description of how

our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s

responsibilities for the audit of the consolidated financial

statements section of our report, including in relation to these

matters. Accordingly, our audit included the performance of

procedures designed to respond to our assessment of the

risks of material misstatement of the consolidated financial

statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the

basis for our audit opinion on the accompanying consolidated

financial statements.

Key audit matter How we addressed the key audit matter

Revenue recognition – trading income

generated predominantly from dealing

spreads on CFDs

$49.1m (2024: $50.1m)

Refer to the Audit Committee Report

(pages 58-59); Accounting policies (page

82); and Note 4 of the Consolidated

Financial Statements (page 86)

This item has been identified as a key audit

matter because of the complexity involved

due to large quantity of transactions

that are recorded in a highly automated

process. The Group is heavily reliant on

the reliability and continuity of its in-

house IT platform to support automated

data processing in its recognition and

recording of revenues and the difficulty

in verifying those transactions to external

documentation.

Our audit procedures for trading income include leveraging the use of Data Analytics

tools in performing substantive audit procedures, as follows:

1. Testing the appropriateness of profit/loss in respect of closed positions;

2. Testing the appropriateness of profit/loss recorded in respect of open positions;

3. Testing the use of feeds the Group receives from its data suppliers, to confirm the

integrity of the feeds used to calculate the open/close position;

4. IT audit team were deployed to assist in understanding the design and operation of

the relevant IT systems and in performing substantive audit procedures and various

data analyses in order to test completeness, accuracy and timing of the recognition

of revenues.

We have also tested the Company’s procedures with regards to client onboarding and

also tested the client deposits and withdrawals, including agreeing cash amounts

of client deposits to external third-party evidence at the year-end by receiving

independent confirmations from banks and other third-party providers.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 75

Financial Statements

Report of Independent Auditors to the Shareholders of iFOREX Financial Trading Holdings Ltd. continued

Other information in the Group 2025 Annual

Report

The other information comprises the information included in

the annual report set out on pages 3-72 and 99-103, other than

the consolidated financial statements and our auditor’s report

thereon. The directors are responsible for the other information

contained within the annual report.

Our opinion on the financial statements does not cover the

other information and except to the extent otherwise explicitly

stated in this report, we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial

statements, our responsibility is to read the other information

identified above and, in doing so, consider whether the other

information is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the audit or

otherwise appears to be materially misstated. If, based on the

work we have performed, we conclude that there is a material

misstatement of the other information, we are required to

report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by

exception

We have nothing to report in respect of the following matters in

relation to which the Companies (Guernsey) Law, 2008 requires

us to report to you if, in our opinion:

• proper accounting records have not been kept by the

Company;

• the financial statements are not in agreement with the

Company’s accounting records and returns; or

• we have not received all the information and explanations we

require for our audit.

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going

concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group’s compliance with

the provisions of the UK Corporate Governance Code specified

for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the

consolidated financial statements or our knowledge obtained

during the audit:

• Directors’ statement with regards to the appropriateness

of adopting the going concern basis of accounting and any

material uncertainties identified on page 59;

• Directors’ explanation as to its assessment of the Group’s

prospects, the period this assessment covers and why the

period is appropriate on page 34;

• Directors’ statement on whether it has a reasonable

expectation that the Group will be able to continue in

operation and meets its liabilities on page 34;

• Directors’ statement on fair, balanced and understandable on

page 72;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks on page 29;

• The section of the annual report that describes the review

of effectiveness of risk management and internal control

systems on pages 27-28; and

• The section describing the work of the audit committee on

pages 57-61.

Responsibilities of directors

As explained more fully in the Statement of Directors’

responsibility on page 72, the directors are responsible for the

preparation of the consolidated financial statements and for

being satisfied that they give a true and fair view, and for such

internal control as the directors determine is necessary to enable

the preparation of consolidated financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors

are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless

the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the

consolidated financial statements

Our objectives are to obtain reasonable assurance about

whether the consolidated financial statements as a whole

are free from material misstatement, whether due to fraud or

error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken

on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise

professional judgment and maintain professional scepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of

the consolidated financial statements, whether due to fraud

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202576

Financial Statements

or error, design and perform audit procedures responsive to

those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations,

or the override of internal control.

• Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by management.

• Conclude on the appropriateness of the management’s use

of the going concern basis of accounting and, based on

the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast

significant doubt on the Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we

are required to draw attention in our auditor’s report to the

related disclosures in the consolidated financial statements

or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained

up to the date of our auditor’s report. However, future events

or conditions may cause the Group to cease to continue as a

going concern.

• Evaluate the overall presentation, structure and content of the

consolidated financial statements, including the disclosures,

and whether the financial statements represent the

underlying transactions and events in a manner that achieves

fair presentation.

• Plan and perform the group audit to obtain sufficient

appropriate audit evidence regarding the financial

information of the entities or business units within the

group as a basis for forming an opinion on the consolidated

financial statements. We are responsible for the direction,

supervision and review of the audit work performed for the

purposes of the group audit. We remain solely responsible for

our audit opinion.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a

statement that we have complied with relevant ethical

requirements regarding independence, and to communicate

with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where

applicable, actions taken to eliminate threats or safeguards

applied.

From the matters communicated with those charged with

governance, we determine those matters that were of

most significance in the audit of the consolidated financial

statements of the current period and are therefore the key

audit matters. We describe these matters in our auditor’s

report unless law or regulation precludes public disclosure

about the matter or when, in extremely rare circumstances,

we determine that a matter should not be communicated in

our report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest

benefits of such communication.

Use of our report

This report is made solely to the Company’s members, as a body,

in accordance with Section 262 of the Companies (Guernsey)

Law, 2008. Our audit work has been undertaken so that we

might state to the Company’s members those matters we

are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the

Company and the Company’s members as a body, for our audit

work, for this report, or for the opinions we have formed.

/s/

Dan Behar

For and on behalf of Kost Forer Gabbay & Kasierer

A Member of EY Global

Tel-Aviv, Israel

29 April 2026

Report of Independent Auditors to the Shareholders of iFOREX Financial Trading Holdings Ltd. continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 77

Financial Statements

		As at December 31,
	Note	2025	2024
ASSETS
CURRENT ASSETS:
Trade and other receivables	13	7,378	9,216
Cash and cash equivalents	14	6,205	8,613
		13,583	17,829
NON-CURRENT ASSETS:
Deferred income taxes	7	455	79
Property, plant and equipment	10	435	593
Right of use assets	11	1,406	1,622
		2,296	2,294
TOTAL ASSETS		15,879	20,123
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Bank overdrafts	14	45	43
Lease liabilities	11	353	314
Trade and other payables	17	3,918	8,306
		4,316	8,663
NON-CURRENT LIABILITIES:
Lease liabilities	11	1,221	1,411
		1,221	1,411
EQUITY:
Share capital		(*)	(*)
Reserve for transactions with non-controlling interests		571	(1,630)
Translation reserve		(91)	385
Retained earnings		6,374	8,370
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT		6,854	7,125
Non-controlling interests		3,488	2,924
Total equity		10,342	10,049
TOTAL LIABILITIES AND EQUITY		15,879	20,123

(*) less than 1 thousand USD.

29 April 2026

Date of approval of the consolidated

financial statements

Itai Sadeh

Chief Executive Officer and Director

Shirley Winkler Hollander

Chief Financial Officer and Director

Consolidated Statements of Financial Position

U.S. Dollars in thousands

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202578

Financial Statements

		Year ended December 31,
	Note	2025	2024
Revenue	4	49,141	50,148
Selling and marketing expenses	5	(42,499)	(35,897)
Administrative and general expenses	5	(10,830)	(6,625)
Profit (loss) from operations		(4,188)	7,626
Finance income	6	1,514	256
Finance expenses	6	(492)	(1,858)
Net finance income (expenses)		1,022	(1,602)
Profit (loss) before tax		(3,166)	6,024
Taxes on income	7	323	(904)
Profit (loss) for the year		(2,843)	5,120
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
(Loss)/ gain on foreign currency translation		(570)	(521)
Total comprehensive income (loss)		(3,413)	4,599
Profit (loss) for the year attributable to:
Owners of the parent		(1,996)	3,931
Non-controlling interests		(847)	1,189
		(2,843)	5,120
Total comprehensive income (loss) for the year attributable to:
Owners of the parent		(2,472)	3,476
Non-controlling interests		(941)	1,123
		(3,413)	4,599
Earnings per share attributable to the parent:
Basic and diluted ($)	9	(19,966)	39,310

Consolidated Statements of Profit or Loss and Other

Comprehensive Income (Loss)

U.S. Dollars in thousands

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 79

Financial Statements

		Reserve for
		transactions
		with non-				Non-
	Share	controlling	Translation	Retained		controlling	Total
	capital	interests	reserve	earnings	Total	interest	equity
Balance at 1 January 2024	(*)	—	840	16,161	17,001	3,419	20,420
Comprehensive Income for the year
Profit for the year	—	—	—	3,931	3,931	1,189	5,120
Other comprehensive income
Gain on foreign currency translation	—	—	(455)	—	(455)	(66)	(521)
Total comprehensive income (loss) for the year			(455)	3,931	3,476	1,123	4, 599
Share based payment charge of subsidiary	—	252	—	—	252	5	257
Issuance of restricted shares by subsidiary	—	(1,882)	—	—	(1,882)	1,882	—
Dividends	—	—	—	(11,722)	(11,722)	(3,505)	(15,227)
Balance at 31 December 2024	(*)	(1,630)	385	8,370	7,125	2,924	10,049
Comprehensive Income for the year
Profit for the year	—	—	—	(1,996)	(1,996)	(847)	(2,843)
Other comprehensive income
Loss on foreign currency translation	—	—	(476)	—	(476)	(94)	(570)
Total comprehensive income (loss) for the year	(*)	—	(476)	(1,996)	(2,472)	(941)	(3,413)
Issuance of restricted shares by subsidiary	—	(369)	—	—	(369)	369	—
Share based payment charge of subsidiary		2,570			2, 570	1,136	3,706
Balance at 31 December 2025	(*)	571	(91)	6,374	6,854	3,488	10,342

(*) less than 1 thousand

Consolidated Statements of Changes in Equity

U.S. Dollars in thousands

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202580

Financial Statements

	Year ended December 31,
	2025	2024
Cash flows from operating activities
Profit for the period	(2,843)	5,120
Adjustments required to reflect the cash flows from operating activities:
Depreciation of property, plant, and equipment and amortisation of right of use assets	704	553
Share based payment charge	3,706	257
Finance income	(1,514)	(256)
Finance expense	492	153
Income tax expenses (benefit)	(323)	904
Net cash generated from operating activities before changes in working capital	222	6,731
(Increase)/ decrease in trade and other receivables	2,672	(4,558)
Increase/ (decrease) in trade and other payables	1,544	(276)
Cash generated from operations	4,438	1,897
Tax paid	(886)	(1,951)
Net cash flows received from (used in) operating activities	3,552	(54)
Cash flows from investing activities
Purchase of property, plant and equipment	(192)	(82)
Redemption of investment in financial assets	—	950
Interest received	142	256
Net cash (used)/ received from investing activities	(50)	1,124
Cash flow from financing activities
Payments of leases liabilities	(444)	(293)
Interest paid	(154)	(153)
Dividends paid	(5,932)	(5,791)
Dividend paid to non-controlling shareholders	—	(3,504)
Net cash used in financing activities	(6,530)	(9,741)
Net increase/ (decrease) in cash and cash equivalents	(3,028)	(8,671)
Effect of foreign exchange rate changes	618	(526)
Cash and cash equivalents at beginning of the period	8,570	17,767
Cash and cash equivalents at end of period	6,160	8,570
Cash and cash equivalents are defined as:
Cash at bank and in hand (Note 14)	6,205	8,613
Bank overdrafts	45	43
	6,160	8,570
The principle non-cash transactions comprise:
Recognition of right of use assets against lease liabilities	–	125
	–	125

Consolidated Statements of Cash Flows

U.S. Dollars in thousands

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 81

Financial Statements

Note 1 - General

a. Corporate information

iFOREX Financial Trading Holdings Ltd. (the “Company”) was

originally incorporated in the British Virgin Islands (‘‘BVI’’) on

30 June 2009 under the registered name “IPEC Holdings Ltd.” as

a BVI business company (registered number 1536671) under the

BVI Business Company Act, 2004 as amended.

On April 9, 2025, the Company redomiciled to Guernsey whilst still

under the name of “IPEC Holdings Ltd.” and registered under the

laws of Guernsey (registration number 75570). Its registered office

is at c/o New Street Management Limited, Les Echelons Court,

St Peter Port, Guernsey, GY1 1AR.

On May 6, 2025, the Company changed its name from “IPEC

Holdings Ltd” to its current registered name, iFOREX Financial

Trading Holdings Ltd. The principal place of business is

85 Medinat Hayehudim, 4676670, Herzliya, Israel.

The Company together with its subsidiaries (the “Group”) has

developed and operates a proprietary online and mobile contract for

difference (“CFD”) trading platform (the “Trading Platform”) enabling

its primarily retail clients to trade CFDs across over hundreds of

financial instruments comprising currencies, commodities, indices,

cryptocurrencies, stocks and exchange traded funds.

The Company’s BVI subsidiary, Formula Investment House Ltd

(“FIH”), was subject to a routine thematic compliance inspection by

the BVI Financial Services Commission (FSC) which commenced

in January 2025 (the “Inspection”). The BVI FSC’s final report gave

ratings of “largely compliant” or “partially compliant”. Following the

receipt of the report, FIH was awarded the same annual risk rating

as the previous year from the BVI FSC.

b. Effects of the Security Situation in the Middle

East

On 7 October 2023, following a surprise attack by the Hamas

terrorist organisation from the Gaza Strip, the Government of Israel

declared the “Swords of Iron” war (the “War”). The overall impact of

the War on the Company’s financial results for the three years ended

31 December 2024 was not material.

In October 2025, after two years of hostilities, a ceasefire agreement

was reached in Gaza, including the release of the living hostages and

the return of the deceased.

Subsequently, in early 2026, Israeli and American forces commenced

a military offensive against Iran. A ceasefire in that conflict came into

effect in the beginning of April 2026.

As of the date of this report, the IDF remains on heightened alert

for security-related events. Notwithstanding the foregoing, as of the

date of this report, the security situation — including the hostilities

involving Iran and the subsequent ceasefire — has not had a

material effect on the Company’s financial results.

The Company continues to monitor on an ongoing basis the

potential implications of these events on its operations.

Note 2 - Material accounting

policies

a. Basis of preparation

The consolidated financial statements have been prepared in

accordance with International Financial Reporting Standards as

issued by the International Accounting Standards Board (IFRS).

These consolidated financial statements are the responsibility of

the Directors of the Group (the “Directors”).

The consolidated financial statements are prepared on a going

concern basis, under the historical cost convention, except

for derivative financial instruments that are measured at fair

value. The consolidated financial statements are presented in

United States dollar ($) and all values are rounded to the nearest

thousand ($’000), except when otherwise indicated.

The principal accounting policies adopted in the preparation of

the consolidated financial statements are set out below. These

policies have been consistently applied to all the years presented,

unless otherwise stated.

b. Basis of consolidation

Subsidiaries are entities controlled by the Group. Control exists

where the Group is exposed, or has rights, to variable returns

from its involvement with the entity and has the ability to affect

those returns through its power over the entity.

The subsidiary reporting periods are the same as those of the

Company, using consistent accounting policies.

Non-controlling interests in subsidiaries are presented separately

from the equity attributable to equity owners of the Company.

When changes in ownership of a subsidiary do not result in a loss

of control, the non-controlling shareholders’ interests are initially

measured at the non-controlling interests’ proportionate share

of the subsidiaries’ net assets. Subsequent to this, the carrying

amount of non-controlling interests is the amount of those

interests at initial recognition plus the non-controlling interests’

share of subsequent changes in equity. Total comprehensive

income is attributed to non-controlling interests even if this

results in the non-controlling interests having a deficit balance.

c. Going concern

The Group has continued to trade throughout the consolidated

financial statements period in a net asset position.

The Directors have assessed the ability of the Group to continue

as a going concern until the end of April 2027 using cash flow

forecasts prepared from 1 January 2026. With the continued

current trading results together with net proceeds received

from the IPO, the Directors are satisfied that there are sufficient

resources to continue in business for the foreseeable future

and for at least 12 months from the date of approving these

consolidated financial statements.

Notes to consolidated financial statements

For the year ended 31 December 2025

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202582

Financial Statements

Furthermore, there are no material uncertainties that may cast

significant doubt upon the Group’s ability to continue as a going

concern. Therefore, the consolidated financial statements are

prepared on a going concern basis.

d. New standards and amendments to

International Financial Reporting Standards

Standards, amendments and interpretations issued

but not yet effective:

IFRS 18 Presentation and Disclosures in Financial

Statements

IFRS 18 Presentation and Disclosure in Financial Statements was

issued by the International Accounting Standards Board in April

2024. IFRS 18 is effective on January 1, 2027, and is required to

be applied retrospectively to comparative periods presented, with

early adoption permitted. IFRS 18, upon adoption replaces IAS

Standards 1 - Presentation of Financial Statements.

IFRS 18 sets out new requirements focused on improving

financial reporting by:

• requiring additional defined structure to the statement

of profit or loss (i.e. consolidated statement of income),

to reduce diversity in the reporting, by requiring five

categories (operating, investing, financing, income taxes and

discontinued operations) and defined subtotals and totals

(operating income, income before financing, income taxes and

net income);

• requiring disclosures in the notes to the financial statements

about management-defined performance measures (i.e. non-

IFRS measures); and

• adding new principles for aggregation and disaggregation of

information in the primary financial statements and notes.

IFRS 18 will not impact the recognition or measurement of items

in the financial statements, but it might change what an entity

reports as its ‘operating profit or loss’, due to the classification of

certain income and expense items between the five categories of

the consolidated income statement. It might also change what

an entity reports as operating activities, investing activities and

financing activities within the statement of cash flows, due to

the change in classification of certain cash flow items between

these three categories of the cash flows statement. The Group is

currently assessing the impact of adopting IFRS 18.

e. Trading income

Trading income represents revenue generated from Customer

Income, which includes spreads and overnight charges, and

Customer Trading Performance, comprising gains and losses on

customers’ trading positions arising from client trading activity.

Open client positions are carried at fair value through profit

or loss, with gains or losses arising from these valuations

recognised as trading income, as well as gains or losses realised

on positions that have closed.

Trading income is accounted for under the provisions of IFRS 9, at

fair value in accordance with IFRS 13, Fair Value Measurements,

as the Company is a broker-dealer, and its operations are based

on generating profits from variation in price of broker-traders’

margin and fair value adjustments of client trading positions on

currencies, commodities, indices, cryptocurrencies, stocks and

exchange traded funds.

f. Foreign currency translation

(i) Functional currencies

Items included in the consolidated financial statements of each

Group entity are measured using the currency of the primary

economic environment in which each entity operates (‘‘the

functional currency’’).

The consolidated financial statements are presented in USD

which is also the functional currency of the Company.

(ii) Transactions and balances

Foreign currency transactions are translated into the respective

functional currencies of the Group companies using the exchange

rates prevailing at the dates of the transactions. Monetary assets

and liabilities denominated in foreign currencies are translated into

the functional currency at the exchange rate at the reporting date.

Non-monetary assets and liabilities that are measured at fair value

in a foreign currency are translated into the functional currency

at the exchange rate when the fair value is determined. Non-

monetary items that are measured based on historical cost in a

foreign currency are translated at the exchange rate at the date of

the transaction. Foreign exchange gains and losses resulting from

the settlement of such transactions and from translation at the

reporting date exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognised in profit or loss

and presented within finance expenses.

(iii) Foreign operations

The assets and liabilities of foreign operations, including fair value

adjustments arising on acquisition, are translated into United

States Dollars at the exchange rates at the reporting date. The

income and expenses of foreign operations are translated into

United States Dollars at the average exchange rates.

Foreign currency differences are recognised in other

comprehensive income and accumulated in the translation

reserve, except to the extent that the translation difference is

allocated to non-controlling interest.

On the disposal of a foreign operation (i.e. a disposal of the

Group’s entire interest in a foreign operation, or a disposal

involving loss of control over a subsidiary that includes a foreign

operation), all of the exchange differences accumulated in equity

in respect of that operation attributable to the owners of the

Company are reclassified to profit or loss as part of the gain or

loss on disposal.

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 83

Financial Statements

In the case of a partial disposal that does not result in the Group

losing control over a subsidiary that includes a foreign operation,

the proportionate share of accumulated exchange differences are

re-attributed to non-controlling interests and are not recognised in

profit or loss. For all other partial disposals, the proportionate share of

the accumulated exchange differences is reclassified to profit or loss.

g. Technology costs

Technology related expenditures are recognised in profit or loss

when incurred.

Costs incurred in an internal development project are recognised

as an intangible asset only if the Group can demonstrate the

technical feasibility of completing the intangible asset so that it

will be available for use or sale; the Group’s intention to complete

the intangible asset and use or sell it; the ability to use or sell the

intangible asset; how the intangible asset will generate future

economic benefits; the availability of adequate technical, financial

and other resources to complete the intangible asset; and the

ability to measure reliably the expenditures attributable to the

intangible asset during its development.

When an internally developed intangible asset cannot be

recognised, the development costs are recognised as an expense

in profit or loss as incurred. Development costs previously

recognised as an expense are not recognised as an asset in a

subsequent period. For all reporting periods presented, the above

criteria have not been met and therefore all development costs

have been recognised as an expense in profit or loss.

h. Current and deferred taxation

Income tax expense comprises of current and deferred tax. It is

recognised in profit or loss except to the extent that it relates to items

recognised directly in equity or in other comprehensive income.

Current tax

Tax liabilities and assets for all periods are measured at the

amount expected to be paid to or recovered from the taxation

authorities, using the tax rates and laws that have been enacted, or

substantively enacted, by the reporting date. Current tax includes

any adjustments to tax payable in respect of previous periods.

Deferred tax

Deferred tax is provided in full, using the liability method, on

temporary differences arising between the tax bases of assets

and liabilities and their carrying amounts in the consolidated

financial statements. Currently enacted tax rates are used in the

determination of deferred tax.

Deferred tax assets are recognised to the extent that it is probable

that future taxable profit will be available against which the

temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally

enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same

taxation authority and the Group intends to settle its current tax

assets and liabilities on a net basis.

i. Property plant and equipment

Property, plant and equipment are measured at cost less

accumulated depreciation and impairment losses.

Depreciation is recognised in profit or loss on the straight-line

method over the useful lives of each part of an item of property,

plant and equipment.

The annual depreciation rates used for the current and

comparative periods are as follows:

	%
Leasehold improvements	10
Furniture, fixtures and office equipment	7-15
Computer equipment	20-33

Depreciation methods, useful lives and residual values are

reassessed at each reporting date and adjusted if appropriate.

Where the carrying amount of an asset is greater than its

estimated recoverable amount, the asset is written down

immediately to its recoverable amount.

j. Leased assets

At inception of a contract, the Group assesses whether a contract

is, or contains, a lease. A contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset

for a period of time in exchange for consideration.

For the leases of land and buildings in which it is a lessee, the

Group has elected not to separate non-lease components and

account for the lease and non-lease components as a single

lease component.

The Group as lessee

The Group recognises a right-of-use asset and a lease liability at

the lease commencement date. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease

liability adjusted for any lease payments made at or before the

commencement date, plus any initial direct costs incurred, less

any lease incentives received.

The right-of-use asset is subsequently depreciated using the

straight-line method from the commencement date to the earlier

of the end of the useful life of the right-of-use asset or the end

of the lease term. The estimated useful lives of the right-of-use

assets are determined on the same basis as those of property

and equipment. In addition, the right-of-use asset is periodically

reduced by impairment losses, if any, and adjusted for certain

remeasurements of the lease liability.

The lease liability is initially measured at the present value of

the lease payments that are not paid at the commencement

date, discounted using the interest rate implicit in the lease or, if

that rate cannot be readily determined, the Group’s incremental

borrowing rate.

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202584

Financial Statements

Notes to consolidated financial statements continued

The lease liability is measured at amortised cost using the

effective interest method. It is remeasured when there is a

change in future lease payments arising from a change in an

index or rate, or if the Group changes its assessment of whether

it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a

corresponding adjustment is made to

the carrying amount of the right-of-use asset or is recorded in

profit or loss if the carrying amount of the right-of-use asset has

been reduced to zero.

Short-term leases and leases of low-value assets

The Group has elected not to recognise the right of use assets

and lease liabilities for short term leases that have a lease term

of 12 months or less and leases of low value assets (i.e. IT

equipment, office equipment etc.). The Group recognises the

lease payments associated with these leases as an expense on a

straight-line basis over the lease term.

k. Cash and cash equivalents

Cash and cash equivalents comprise of cash balances and

on-call deposits. Bank overdrafts that are repayable on demand

and form an integral part of the Group’s cash management are

included as a component of cash and cash equivalents for the

purpose only of the consolidated statement of cash flows.

l. Segregated client funds

The Group’s clients maintain funds in the Group’s bank accounts

for their trading purposes.

iCFD Ltd. and Formula Investment House Ltd. are required to

manage client funds in accordance with the applicable client

money rules, ensuring these funds are segregated within a

fiduciary capacity supported by law and cannot be used for any

other purpose.

These arrangements are subject to regulation, as well as industry

custom and practice. These assets are not included in the

Group’s statement of financial position as the ability to control

the assets is restricted. The determination of control is based

on several indicators that mainly examine who is entitled to the

economic benefits derived from the cash flows arising from

these assets, and if clients have a secured claim in case of the

insolvency of iCFD Ltd. or Formula Investment House Ltd.

This determination is re-examined when there is a change in

circumstances, laws, regulations and contracts with the client.

m. Financial instruments

Recognition and initial measurement

Financial assets and financial liabilities are recognised when

the Group becomes a party to the contractual provisions of the

instrument.

A financial asset or financial liability is initially measured at fair

value plus, for an item not at fair value through profit or loss

(FVTPL), transaction costs that are directly attributable to its

acquisition or issue.

Classification and subsequent measurement

Financial assets -

On initial recognition, a financial asset is classified as measured

at: amortised cost or at FVTPL.

A financial asset is measured at amortised cost if it meets both of

the following conditions:

• It is held within a business model whose objective is to hold

assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash

flows that are solely payments of principal and interest on the

principal amount outstanding.

Financial assets - Subsequent measurement and gains and losses:

Financial assets at	These assets are subsequently measured at
FVTPL	fair value. Net gains and losses, including any
	interest, are recognised in profit or loss.
Financial assets at	These assets are subsequently measured at
amortised cost	amortised cost using the effective interest
	method and are subject to impairment. Interest
	income, foreign exchange gains and losses and
	impairment are recognised in profit or loss. Any
	gain or loss on derecognition is recognised in
	profit or loss. The Group holds medium term bond
	notes which are recorded at amortised cost.

Financial liabilities - Classification, subsequent

measurement and gains and losses

Financial liabilities are classified as measured at amortised cost

or FVTPL. A financial liability is classified as at FVTPL if it is

classified as held-for-trading, it is a derivative or it is designated

as such on initial recognition. Financial liabilities at FVTPL are

measured at fair value and net gains and losses, including any

interest expense, are recognised in profit or loss. Other financial

liabilities are subsequently measured at amortised cost using the

effective interest method. Interest expense and foreign exchange

gains and losses are recognised in profit or loss. Any gain or loss

on derecognition is also recognised in profit or loss.

n. Impairment of financial assets

The Group has short-term financial assets such as trade

receivables in respect of which the Group applies the simplified

approach in IFRS 9 and measures the loss allowance in an

amount equal to the lifetime expected credit losses.

Write-off

The gross carrying amount of a financial asset is written off

when the Group has no reasonable expectations of recovering a

financial asset in its entirety or a portion thereof.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 85

Financial Statements

o. Impairment of non-financial assets

Assets (other than deferred tax assets) that have an indefinite

useful life are not subject to amortisation and are tested annually

for impairment. Assets that are subject to depreciation or

amortisation are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount may

not be recoverable.

For impairment testing, assets are grouped together into the

smallest group of assets that generates cash flows from

continuing use that are largely independent of the cash inflows of

other assets or cash generating units.

The recoverable amount of an asset or cash-generating unit is the

greater of its value in use and its fair value less costs to sell. Value

in use is based on the estimated future cash flows, discounted

to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the

risks specific to the asset or cash-generating unit

An impairment loss is recognised if the carrying amount of an

asset or cash-generating unit exceeds its recoverable amount.

Impairment losses are recognised in profit or loss.

An impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would

have been determined, net of depreciation or amortisation, if no

impairment loss had been recognised.

p. Employee benefits

The Group operates an employee benefit plan whereby employees

are granted the right to cash payments based on a pre-

determined number of shares without owning those shares under

the terms and conditions agreed with the employee in a Phantom

Award Agreement.

q. Segmental reporting

IFRS 8 ‘Operating segments’ requires the Group to determine

its operating segments based on information which is provided

internally. Based on the internal reporting information and

management structures within the Group, it has been determined

that there is only one operating segment being from the online

trading on CFDs through the Group’s internally developed

platform.

r. Share-based payments

Employees of the Group and the Company’s Board of Directors

receive remuneration in the form of share-based payments,

whereby employees render services as consideration for equity

instruments (“equity-settled transactions”).

The cost of equity-settled transactions with employees is

determined by the fair value at the date when the grant is made

using an appropriate valuation model, further details of which are

given in Note 18.

The cost of equity-settled transactions is recognized as expense,

together with a corresponding increase in equity, over the period

during which the relevant employees become entitled to the

award, and where applicable, the performance conditions are

fulfilled (the “vesting period”). The cumulative expense recognised

for equity-settled transactions at each reporting date until the

vesting date reflects the extent to which the vesting period has

expired and the Group’s best estimate of the number of equity

instruments that will ultimately vest.

No expense is recognised for awards that do not ultimately vest

because non-market performance and/or service conditions have

not been met, except for awards where vesting is conditional

upon a market condition, which are treated as vesting irrespective

of whether the market condition is satisfied, provided that all

other vesting conditions (service and/or performance) are

satisfied.

Note 3 - Critical accounting

estimates and judgements

The preparation of the consolidated financial statements

in compliance with IFRS requires the use of certain critical

accounting estimates. It also requires the Group management

to exercise judgement and use assumptions in applying the

Group’s accounting policies. The resulting accounting estimates

calculated using these judgements and assumptions will, by

definition, seldom equal the related actual results but are based

on historical experience and expectations of future events.

Management believe that the estimates utilised in preparing the

consolidated financial statements are reasonable and prudent.

Estimates and judgements are continually evaluated based on

historical experience and other factors, including expectations

of future events that are believed to be reasonable under the

circumstances. In the future, actual experience may differ from

these estimates and assumptions.

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202586

Financial Statements

Note 4 - Revenue

The Group generates revenue primarily from online trading on CFDs through its internally developed platform. No single customer makes

up 10% or more of revenue in any period.

	Year ended 31 December,
	2025	2024
Net gain realised on trading	43,866	45,715
Net gains on financial assets at fair value through profit or loss (*)	5,275	4,433
Total revenue	49,141	50,148

(*) for more information on fair value trading income see Note 2e.

Geographical reporting

	Year ended 31 December,
	2025	2024
Middle East and Africa	14,657	15,123
South Asia	9,401	8,370
Rest of Asia	18,736	19,621
Europe	1,920	2,607
Latin America	4,427	4,427
	49,141	50,148

Note 5 - Expenses by nature

a. Selling and marketing expenses

	Year ended 31 December,
	2025	2024
Staff costs	6,638	4,683
Information technology	686	897
Commissions expense	4,917	5,842
Technology – staff and other expenses	10,855	8,188
Media expenses	9,445	5,470
Clearing charges	9,958	10,817
	(42,499)	(35,897)

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 87

Financial Statements

Notes to consolidated financial statements continued

b. Administrative and general expenses

	Year ended 31 December,
	2025	2024
Staff expenses and directors fee	3,697	1,509
Rent and utilities	255	511
Sundry expenses	2,694	1,099
Auditors’ remuneration	207	150
Legal fees	1,049	1,474
Consulting fees	1,687	1,023
Office and other expenses	606	307
Depreciation	635	552
	(10,830)	(6,625)

c. Employee benefit expenses

	Year ended 31 December,
	2025	2024
Wages and salaries	10,537	9,515
Social security and taxes	1,187	954
Other pension costs	963	655
	12,687	11,124

As at 31 December 2025 Mr. Eyal Carmon, held 100% of the shares in the Company. In the year ended 31 December 2025 he received

$5,932 (2024: $5,791) in respect of dividends paid.

Note 6 - Net finance income and expense

	Year ended 31 December,
	2025	2024
Finance Income
Interest income	135	218
Interest from deposits	7	38
Net foreign exchange income	1,372	–
	1,514	256
Finance Expenses
Interest expense on lease liabilities	(154)	(151)
Bank charges	(338)	(364)
Net foreign exchange loss	–	(1,343)
	(492)	(1,858)
Net finance income (expenses)	1,022	(1,602)

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202588

Financial Statements

Notes to consolidated financial statements continued

Note 7 - Taxes on income

a. Tax rates applicable for the main entities in the Group:

	Country of tax residency	Applicable tax rate - %
IFOREX Financial Trading Holdings Ltd.	Israel	23
iFOREX Holding Ltd.	Israel	23
Formula Investment House Ltd.	British Virgin Islands	–*
iCFD Ltd.	Cyprus	12.5
I For Fintech Limited	Israel**	12
FIH – Athens Branch	Greece	22

* Under the laws in the BVI Formula Investment House Ltd. is not subject to corporate tax.

** The statutory corporate tax rate in Israel is 23%. The Company received a pre-ruling from the Israeli Tax Authority (the “ITA”) approving

its eligibility to be classified, commencing from 2023, as PTE (see below) for which the tax rate is 12%. Any other income that is not

considered as PTE will be subject to an ordinary income tax rate of 23%.

b. Tax laws applicable in Israel

Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 73) (the “Encouragement Law”):

Amendment 73 to the Encouragement Law prescribes a special tax regime for technological enterprises as follows:

Preferred Technological Enterprise (“PTE”) as defined in the Encouragement Law will be subject to tax at a rate of 12% on profits deriving

from intellectual property which meets the conditions of being treated as “Preferred Technological Income.”

Any dividends distributed from PTE to non-Israeli shareholders or individuals, sourced in the income from the technological enterprise is

subject to reduced Israeli withholding tax rate of 20% (or lower rate under the applicable tax treaty). No withholding tax will be remitted

upon distribution of dividend sourced from preferred technological income to an Israeli corporation.

	Statement of financial position		Statement of profit and loss
	As of 31 December,		Year ended 31 December,
c. Deferred tax	2025	2024	2025	2024
Deferred tax assets:
Research and development costs	271	67	204	67
Employee benefits	5	5	–	5
Carryforward losses	26	–	26	–
Leases	18	7	11	7
IPO expenses	135	–	135	–
	455	79	377	79

Deferred tax assets are calculated at the rate of 12 per cent.

d. Analysis of charge	2025	2024
Current tax	53	983
Deferred taxes	(377)	(79)
Income tax expense (benefit)	(323)	904
Tax charge (benefit) per statement of comprehensive income	(323)	904

Tax assessments

The tax returns of Group companies are still subject to audits by the tax authorities.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 89

Financial Statements

Notes to consolidated financial statements continued

Reconciliation of tax expense and tax based on accounting profit (loss):

	Year ended 31 December,
	2025	2024
Profit (loss) from ordinary activities before tax	(3,166)	6,024
Tax calculated at applicable domestic tax rate (2025 and 2024 – 23%)	(726)	1,386
Effects of:
Tax expenses (benefit) arising from PTE	419	(745)
Different tax rates in other countries and jurisdictions	(847)	(214)
Expenses not deductible for tax purposes	791	35
Losses for which no tax benefit was recorded	11	411
Other	29	31
Tax charges (benefit)	(323)	904

Note 8 - Dividends

In 2024 the Company declared a dividend of $11,722 thousand USD, of which $5,791 was paid in 2024 and $5,932 was paid in 2025.

In addition, in 2024 a subsidiary declared a dividend of which $3,504 was paid to non-controlling shareholders.

During 2025 the Company did not declare the payment of a dividend.

Note 9 - Earnings per share

Basic and diluted earnings per share are calculated by dividing the profit attributable to equity holders by the weighted average number

of ordinary shares in issue. Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the

Company by the weighted average number of ordinary shares in issue during the period plus the weighted average number of ordinary

shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

The following table reflects the income and share data used in the basic and diluted EPS calculations.

	Year ended 31 December,
	2025	2024
Profit (loss) used in calculating basic and diluted EPS ($’000)	(1,996)	3,931
Weighted average number of shares	100	100
Diluted weighted average number of shares	100	100
Earnings per share ($)	(19,966)	39,310
Diluted earnings per share ($)	(19,966)	39,310

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202590

Financial Statements

Note 10 - Property, plant and equipment

		Furniture,
	Leasehold	fixtures and	Computer
	improvements	office equipment	equipment	Total
Cost
Balance at 1 January 2024	78	415	3,388	3,881
Additions	–	1	81	82
Exchange differences	(16)	(4)	(15)	(35)
Balance at 31 December 2024	62	412	3,454	3,928
Additions	54	4	134	192
Exchange differences	39	13	76	128
Balance at 31 December 2025	155	429	3,664	4,248
Depreciation
Balance at 1 January 2024	(15)	(390)	(2,762)	(3,167)
Depreciation for the year	(8)	(1)	(190)	(199)
Exchange differences	13	5	13	31
Balance at 31 December 2024	(10)	(386)	(2,939)	(3,335)
Depreciation for the year	(13)	(6)	(323)	(342)
Exchange differences	(38)	(11)	(87)	(136)
Balance at 31 December 2025	(61)	(403)	(3,349)	(3,813)
Net book value
Balance at 31 December 2025	94	26	315	435
Balance at 31 December 2024	52	26	515	593

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 91

Financial Statements

Notes to consolidated financial statements continued

Note 11 - Leased assets

The Group leases a number of assets in the jurisdictions from which it operates in with all lease payments, in-substance, fixed over the

lease term. All expected future cash out flows are reflected within the measurement of the lease liabilities at each period end.

Number of active leases as of December 31, 2025: 3 (2024: 3)

The Groups leases include leasehold properties for commercial and head office use. The leases range in length from four to seven years.

Extension, termination, and break options

The Group sometimes negotiates extension, termination, or break clauses in its leases. In determining the lease term, management

considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination

option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be

extended (or not terminated).

On a case-by-case basis, the Group will consider whether the absence of a break clause would expose the Group to excessive risk.

Typically, factors considered in deciding to negotiate a break clause include:

- The length of the lease term;

- The economic stability of the environment in which the property is located; and

- Whether the location represents a new area of operations for the Group.

Incremental borrowing rate

The Group has estimated a rate with a range of 4.83% - 9% as its incremental borrowing rate, being the rate that the individual lessee

would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic

environment with similar terms, security and conditions. This rate is used to reflect the risk premium over the borrowing cost of the

Group measured by reference to the Groups facilities.

Right-of-use assets

	Total
Cost
Balance at 1 January 2024	2,097
Additions	125
Exchange differences	(30)
Balance at 31 December 2024	2,192
Additions	–
Exchange differences	242
Balance at 31 December 2025	2,434
Depreciation
Balance at 1 January 2024	(226)
Depreciation for the year	(354)
Exchange differences	10
Balance at 31 December 2024	(570)
Depreciation for the year	(359)
Exchange differences	(99)
Balance at 31 December 2025	(1,028)
Net book value
Balance at 31 December 2025	1,406
Balance at 31 December 2024	1,622

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202592

Financial Statements

Notes to consolidated financial statements continued

Lease liabilities

	Total
Balance at 1 January 2024	1,912
Additions	125
Interest expense	151
Lease payments	(444)
Exchange differences	(19)
Balance at 31 December 2024	1,725
Additions	–
Interest expense	125
Lease payments	(444)
Exchange differences	168
Balance at 31 December 2025	1,574

Reconciliation of minimum lease payments and present value:

	As at December 31,
	2025	2024
Within 1 year	461	398
Later than 1 year and less than 5 years	1,417	1,444
More than 5 years	–	208
Total including interest cash flows	1,878	2,050
Less: interest cash flows	304	325
Total principal cash flows	1,574	1,725

Note 12 - Other current financial assets

	As at December 31,
	2025	2024
Balance at 1 January	–	940
Fair value adjustment	–	12
Exchange differences	–	(2)
Redemption	–	(950)
Balance at 31 December	–	–

Represented EURO notes with a maturity in May 2024.

Note 13 - Trade and other receivables

	As at December 31,
	2025	2024
Trade receivables	3,110	6,904
Advances and prepayments	1,625	1,169
Other receivables	31	200
Restricted deposit	155	–
Refundable VAT	289	76
Corporation income tax receivable	2,168	867
	7,378	9,216

The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in Note 21

of the consolidated financial statements. There are no past due balances in the balances presented.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 93

Financial Statements

Note 14 - Cash and cash-equivalents
	As at December 31,
	2025	2024
Cash in hand	17	107
Cash at bank	5,785	8,022
Short term deposits	403	484

6,205

8,613

For the purposes of the consolidated statement of cash flows, cash and cash equivalents include the following:

	As at December 31,
	2025	2024
Cash and cash equivalents	6,205	8,613
Bank overdrafts	45	43
	6,160	8,570

The Group’s clients maintain funds in the Group’s bank accounts which are used for their trading purposes. As the funds

cannot be used for the Group’s own purposes and are designated as client accounts, client funds are not included in the

consolidated statement of financial position of the Group (Note 16).

Deposits are held in various banks and are denominated in USD and EUR. These deposits bear interest at varying rates

depending on the term, and bank.

The exposure of the Group to credit risk and impairment loss in relation to cash and cash equivalents is reported in Note 21 to

the consolidated financial statements.

Note 15 - Capital management

The Group manages its capital to ensure that it will be able to continue as a going concern while increasing the return to

owners through the strive to improve the debt/equity ratio. The Group’s overall strategy remains unchanged in each period

presented in the consolidated financial statements.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to owners, return

capital to owners or issue new shares. Total capital is calculated as ‘’equity’’ as shown in the consolidated statement of

financial position plus net debt.

iCFD Ltd., a subsidiary of the Group, must maintain adequate capital and liquidity requirements, as the Cyprus Securities and

Exchange Commission regulated firm. Management prepares a capital plan, and reviews this on an on-going basis to ensure

that future capital needs are aligned with its strategic plans. Internal processes ensure ongoing compliance with capital

adequacy and liquidity needs in iCFD Ltd.

The Group’s subsidiary Formula Investment House Ltd. maintains a liquidity cushion of at least USD10 million to ensure

compliance with regulations set by the Financial Services Commission in the British Virgin Islands.

The Internal Capital Adequacy Risk Assessment process includes liquidity adequacy assessment, stress testing, and wind-

down planning. This ensures adequate capital and liquidity to cover risks.

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202594

Financial Statements

Note 16 - Client funds

The Group’s clients maintain funds in the Group’s bank accounts which are used for their trading purposes. In cases when the

funds cannot be used for Group’s own purposes, they are kept in bank accounts which are designated as Clients’ Accounts.

Consequently, client funds with such limitations are not included in the consolidated statement of financial position of the

Group. The funds held on behalf of clients are as follows:

	As at December 31,
	2025	2024
EUR	6,144	11,646
GBP	66	45
PLN	491	416
USD	1,740	1,389
CHF	151	78
CZK	39	34
JPY	79	143
HUF	451	398
SEK	5	4
	9,166	14,153

Note 17 - Trade and other payables

	As at December 31,
	2025	2024
Trade payables	2,187	598
Other payables	988	744
Accruals	574	879
Payables to related parties (Note 20)	169	6,085
	3,918	8,306

The exposure of the Group to liquidity risk in relation to financial instruments is reported in Note 21 to the consolidated financial statements.

Note 18 - Share capital

	As at December 31,
	2025	2024
Allotted, called up and fully paid
Ordinary shares of no-par value	100	100

For the year 2024, the Company had an authorised share capital of 50,000 shares of no par value, of which 100 Ordinary shares were

allotted for $1 per share. Following the continuation (migration) of the Company from the BVI to Guernsey on 9 April 2025, the concept

of authorised share capital no longer applies. Under the Companies (Guernsey) Law, 2008, companies are not required to have an

authorised share capital and may issue an unlimited number of shares, subject to the provisions of the Law and the Company’s Articles.

Upon migration, the Company confirmed an issued share capital of 100 Ordinary Shares of no par value.

Share incentive plan

iFOREX Holding Ltd., a subsidiary of the Company, adopted the 2024 Share Incentive Plan (the “2024 Plan”) on 26 September 2024.

The 2024 Plan provides for the grant of options, and restricted shares to its employees, directors, office holders, service providers and

consultants of the Group. On and with effect from Admission, the 2024 Plan will be amended so that it is adopted by the Company and,

following Admission, the grant of the options and restricted shares will be in respect of Shares in the Company.

On 26 November 2024 the Group granted 141,800 restricted shares and 54,200 options on 29 December 2024, with an exercise price of

$0.01, over ordinary shares. The exercise period ends on the 10th anniversary of the date of grant.

During 2025 the Group granted 12,750 restricted shares and 19,150 options under the same terms and assumption used for the grant in 2024.

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 95

Financial Statements

The vesting period for majority of the restricted shares and options is as follows:

1. Twenty-five percent (25%) of the shares covered by the award, on the 2nd anniversary of the grant date.

2. Additional twenty-five percent (25%) of the shares covered by the award, on the 4th anniversary of the grant date.

3. Additional fifty percent (50%) of the shares covered by the award, on the 5th anniversary of the grant date.

Voting Rights: Shares granted under the 2024 Plan are subject to an irrevocable proxy and power of attorney until the shares are listed for

trading on a stock exchange or market. This proxy allows the designated person or persons, as determined by the Committee, to receive

notices, vote, and take other actions in respect of the shares. The proxy holder will vote the shares in the same proportion as the result of

the vote at the shareholders’ meeting or written consent, unless directed otherwise by the Board.

Dividend Rights: Grantees are entitled to receive dividends distributed with respect to the shares, subject to certain provisions of the

iFOREX Articles of Association and applicable laws. For 102 Awards, the Trustee will transfer the dividend payment to the Grantee after

withholding any applicable taxes. If a cash dividend is distributed with respect to restricted shares during the restricted period, the

Trustee will transfer the dividend payment to the Grantee after withholding any applicable taxes, and the amount withheld will be remitted

to the taxing authority upon the earlier of the lapse of the restricted period, termination of employment, or the Grant-ee’s death, disability,

or retirement.

As of the 31 December 2025 there were 151,700 (2024: 141,800) restricted shares and 74,850 (2024: 54,200) outstanding options with a

weighted average exercise price of $0.01. As of 31 December 2025 35,917 options vested.

The fair value of Restricted shares, granted in 2024, was estimated based on independent valuation of the fair value of the shares on the

date of the grant and was set on $62.9. Additional grants were made in the beginning of 2025. The valuation used to value the options in

2024 was also used to determine the value of the options granted in 2025, due to the close timing proximity of the two grants.

The fair value of options, granted in 2024 was estimated using the Black & Scholes option-pricing model:

	2025
Weighted average expected term (years)*	7
Risk free interest rate (%)	4.71
Volatility (%)	35.96
Dividend yield(%)	17.8
Estimated share price ($)	62.9
Option value ($)	18.06

* The number of years adjusted for every tranch. For executive managers the number of years used was 10 years and the option value was set at $11.

These assumptions and estimates were determined as follows:

Expected Volatility.

Since iFOREX has no trading history of its ordinary shares, the expected volatility is derived from the average

historical share volatilities of several unrelated public companies within the iFOREX industry that iFOREX considers to be comparable to

its own business over a period equivalent to the option’s expected term.

Risk-Free Interest Rate.

The risk-free rate for the expected term of the options is based on the Black-Scholes option-pricing model on

the yields of U.S. Treasury securities with maturities appropriate for the expected term of employee share option awards.

Dividend yield: 17.8%.

Based on the management estimation for dividend distribution policy as of the day of grant.

The share-based payment expense was recorded in the statement of profit or loss as follows:

	Year ended	Year ended
	December 31, 2025	December 31, 2024
Selling and marketing:
Information technology	1,094	23
Other	457	80
General, administrative and operating	2,155	154
	3,706	257

Refer to Note 22 for change made to equity instruments subsequent to IPO.

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202596

Financial Statements

Note 19 - Subsidiaries and ownership

The Group was, as at 31 December 2025 ultimately controlled by Mr. Eyal Carmon who held 100% of the shares in the Company.

The Company has one direct subsidiary, iFOREX Holding Ltd., of which it owns 69% of the issued shares, as at 31 December 2025 (2024: 74%)

iFOREX Holding Ltd. directly and indirectly owns 100% of the issued shares of all other subsidiaries of the Group as at 31 December 2025.

The table below sets out the details of the active subsidiaries of the Company during the consolidated financial statements period.

Active subsidiaries:

	Activity	Country of incorporation
iFOREX Holding Ltd.	Holdings	BVI
Formula Investment House Ltd.	Trading	BVI
iCFD Limited	Trading	Cyprus
Formula Investment House B.O.S Ltd.	Trading	Cyprus
I For Fintech Limited	Trading	Israel
Athens Branch (of Formula Investment House Ltd.)	Ancillary Services	Greece

Note 20 - Related party transactions

(i) Directors’ remuneration

The remuneration of Directors and other members of key management was as follows:

	2025	2024
Remuneration of directors	2,444	2,803
Key management fee	603	455
	3,047	3,258

The above fees are commission paid in respect of customer support services provided by companies controlled by the director. Fees are

comprised of base amount and variable component.

(ii) Dividend payable to Director

	Nature of transactions	2025	2024
Shareholder	Dividend payable	–	5,932
		–	5,932

(iii) Payables to related parties

	Nature of transactions	2025	2024
Director	Commission	169	153
		169	153

(iv) Compensation of key management personnel of the Group recognized as an expense:

	2025	2024
Short-term employee benefits	1,236	890
Share-based payment	941	41

Notes to consolidated financial statements continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 97

Financial Statements

Notes to consolidated financial statements continued

Note 21 - Financial instruments – fair values and risk and

management

financial risk factors

The Group is exposed to the following risks from its use of financial instruments:

• Credit risk;

• Liquidity risk;

• Market risk;

The Board of Directors has the overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk

limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect

changes in market conditions and in the Group’s activities.

i. Credit Risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows

from financial assets on hand at the reporting date. The Group has policies in place to ensure that transactions are conducted with

counterparties with an appropriate credit history. Cash balances are held with high credit quality financial institutions and the Group

has policies to limit the amount of credit exposure to any financial institution. The carrying amount of financial assets represents the

maximum credit exposure.

The Group relies on third party credit card clearers, payment institutions and payment service providers including cryptocurrency

exchanges in order to allow clients to fund their accounts with the Group. Such credit card clearers, payment institutions and payment

service providers may hold funds owed to the Group for different durations, including between the time the client payment transaction

is approved and when settlement is received by the Group. The Group credits the full amount of the client’s transaction to the client’s

account with the Group, and therefore, the Group is exposed to a risk that such third-party provider will fail to make settlement of such

funds to the Group. Failure to make settlement may have an adverse effect on the Group’s financial results and operations.

To minimise such risks the Group operates a fully integrated proprietary cashier system (the Group’s payment system) enabling client

deposits to be made in multiple currencies across a wide range of payment methods for both online and offline transactions. The

Cashier system was developed for the Group’s clientele and designed to cater to clients across different locations with clients able to

see the most compatible payment options. The cashier allows the Group to manage the flow of transactions between various payment

service providers, prioritising providers based on fees, reliability and settlement timing, thus reducing costs, increasing efficiencies and

reducing credit risk

ii. Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations arising from its financial liabilities that are settled

by delivering cash or other financial assets. Liquidity risk is managed centrally and, on a Group wide basis. The Group’s approach to

managing liquidity is to ensure it will have sufficient liquidity to meet its financial liabilities when due, under both normal circumstances

and stressed conditions. The Group has procedures with the object of minimising losses such as maintaining sufficient cash and other

highly liquid current assets.

The following are the contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and

include contractual interest payments.

	Carrying	Contractual		Between 1-5
	amount	cash flows	Within 1 year	years	More than 5 years
December 31, 2025
Lease liabilities	1,574	1,878	353	1,221	–
Bank overdrafts	45	45	45	–	–
Trade and other payables	3,918	3,918	3,918	–	–
	5,537	5,841	4,316	1,221	–

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 202598

Financial Statements

Notes to consolidated financial statements continued

	Carrying	Contractual		Between 1-5
	amount	cash flows	Within 1 year	years	More than 5 years
December 31, 2024
Lease liabilities	1,725	2,050	314	1,203	208
Bank overdrafts	43	43	43	–	–
Trade and other payables	8,306	8,306	8,306	–	–
	10,074	10,399	8,663	1,203	208

iii. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the

Group’s income or the value of its holdings of financial instruments. The Group inherits risk from the positions its clients take within a

market, as the Group matches the short and long positions of its clients and internally manages the residual net exposure, which could

potentially lead to market losses. Such market risks can occur where a market fluctuates suddenly or sharply or where there is a steady

demand for an instrument in one direction which the Group fails to manage promptly and effectively.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while

optimising the return. The Group has in place a number of market risk management techniques to ensure that it is able to match

client positions and manage any downside risk, including actively monitoring price movements, varying spreads in response to market

movements, the use of overnight fees, increasing margin requirements and imposing USD 15m limits on the maximum exposure for

each client position and lower limits on a per asset basis.

iv. Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk

arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group’s

functional currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the

Euro, Israeli Shekel and British Pound. The Group’s management monitors the exchange rate fluctuations on a continuous basis and acts

accordingly.

If the US dollar had strengthened by 1% as at 31 December 2025 and 2024 in respect of balances denominated in other currencies, with

all other variables unchanged, the exposure on income after taxes in respect of those balances is shown below. The exposure in respect

of balances denominated in other currencies is immaterial.

	2025	2024
Israeli Shekel	1,275	1,043
Euro	1,203	1,051
British Pounds	82	76
Other currencies	7	7
	2,567	2,177

Note 22 - Events after the reporting period

On 25 February 2026 (“Admission Date”), the Company successfully completed its initial public offering on the London Stock Exchange,

pursuant to which its entire issued ordinary share capital, consisting of 22,186,679 Ordinary Shares, was admitted to the equity shares

(commercial companies) category of the Official List of the UK Financial Conduct Authority and to trading on the London Stock Exchanges

plc’s main market for listed securities under the ticker “IFRX”. The initial public offering resulted in a capital raise of £8.75 million

($11.81 million), offering of 4,487,179 new Shares at 195 pence per share.

On the Admission Date, the Company entered into a Share Exchange Agreement with the shareholders of its subsidiary, iFOREX Holding Ltd.

(BVI) (“IFH”), pursuant to which holders of shares in IFH received 14 Ordinary Shares in the Company for each 1 Ordinary Share in IFH.

Immediately following the Admission Date, Mr. Eyal Carmon held 55.5% of the shares of the Company.

With effect from the Admission Date, Mr. Ron Avshalom Golan, Sir Michael Lawrence Davis and Mr. Denzil Manistre Benedict Jenkins

were appointed as members of the board of directors of the Company.

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 99

Financial Statements

Additional Information

Advisers

Company Secretary

New Street Management Limited

Les Echelons, St. Peter Port

Guernsey

GY1 1AR

Broker

Shore Capital Stockbrokers Limited

Cassini House

57 St James’s Street

London

England

SW1A 1LD

Auditors

Kost Forer Gabbay and Kasierer

(a member of EY Global)

144 Menachem Begin Road,

Building A

Tel-Aviv

Israel

6492102

Legal Advisor (United Kingdom)

Bryan Cave Leighton Paisner LLP

Governor’s House

5 Laurence Pountney Hill

London

England

EC4R 0BR

Legal Advisor (Israel)

Meitar Law Offices

16 Abba Hillel Road

Ramat Gan

Israel 5250608

Legal Advisor (Cyprus)

C.D. Messios LLC

Suite 401

Galaxias Commercial Centre Ayias Elenis 36

Nicosia 1061 Cyprus

Legal Advisor (Guernsey)

Carey Olsen (Guernsey) LLP

Carey House

Les Banques

St Peter Port

Guernsey

Channel Islands GY1 4BZ

Financial Consultants

One Advisory Limited

201 Temple Chambers

3-7 Temple Avenue

London

EC4Y 0DT

Registrars

Computershare Investor Services (Guernsey) Limited

2nd Floor

Lefebvre Place

Lefebvre Street

St Peter Port

GY1 2JP

Guernsey

PR Adviser

Capital Market Communications Limited

5th Floor

40 The Strand

London

WC2N 5RW

Forward-looking statements

Certain statements in this Annual Report may constitute

forward-looking statements. These forward-looking statements

involve known and unknown risks and uncertainties, many of

which are beyond the Group’s control and all of which are based

on the Directors’ current beliefs and expectations about future

events. The Company often, but not always, uses terminology such

as, “aims”, “anticipates”, “assumes”, “believes”, “budgets”, “could”,

“contemplates”, “continues”, “estimates”, “expects”, “intends”, “may”,

“plans”, “predicts”, “projects”, “schedules”, “seeks”, “shall”, “should”,

“targets”, “would”, “will” or, in each case, their negative or other

variations or comparable terminology, to generally identify forward-

looking statements. Forward-looking statements may be set forth

in a number of places throughout this Annual Report and include

statements regarding the intentions, beliefs or current expectations

of the Directors or the Group concerning, among other things,

the results of operations, financial condition, prospects, growth,

strategies, corporate governance and the Group’s dividend policy

and the industry in which the Group operates.

These forward-looking statements and other statements

contained in this Annual Report regarding matters that are not

historical facts involve predictions. No assurance can be given

that such future results will be achieved; actual events or results

may differ materially as a result of risks and uncertainties the

Group faces. Such risks, uncertainties and other important

factors include, but are not limited to, those listed under the

heading “Principal risks and uncertainties” on pages 29 to 33,

and “Market overview” on pages 10 to 13 of this Annual Report,

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025100

Financial Statements

Additional Information continued

including changes in economic conditions, the Group’s competitive

environment, the Group’s ability to execute its strategies, supply

and demand forecasts, as well as other factors within and beyond

the Group’s control that may affect its planned strategies and

operational initiatives including actions taken by counterparties. By

their nature, forward-looking statements are based upon a number

of estimates and assumptions that, whilst considered reasonable

by the Company are inherently subject to significant business,

economic and competitive uncertainties and contingencies.

Known and unknown factors could cause actual results to differ

materially from those indicated, expressed or implied in such

forward-looking statements. Any forward-looking statements

in this Annual Report reflect the Directors’ current views with

respect to future events and are subject to these and other risks,

uncertainties and assumptions relating to the Group’s operations,

results of operations and growth strategy.

These forward-looking statements speak only as of the date

of this Annual Report. Subject to any obligations under the

UK Listing Rules, the Disclosure Guidance and Transparency

Rules or any other applicable UK, Guernsey or other applicable

laws, as appropriate, the Directors, the Company and the Group

explicitly disclaim any intention or obligation or undertaking to

publicly release the result of any revisions to any forward-looking

statements made in this Annual Report that may occur due

to any change in the Directors’, the Company’s or the Group’s

expectations or to reflect events or circumstances after the date

of this Annual Report.

Glossary

2009 Plan

the Company’s 2009 Global Equity Incentive Plan, as amended from time to time;

2024 Plan

the Company’s 2024 Share Incentive Plan, as amended from time to time;

ABC Policy the Group’s anti-bribery and corruption policy from time to time;

Active Client a client who makes at least one trade using real money on the Group’s trading platform in the relevant period;

Adjusted EBITDA

see definition set out in the section entitled “Adjusted EBITDA” of this Annual Report, on page 20;

Adjusted EBITDA

margin

see definition set out in the section entitled “Adjusted EBITDA margin” of this Annual Report, on page 20;

Adjusted Net Profits

see definition set out in the section entitled “Adjusted Net Profits” of this Annual Report, on page 20;

Administrator the administrator of the 2024 Plan from time to time;

Admission the admission of the entire issued ordinary share capital of the Company to the equity shares (commercial

companies) category of the Official List and to trading on the LSE’s Main Market for listed securities, which took place

on 25 February 2026;

Admission Date 25 February 2026;

AGM an annual general meeting of the shareholders of the Company;

AI artificial intelligence;

AML anti-money laundering;

Annual Report the annual report and accounts of the Group;

APM alternative performance measures, being non-IFRS financial measures used by the Group to monitor and manage

financial performance;

ARPU

Average Revenue Per User. See definition set out in the section entitled “Average Revenue Per User (ARPU)” of this

Annual Report, on page 21;

Award Agreement an agreement entered into between the Company and a grantee of an award under the 2024 Plan setting out the

terms and conditions of such award;

Board

the Board of Directors of the Company from time to time;

BVI the British Virgin Islands;

BVI FSC the British Virgin Islands Financial Services Commission;

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Financial Statements

CAC

Client Acquisition Cost. see definition set out in the section entitled “Client Acquisition Cost (CAC)” of this Annual

Report, on page 21;

CFD contract for difference;

CIF a Cyprus Investment Firm;

Code of Business the Group’s Code of Business Conduct and Ethics from time to time;

Company iFOREX Financial Trading Holdings Ltd., non-cellular company limited by shares and incorporated in Guernsey with

company number 75570;

CRM customer relationship management;

CRS the Common Reporting Standard developed by the Organisation for Economic Co-operation and Development;

CySEC the Cyprus Securities and Exchange Commission;

Directors the directors of the Company from time to time;

DTRs the Disclosure Guidance and Transparency Rules sourcebook published by the FCA from time to time;

EBITDA earnings before interest, tax, depreciation and amortisation;

ETF exchange traded fund;

EEA the European Economic Area;

EMERP the Group’s Electronic Marketing Enterprise Resource Planning platform;

Encouragement Law the Law for the Encouragement of Capital Investments, 1959 of Israel, as amended;

ESMA the European Securities and Markets Authority;

EU the European Union;

FATCA the Foreign Account Tax Compliance Act of the United States;

FCA the Financial Conduct Authority of the UK;

FIH Formula Investment House Ltd., an indirect subsidiary of the Company incorporated and registered in the British

Virgin Islands;

Founder Mr. Eyal Carmon;

FRC the UK Financial Reporting Council;

FSMA the Financial Services and Markets Act 2000 of the UK, as amended;

FX foreign exchange;

FY 2023 the financial year ended 31 December 2023;

FY 2024 the financial year ended 31 December 2024;

FY 2025 the financial year ended 31 December 2025;

FY 2026 the financial year ending 31 December 2026;

G&A administrative and general expenses;

GEO generative engine optimisation;

Group the Company and its subsidiary undertakings from time to time;

H1 202x the first half of FY 202x;

IASB the International Accounting Standards Board;

IBI IBI Trust Management;

iCFD iCFD Ltd., an indirect subsidiary of the Company incorporated and registered in Cyprus;

IFF I For Fintech Ltd., an indirect subsidiary of the Company incorporated and registered in Israel;

Additional Information continued

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Financial Statements

IFH iFOREX Holding Ltd., the direct subsidiary of the Company incorporated and registered in the BVI;

IFRS the International Financial Reporting Standards as issued by the IASB;

IPO the Company’s initial public offering on the London Stock Exchange on 25 February 2026;

IT information technology;

ITA the Israeli Tax Authority;

Keren Hishtalmut the saving arrangement common in contracts of employment in Israel whereby after either a three or six year period

the amounts accumulated in the relevant savings fund contributed by the employer and employee over the saving

period may be released to the employee, such monies being tax exempt;

KFGK Kost Forer Gabbay and Kasierer, a member of EY Global;

KPI key performance indicator;

KYC “know your client”;

London Stock

Exchange or LSE

London Stock Exchange plc;

LSEG London Stock Exchange Group;

MiFID II the EU Directive 2014/65/EU on markets in financial instruments, as amended;

MiFID III the EU Directive 2024/790/EU amending EU Directive 2014/65/EU on markets in financial instruments;

New Client a client who has deposited real money into his or her own account for the first time in the relevant financial period;

NIS New Israeli Shekel, the lawful currency of Israel;

OECD the Organisation for Economic Co-operation and Development;

Official List the Official List of the FCA;

ORM online reputation management;

PDMR a person discharging managerial responsibilities;

Phantom Awards phantom awards granted by FIH to certain of its employees and service providers pursuant to a standard form of

phantom award agreement;

Profit Estimate the references to the expected Adjusted EBITDA for FY 2025 in page 107 of the Prospectus, in the paragraph headed

“Current Trading and Outlook” within Part VII “Operating and Financial Review”, which constituted a profit estimate for

the purposes of the UK Listing Rules;

Prospectus the Prospectus published by the Company on 19 February 2026;

PTE Preferred Technological Enterprise as defined in the Encouragement Law;

R&D research and development;

Registration

Document

the registration document of the Company dated 9 May 2025;

SBC share-based compensation;

SCMM Statistical Client Motivation Management;

Senior Management

the first layer of management below Board level, comprised of the individuals listed in the section of this Annual

Report entitled “Senior Management” on page 52, together with the Group’s Company Secretary;

SEO search engine optimisation;

SERP search engine results page;

Share Exchange

Agreement

the share for share exchange agreement entered into on 19 February 2026 between the Company, iFOREX Holding

Ltd. and certain employees, contractors and service providers of the Group, pursuant to which those employees,

contractors and service providers’ beneficial interests in shares in iFOREX Holding Ltd. were exchanged for shares in

the Company which were allotted and issued to IBI to hold on their behalf, on and with effect from Admission;

Additional Information continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025 103

Financial Statements

SID the Senior Independent Director of the Company;

System uptime

see definition set out in the section entitled “System uptime” of this Annual Report, on page 21;

TCFD the Task Force on Climate-related Financial Disclosures;

Trading Platform the Group’s proprietary online and mobile CFD trading platform;

UK the United Kingdom of Great Britain and Northern Ireland;

UK Corporate

Governance Code

the UK Corporate Governance Code published by the FRC, a copy of which is available at www.frc.org.uk;

UKLRs the UK Listing Rules of the FCA made under Part VI of FSMA;

UK Market Abuse

Regulation

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse

(market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and

Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and the delegated acts, implementing acts and

technical standards thereunder, as such legislation forms part of retained EU law as defined in the European Union

(Withdrawal) Act 2018 of the UK;

US or USA or United

States

the United States of America, its territories and possessions, any state or political sub-division of the United States of

America, the District of Columbia and all other areas subject to the jurisdiction of the United States of America;

USD United States Dollars, the lawful currency of the United States;

War the “Swords of Iron” war declared by the Government of Israel following a surprise attack by the Hamas terrorist

organisation from the Gaza Strip on 7 October 2023; and

Whistleblowing Policy the Group’s whistleblowing policy from time to time.

Additional Information continued

IFOREX Financial Trading Holdings Ltd. Annual Report and Accounts 2025104

Financial Statements