Half-year Financial Report
Summary by AI BETAClose X
iFOREX Financial Trading Holdings Ltd.
(trading as "iFOREX")
("iFOREX", the "Company" or the "Group")
Half Year Results for the six months ended 30 June 2026
Strategic progress amid challenging market conditions
iFOREX (LSE: IFRX), a leading fintech business with a proprietary online and mobile trading platform for multi-asset contracts for difference ("CFD"), today announces its unaudited interim results for the six months ended 30 June 2026 ("H1 2026").
Financial Highlights
The Group continued to advance its strategic initiatives during H1 2026 while financial performance reflects the previously announced FX headwinds and higher client liabilities at the period end as well as non-recurring IPO costs.
|
|
H1 26 |
H1 25 |
Change |
|
|
$m |
$m |
|
|
Revenue |
26.9 |
27.6 |
(2.2%) |
|
Adjusted EBITDA [1] |
1.4 |
5.4 |
(74.1%) |
|
Adjusted EBITDA margin |
5.2% |
19.6% |
|
|
Adjusted (loss)/ profit before tax |
(1.9) |
3.3 |
(158%) |
|
Reported (loss) / profit before tax |
(2.4) |
1.7 |
(308%) |
|
Net cash[2] |
11.8 |
8.1 |
45.7% |
|
Dividend declared per share ($) |
Nil |
Nil |
- |
[1] Adjusted EBITDA is calculated as (loss)/profit from operations before interest, taxes, depreciation and amortisation and excluding the impact of share-based payment charges and other exceptional costs.
[2] Net cash excluding IFRS 16 leases.
· Group revenue of $26.9m, down 2.2% (H1 2025: $27.6m), reflecting resilient client activity despite lower market volatility in the Group's core instruments
· Adjusted EBITDA of $1.4m, down 74.1% (H1 2025: $5.4 million), impacted by:
· approximately $1.8m of additional costs arising from the exceptional strengthening of the Israeli Shekel against the US Dollar;
· $2.4m of IPO and non-recurring public company costs; and
· a non-cash accounting adjustment of approximately $1.0m relating to amounts owed to clients which has largely reversed since the period end
· Net cash position of $11.8m on 30 June 2026 (30 June 2025: $8.1m) with no non-lease debt
· No interim dividend declared; the Board will determine the full year payout in accordance with its dividend policy once the full year performance is known at the year end.
Operational and Strategic Highlights
· Admission to trading on the Main Market of the London Stock Exchange in February 2026
· Total trading volume $201.5bn (H1 2025: $234.5bn)
· Total active clients of 21,784, up 8% (H1 2025: 20,212)
· Onboarded 8,161 new clients, up 19% (H1 2025: 6,876)
· Average client acquisition cost reduced by 23% to $533 (H1 2025: $693), reflecting on going investment in marketing efficiency
· Continued investment in proprietary technology, AI capabilities and customer experience, with 44.3% of new clients onboarded without human intervention
· Application formally submitted for a Category 5 license in the UAE, supporting the Group's expansion in the Middle East
· Appointed Daniel Shalom as Chief Operating Officer - leading operational scaling and AI integration
· Launched new websites on iforex.com and iforex.eu
Current Trading and Outlook
· Current trading and outlook remain unchanged from that set out in the update 17 September 2026
· Client activity has remained encouraging in the second half, supported by continued growth in new client acquisition and client deposits.
· To further strengthen operational leverage, an efficiency programme has been initiated, which is expected to reduce operating costs by approximately $0.5 million per month from October 2026 while preserving the Group's ability to invest in its long-term growth strategy.
Itai Sadeh, CEO of iFOREX, commented:
"The first half of 2026 was a landmark period for iFOREX as we began our journey as a London-listed company, and we have since continued to make progress against our strategic priorities. Client acquisition remained strong, we continued to invest in our platform and AI capabilities, and we advanced our plans for geographic expansion.
Our early months as a listed company have been impacted by challenging trading conditions, but the fundamentals that brought us to market remain intact: a proprietary technology platform, a growing client base, a debt-free balance sheet and a clear strategy for growth. We have also been encouraged by trading since the update on 19 August 2026 and remain focused on restoring profitability and delivering sustainable long-term value for shareholders."
Chief Executive Officer's statement
The first half of 2026 was a landmark period for iFOREX. On 25 February 2026 we completed our IPO on the Main Market of the London Stock Exchange, raising £8.75 million ($11.83 million) through the issue of 4,487,179 new shares at 195 pence per share. I thank our new shareholders for their support and our employees for their work and dedication which has brought us here.
Revenue of $26.9 million was 2% below H1 2025, reflecting lower market volatility in the Group's core instruments, although 25% ahead of H2 2025. Adjusted EBITDA was $1.4 million (H1 2025: $5.4 million) and the Group reports a loss for the period of $2.5 million (H1 2025: profit of $1.2 million).
Three factors explain the result. First, the ILS reached its strongest level against the USD since 1993. with a large portion of our costs incurred in ILS, this added approximately $1.8 million to reported costs. On a constant currency basis Adjusted EBITDA would have been $3.2 million. Second, the period carried IPO-related costs of $2.4 million and the first costs of operating as a listed company. Third, as announced on 17 September, a higher liability for amounts owed to clients at the period end resulted in a non-cash charge of approximately $1.0 million, which has largely reversed since.
Client metrics
Client metrics moved in the right direction. New client onboarding rose 19% and active clients 8% against H1 2025, while ARPU fell 9%, reflecting lower market volatility in our core instruments. Against H2 2025, all three improved, by 22%, 9% and 17% respectively. Our acquisition engine is working, converting that into revenue depends largely on market conditions, as clients trade less when markets are subdued, a factor we do not control, and on cost discipline, which we do.
Strategic progress
We continued to execute the strategy set out at IPO. We submitted our application for a Category 5 licence in the UAE, a significant step in broadening our presence in the Middle East. We appointed Daniel Shalom as Chief Operating Officer to lead operational scaling and the integration of AI across the business, and we launched new websites on iforex.com and iforex.eu. We also continued to add new and exciting trading products, including CFDs based on the price of the SpaceX stock.
Current trading and outlook
Current trading and outlook remain unchanged from the update issued on 17 September 2026. Client activity has remained encouraging in the second half, supported by continued growth in new client acquisition and client deposits. We have also initiated an efficiency programme to reduce operating costs from October while preserving our ability to invest in the Group's long-term growth strategy.
The Group had net cash of $11.8 million and no debt at 30 June 2026. At 16 September 2026 net cash was approximately $6.3 million, of which approximately $4 million is held to meet regulatory requirements - update to latest practicable date. The Board has not declared an interim dividend and will review distributions at the full year in line with its dividend policy.
The first months as a listed company have tested us. The fundamentals that brought us to market - a proprietary platform, a growing client base and a debt-free balance sheet - are intact, and our focus is on restoring profitability. We intend to do that by focusing on what brought us to this stage - providing clients with an advanced trading platform, offering exciting tools, features and excellent customer service, expanding to new markets and gaining additional regulatory licenses, maintaining a healthy cost structure and harnessing the power of new technologies and AI to offer a unique user experience and improve efficiencies.
Itai Sadeh
Chief Executive Officer
24 September 2026
Financial review
Summary
|
U.S. dollars in thousands |
H1 2026 |
H1 2025 |
Change |
|
Revenue |
26,947 |
27,563 |
(2%) |
|
Selling and marketing expenses |
(22,604) |
(21,338) |
+6% |
|
Administrative and general expenses |
(7,235) |
(5,805) |
+25% |
|
Operating (loss)/profit |
(2,892) |
420 |
|
|
Adjusted EBITDA |
1,395 |
5,379 |
(74%) |
|
Net finance income |
493 |
1,284 |
(62%) |
|
(Loss)/profit before tax |
(2,399) |
1,704 |
|
|
(Loss)/profit for the period |
(2,451) |
1,232 |
|
|
Basic and diluted (loss)/earnings per share ($) |
(0.12) |
0.02 |
|
|
Cash and cash equivalents (comparative: 31 Dec 2025) |
11,839 |
6,205 |
91% |
|
Total equity (comparative: 31 Dec 2025) |
18,035 |
10,342 |
74% |
Revenue
Revenue was $26.9 million (H1 2025: $27.6 million), a decrease of 2%. Net gains realised on trading rose 1% to $21.5 million (H1 2025: $21.2 million), while net gains on open positions fell 14% to $5.4 million (H1 2025: $6.3 million), reflecting a lower level of client open positions at the period end and reduced volatility in the Group's core instruments. Revenue was 25% above H2 2025 ($21.5 million), driven by elevated client activity across the Group's core markets.
Operating expenses
Selling and marketing expenses rose 6% to $22.6 million (H1 2025: $21.3 million), representing 84% of revenue (H1 2025: 77%). The increase reflects the translation effect of the stronger ILS on ILS-denominated costs and continued investment in client acquisition, which delivered the 19% rise in new clients.
Administrative and general expenses rose 25% to $7.2 million (H1 2025: $5.8 million), reflecting the costs of operating as a listed company, the translation effect of the stronger ILS, IPO-related costs of $2.4 million and the period-end client liability charge of approximately $1.0 million. Share-based payment charges included in operating expenses were $1.5 million (H1 2025: $2.1 million).
The Group reported an operating loss of $2.9 million (H1 2025: operating profit of $0.4 million).
Adjusted EBITDA
Adjusted EBITDA, which the Board uses as its principal measure of underlying performance, was $1.4 million (H1 2025: $5.4 million). On a constant currency basis Adjusted EBITDA would have been $3.2 million. Consistent with the Prospectus, Adjusted EBITDA is calculated as profit from operations before interest, taxes, depreciation and amortisation and excluding the impact of share-based payment charges and other exceptional costs. The reconciliation to operating (loss)/profit is set out below.
|
U.S. dollars in thousands |
H1 2026 |
H1 2025 |
|
Operating (loss)/profit |
(2,892) |
420 |
|
Depreciation and amortisation |
392 |
344 |
|
Share-based payment charge |
1,486 |
2,110 |
|
IPO-related and other non-recurring costs |
2,408 |
2,505 |
|
Adjusted EBITDA |
1,395 |
5,379 |
Finance income and taxation
Net finance income was $0.5 million (H1 2025: $1.3 million). Net foreign exchange gains reduced to $0.5 million (H1 2025: $1.5 million), while interest income rose to $0.1 million following receipt of the IPO proceeds. Bank charges fell to $0.07 million (H1 2025: $0.17 million). The tax charge was $0.05 million (H1 2025: $0.5 million).
Result for the period
Loss before tax was $2.4 million (H1 2025: profit of $1.7 million) and the loss for the period was $2.5 million (H1 2025: profit of $1.2 million), of which $2.2 million was attributable to owners of the parent. Basic and diluted loss per share was $0.12 (H1 2025: earnings of $0.02), based on a weighted average of 18.1 million shares.
Cash flow
Net cash used in operating activities was $2.1 million (H1 2025: inflow of $4.0 million), including a $3.5 million increase in trade and other receivables, principally balances held with liquidity providers and payment service providers. Net proceeds from the IPO were $10.45 million, after related expenses of $1.38 million. After an adverse exchange rate effect of $1.2 million, cash and cash equivalents net of overdrafts rose by $5.6 million to $11.8 million.
Financial position
The Group had cash and cash equivalents of $11.8 million at 30 June 2026 (31 December 2025: $6.2 million) and no borrowings other than lease liabilities of $1.5 million. Total equity increased to $18.0 million (31 December 2025: $10.3 million).
On Admission the Company acquired the non-controlling interest in iFOREX Holding Ltd. through the issue of 4,629,000 shares with a fair value of $12.2 million. From that date all of the Group's earnings are attributable to shareholders of the Company.
Client funds held in segregated accounts, which are not included in the statement of financial position, were $9.7 million (31 December 2025: $10.3 million).
Dividend
The final dividend for 2025 of $0.055 per share, totaling $1.2 million, was approved by shareholders on 18 June 2026 and paid on 24 July 2026. The Board has not declared an interim dividend in respect of the six months ended 30 June 2026.
Shirley Winkler Hollander
Chief Financial Officer
|
iFOREX Financial Trading Holdings Ltd. |
|||||
|
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
|||||
|
U.S. Dollars in thousands |
|||||
|
|
|
|
As at 30 June, |
|
As at 31 December, |
|
|
|
|
2026 |
|
2025 |
|
|
Note |
|
Unaudited |
|
Audited |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
Trade and other receivables |
|
|
11,183 |
|
7,378 |
|
Cash and cash equivalents |
|
|
11,839 |
|
6,205 |
|
Total current assets |
|
|
23,022 |
|
13,583 |
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS: |
|
|
|
|
|
|
Deferred income taxes |
|
|
543 |
|
455 |
|
Property, plant and equipment |
|
|
287 |
|
435 |
|
Right of use assets |
|
|
1,294 |
|
1,406 |
|
Total non-current assets
|
|
|
2,124 |
|
2,296 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
25,146 |
|
15,879 |
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
Bank overdrafts |
|
|
34 |
|
45 |
|
Lease liabilities |
|
|
317 |
|
353 |
|
Trade and other payables |
|
|
5,573 |
|
3,918 |
|
|
|
|
5,924 |
|
4,316 |
|
NON-CURRENT LIABILITIES: |
|
|
|
|
|
|
Lease liabilities |
|
|
1,187 |
|
1,221 |
|
|
|
|
1,187 |
|
1,221 |
|
|
|
|
|
|
|
|
EQUITY: |
|
|
|
|
|
|
Share capital |
7 |
|
22,625 |
|
(*) |
|
Reserve for transactions with non-controlling interests |
|
|
(7,981) |
|
571 |
|
Reserve for stock based compensation |
|
|
1,043 |
|
- |
|
Translation reserve |
|
|
(587) |
|
(91) |
|
Retained earnings |
|
|
2,935 |
|
6,374 |
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT |
|
|
18,035 |
|
6,854 |
|
Non-controlling interests |
|
|
- |
|
3,488 |
|
Total equity |
|
|
18,035 |
|
10,342 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
|
25,146 |
|
15,879 |
|
|
|
|
|
|
|
(*) Less than 1 thousand USD.
|
Date of approval of the consolidated interim financial statements |
|
Itai Sadeh Chief Executive Officer and Director |
|
Shirley Winkler Hollander Chief Financial Officer and Director |
|
iFOREX Financial Trading Holdings Ltd. |
|||||
|
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
|||||
|
U.S. Dollars in thousands |
|||||
|
|
|
|
Six months ended 30 June, |
||
|
|
|
|
2026 |
|
2025 |
|
|
Note |
|
|
Unaudited |
|
|
Revenue |
3 |
|
26,947 |
|
27,563 |
|
Selling and Marketing expenses |
|
|
(22,604) |
|
(21,338) |
|
Administrative and general expenses |
|
|
(7,235) |
|
(5,805) |
|
Profit (loss) from operations
|
|
|
(2,892) |
|
420 |
|
Finance Income |
|
|
617 |
|
1,506 |
|
Finance Expenses |
|
|
(124) |
|
(222) |
|
Finance Income, net |
4 |
|
493 |
|
1,284 |
|
Profit (loss) before tax |
|
|
(2,399) |
|
1,704 |
|
Taxes on income |
|
|
(52) |
|
(472) |
|
Profit (loss) for the period |
|
|
(2,451) |
|
1,232 |
|
Other comprehensive income that may be reclassified to profit or loss in subsequent periods: |
|
|
|
|
|
|
(Loss)/ gain on foreign currency translation |
|
|
(553) |
|
459 |
|
Total comprehensive income (loss) |
|
|
(3,004) |
|
1,691 |
|
Profit (loss) for the period attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
|
(2,201) |
|
230 |
|
Non-controlling interests |
|
|
(250) |
|
1,002 |
|
|
|
|
(2,451) |
|
1,232 |
|
Comprehensive income for the period attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
|
(2,697) |
|
446 |
|
Non-controlling interests |
|
|
(307) |
|
1,245 |
|
|
|
|
(3,004) |
|
1,691 |
|
Earnings per share attributable to the parent (Earnings per share are presented in whole U.S. dollars (not in thousands): |
5 |
|
|
|
|
|
Basic and diluted ($) |
|
|
(0.12) |
|
0.02 |
|
|
||||||||||
|
U.S. Dollars in thousands |
|
||||||||||
|
|
Share capital |
Reserve for transactions with non- |
Reserve for stock-based compensation |
Translation reserve |
Retained earnings |
Total |
Non- interest |
Total equity |
|||
|
Balance at 1 January 2026 (audited) |
(*) |
571 |
- |
(91) |
6,374 |
6,854 |
3,488 |
10,342 |
|||
|
Comprehensive Income for the period |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Profit (loss) for the period |
- |
- |
- |
- |
(2,201) |
(2,201) |
(250) |
(2,451) |
|||
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|||
|
Gain (loss) on foreign currency translation |
- |
- |
- |
(496) |
- |
(496) |
(57) |
(553) |
|||
|
Total Comprehensive Income for the period |
- |
- |
- |
(496) |
(2,201) |
(2,697) |
(307) |
(3,004) |
|||
|
Dividends (Note 8) |
- |
- |
- |
- |
(1,238) |
(1,238) |
- |
(1,238) |
|||
|
Proceeds from initial public offering, net of costs |
10,448 |
- |
- |
- |
- |
10,448 |
- |
10,448 |
|||
|
Share based payment charge of subsidiary |
- |
307 |
- |
- |
- |
307 |
137 |
444 |
|||
|
Share based payment |
- |
- |
1,043 |
- |
-- |
1,043 |
- |
1,043 |
|||
|
Acquisition of non-controlling interest through issuance of shares (see Note 1) |
12,177 |
(8,859) |
- |
- |
- |
3,318 |
(3,318) |
- |
|||
|
Balance at 30 June 2026 (unaudited) |
22,625 |
(7,981) |
1,043 |
(587) |
2,935 |
18,035 |
- |
18,035 |
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Balance at 1 January 2025 (audited) |
(*) |
(1,630) |
- |
385 |
8,370 |
7,125 |
2,924 |
10,049 |
|||
|
Comprehensive Income for the period |
|
|
|
|
|
|
|
|
|||
|
Profit (loss) for the period |
- |
- |
- |
- |
230 |
230 |
1,002 |
1,232 |
|||
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|||
|
Loss on foreign currency translation |
- |
- |
- |
216 |
- |
216 |
243 |
459 |
|||
|
Total Comprehensive Income for the period |
- |
- |
- |
216 |
230 |
446 |
1,245 |
1,691 |
|||
|
Share based payment charge of subsidiary |
- |
1,630 |
- |
- |
- |
1,630 |
480 |
2,110 |
|||
|
Transactions with owners of the Company Issuance of restricted shares by subsidiary |
- |
(369) |
- |
- |
- |
(369) |
369 |
- |
|||
|
Balance at 30 June 2025 (unaudited) |
- |
(369) |
- |
601 |
8,600 |
8,832 |
5,018 |
13,850 |
|||
|
|
|
|
|
|
|
|
|
|
|||
|
(*) less than 1 thousand |
|
|
|
|
|
|
|
|
|||
|
|||||
|
U.S. Dollars in thousands |
|||||
|
|
Six months ended June 30, |
|
|||
|
|
2026 |
2025 |
|
||
|
|
Unaudited |
|
|||
|
|
|
|
|
||
|
Cash flows from operating activities |
|
|
|
||
|
Profit (loss) for the period |
(2,451) |
1,232 |
|
||
|
Adjustments required to reflect the cash flows from operating activities: |
|
|
|
||
|
Depreciation of property, plant, and equipment and amortisation of right of use assets |
392 |
344 |
|
||
|
Share based payment charge |
1,486 |
2,110 |
|
||
|
Finance income |
(617) |
(1,506) (*) |
|
||
|
Finance expense |
124 |
222 (*) |
|
||
|
Income tax expense |
52 |
472 |
|
||
|
Net cash generated from (used in) operating activities before changes in working capital |
(1,014) |
2,874 |
|
||
|
|
|
|
|
||
|
(Increase)/ decrease in trade and other receivables |
(3,476) |
573 |
|
||
|
Increase/ (decrease) in trade and other payables |
2,893 |
1,255 |
|
||
|
Cash generated from (used in) operations |
(1,597) |
4,702 |
|
||
|
Tax paid |
(471) |
(704) |
|
||
|
Net cash flows received from (used in) operating activities |
(2,068) |
3,998 |
|
||
|
|
|
|
|
||
|
Cash flows from investing activities |
|
|
|
||
|
Purchase of property, plant and equipment |
(36) |
(165) |
|
||
|
Interest received |
121 |
25 |
|
||
|
Net cash (used)/received from investing activities |
85 |
(140) |
|
||
|
Cash flows from financing activities |
|
|
|
||
|
Payments of leases liabilities |
(230) |
(228) |
|
||
|
Interest paid |
(124) |
(222) (*) |
|
||
|
Dividends paid |
(1,238) |
(5,932) |
|
||
|
Proceeds from initial public offering, net of underwriting discounts, commissions and other issuance costs |
10,448 |
- |
|
||
|
Net cash received from (used in) financing activities |
8,856 |
(6,382) |
|
||
|
|
|
|
|
||
|
Net increase/ (decrease) in cash and cash equivalents |
6,873 |
(2,524) |
|
||
|
Effect of foreign exchange rate changes |
(1,228) |
2,072 |
|
||
|
Cash and cash equivalents at beginning of the period |
6,160 |
8,570 |
|
||
|
Cash and cash equivalents at end of period |
11,805 |
8,118 |
|
||
Significant non-cash transactions:
|
Acquisition of non-controlling interests through issuance of shares |
12,177 |
- |
Cash and cash equivalents are defined as:
|
Cash at bank and in hand |
11,839 |
8,156 |
|
Bank overdrafts |
(34) |
(38) |
|
|
11,805 |
8,118 |
(*) Reclassified
|
iFOREX Financial Trading Holdings Ltd. |
|
NOTES TO CONDENSED CONSOLIDATED 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 hundreds of financial instruments comprising currencies, commodities, indices, cryptocurrencies, stocks and exchange traded funds.
On 25 February 2026 ("Admission Date"), the Company successfully completed its initial public offering ("IPO") 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 IPO resulted in a capital raise of £8.75 million ($11.81 million), offering of 4,487,179 new Shares at 195 pence per share.
The net proceeds received (after deduction of related expenses of $1.02 million) amounted to $10.45 million.
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. Acquisition of non-controlling interest was through the issuance of 4,629,000 shares, with a fair value of $12,177, and a capital reserve of $8,859.
Immediately following the admission Date, Mr. Eyal Carmon holds 13,070,400 shares of the Company (58.9%).
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.
b. Effects of the Security Situation in the Middle East
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 -ACCOUNTING POLICIES
a. Basis of preparation
The condensed consolidated interim financial statements for the six-month period ended 30 June 2026 have been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as issued by the International Accounting Standards Board (IASB). The condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes for the year ended 31 December 2025, which were prepared in accordance with International Financial Reporting Standards as issued by the IASB.
The accounting policies applied in the preparation of the condensed consolidated interim financial statements are consistent with those applied in the preparation of the annual consolidated financial statements for the year ended 31 December 2025.
b. Going concern
The Group has continued to trade throughout the interim financial 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 September 2027 using cash flow forecasts prepared from 1 July 2026. With the continued current trading results together with the 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 interim financial statements.
Furthermore, there are no material uncertainties that may cast significant doubt upon the Group to continue as a going concern. Therefore, the consolidated interim financial statements are prepared on a going-concern basis.
NOTE 3 - REVENUE
No single customer makes up 10% or more of revenue in any period. The Group generates revenue primarily from online trading on CFDs through its internally developed platform.
|
|
Six months ended 30 June |
|
|
|
2026 |
2025 |
|
|
Unaudited |
|
|
Net gain realised on trading |
21,520 |
21,247 |
|
Net gains on open positions of financial assets at fair value through profit or loss |
5,427 |
6,316 |
|
Revenue |
26,947 |
27,563 |
NOTE 4 - NET FINANCE INCOME AND EXPENSE
|
|
Six months ended 30 June |
|
|
|
2026 |
2025 |
|
|
Unaudited |
|
|
Finance Income |
|
|
|
Interest income |
114 |
25 |
|
Interest from deposit |
7 |
- |
|
Net foreign exchange gain |
496 |
1,481 |
|
|
617 |
1,506 |
|
Finance Expenses |
|
|
|
Interest expense on lease liabilities |
(56) |
(51) |
|
Bank charges |
(68) |
(171) |
|
|
(124) |
(222) |
|
Finance income, net |
493 |
1,284 |
NOTE 5 - 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.
|
|
Six months ended 30 June |
|
|
|
2026 |
2025 |
|
|
Unaudited |
|
|
Profit (loss) used in calculating basic and diluted EPS ($'000) |
(2,201) |
230 |
|
Weighted average number of shares |
18,117,679 |
13,070,400 |
|
Earnings (loss) per share - basic and diluted ($) |
(0.12) |
0.02 |
For the purpose of computing diluted loss per share, the following securities that have not yet vested have not been considered since their conversion decreases the loss per share (anti-dilutive effect):
2,186,100 Restricted shares
1,273,552 options
NOTE 6 - 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, clients' 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 30 June 2026 |
|
As at 31 December 2025 |
|
|
Unaudited |
|
Audited |
|
EUR |
6,823 |
|
6,144 |
|
GBP |
65 |
|
66 |
|
PLN |
569 |
|
491 |
|
USD |
1,329 |
|
1,740 |
|
CHF |
148 |
|
151 |
|
CZK |
38 |
|
39 |
|
JPY |
251 |
|
79 |
|
HUF |
465 |
|
451 |
|
SEK |
4 |
|
5 |
|
|
9,692 |
|
10,314 |
NOTE 7 - SHARE CAPITAL
iForex Holding Ltd. A subsidiary of the Company, adopted the 2024 Share Incentive Plan (the "2024 Plan") in 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 was amended so that it was adopted by the Company and, following Admission, the grant of the options and restricted shares are in respect of Shares in the Company.
Following the IPO, the Group granted 296,800 restricted shares (fair value total to $817 thousand), over ordinary shares to CEO, CFO and other employees. The exercise period ends on the 10th anniversary of the date of grant. The award shall vest under twenty-five percent (25%) of the award, on each anniversary of the vesting commencement date. The voting rights and dividend rights are identical to those of the restricted shares issued in 2024.
On 25 February 2026 ("Admission Date"), the Company successfully completed its initial public offering ("IPO") 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 IPO 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. Acquisition of non-controlling interest was through issuance of 4,629,000 shares, with a fair value of $12,177 and capital reserve of $8,782.
Immediately following the admission Date, Mr. Eyal Carmon holds 13,070,400 shares of the Company (58.9%).
Changes in the number of shares authorized and shares issued
|
|
Authorized |
Issued and fully paid |
|
Balance at 1 January 2026 |
100 |
100 |
|
Issuance upon share-for-share agreement with controlling shareholder |
- |
13,070,400 |
|
Issuance of shares upon IPO |
NA |
4,487,179 |
|
Issuance of restricted shares |
- |
296,800 |
|
Issuance upon acquisition of non-controlling interests (share-for-share exchange, 14 for 1) |
- |
4,629,000 |
|
Balance at 30 June 2026 |
NA |
22,483,479 |
Restricted share awards
|
|
Number of shares |
WA grant-date fair value (USD) |
|
Unvested at 1 January 2026 |
1,889,300 |
4.49 |
|
Granted during the period (*) |
296,800 |
2.75 |
|
Vested during the period |
- |
- |
|
Forfeited / cancelled during the period |
- |
- |
|
Unvested at 30 June 2026 |
2,186,100 |
4.25 |
(*) The exercise period ends on the 10th anniversary of the date of grant. The award shall vest under twenty-five percent (25%) of the award, on each anniversary of the vesting commencement date,
The dividend rights are identical to those of the Ordinary shares of the Company
Share options
Options granted before the Admission Date were originally granted over shares of iFOREX Holding Ltd. and were replaced by options over Ordinary Shares of the Company under the share-for-share exchange (14 Ordinary Shares for each 1 share in IFH). 977,900 options (post-exchange units) over shares of IFH were outstanding at 1 January 2026 and were replaced in the exchange.
|
|
Number of options |
WA exercise price (USD) |
|
Outstanding at 1 January 2026 |
- |
- |
|
Issued in exchange for options over shares of the subsidiary (25 February 2026) |
977,900 |
0.00 |
|
Granted during the period |
295,652 |
- |
|
Exercised during the period |
- |
- |
|
Forfeited / expired during the period |
- |
- |
|
Outstanding at 30 June 2026 |
1,273,552 |
0.00 |
|
Of which: exercisable at 30 June 2026 |
479,500 |
0.00 |
The weighted average fair value of options granted during the six month period ended 30 June, 2026 was 0.66.
NOTE 8 - DIVIDEND
On 30 April 2026 the Company announced (RNS Number 5612C) a final dividend of USD 0.055 per share in respect of the financial year ended 31 December 2025 (the "Dividend"), with an ex-dividend date of 14 May 2026, a record date of 15 May 2026 and a pay date of 12 June 2026.
In light of the timing of the Company's Annual General Meeting ("AGM"), at which shareholders were asked to approve the Dividend, the timetable for the Dividend was amended, subject to the Dividend being approved at the AGM held on 18 June 2026, as follows:
|
Ex-Dividend Date |
25 June 2026 |
|
Record Date |
26 June 2026 |
|
Pay Date |
24 July 2026 |
The Dividend was approved by the shareholders at the AGM held on 18 June 2026 and has accordingly been recognized as a distribution to the owners of the Company of $1,238 thousand in the six months ended 30 June 2026 (see the condensed consolidated statement of changes in equity). The Dividend was settled on 24 July 2026.
Dividends of $5,932 thousand were paid during the six months ended 30 June 2025.
No further dividends were declared or proposed by the Company in respect of the six months ended 30 June 2026.
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