NOTE 4:
DISCONTINUED OPERATION
On
August 27, 2024, the Company’s Board of Directors approved the sale of ILSB, the Company’s brokerage segment incorporated in Israel.
On August 29, 2024 (“Sale Date”), the Company entered into a share sale agreement with the following key terms:
| ● | Consideration:
$4,450 plus ILSB’s equity value at month-end preceding closing. Total consideration at closing was $5,265. |
| ● | A
cash amount equal to 15% of the purchase price will be held back for a period of 12 months following the closing date to secure the indemnification
and other payment obligations of the Company. |
| ● | Closing
deadline: Within 3 months from Sale Date (November 29, 2024) |
In
accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, revenues and expenses less income taxes
that are attributable to the subsidiary are presented in the statement of comprehensive income, for all reported periods in the “Net income from discontinued operations” section.
Transaction
cost related to the sale transaction amounts to $104.
| b. | Composition of the discontinued operation: |
| | |
Eleven
(11) months ended
November 30, | | |
Year
ended
December 31, | |
| | |
2024 | | |
2023 | |
| | |
| | |
| |
| Revenue from
brokerage fees | |
$ | 4,456 | | |
$ | 4,913 | |
| Sales and marketing | |
| (4 | ) | |
| (130 | ) |
| General
and administrative | |
| (4,309 | ) | |
| (4,209 | ) |
| Income
from operations | |
| 143 | | |
| 574 | |
| Financial
expenses, net | |
| (77 | ) | |
| (59 | ) |
| Income
(loss) before tax from discontinued operation | |
| 66 | | |
| 515 | |
| Tax
(expenses) income | |
| 39 | | |
| (225 | ) |
| Net
income (loss) from discontinued operation | |
$ | 105 | | |
$ | 290 | |
| c. | Cashflow deriving from discontinued operation is as follows: |
| | |
Eleven (11) months ended
November 30, | | |
Year ended
December 31, | |
| | |
2024 | | |
2023 | |
| Net cash provided by (used in) operating activities | |
$ | (234 | ) | |
| 709 | |
| Net cash used in investing activities | |
$ | (1 | ) | |
| (9 | ) |
| Net cash used in financing activities | |
$ | (80 | ) | |
| (83 | ) |
| Net Cashflow | |
$ | (315 | ) | |
| 617 | |
| | |
November
30,
2024 | |
| | |
| |
| Total consideration
(*) | |
$ | 5,265 | |
| Net assets
of discontinued operations | |
| 3,764 | |
| Reclassification
of translation differences | |
| 356 | |
| Gain
from sale of discontinued operations | |
$ | 1,145 | |
| (*) | As of December 31, 2025 and 2024, the consideration is recorded as receivable from sale of subsidiary. The cash consideration of $4,423 was received during January 2025, while the 15% holdback in escrow was scheduled to be received after 12 months from the closing date. The escrow amount of $808 was released in January 2026. |
|