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FOR THE YEAR ENDED 31 DECEMBER 2024
ANNUAL REPORT
AND ACCOUNTS
ANNUAL REPORT & ACCOUNTS 2024
2
CONTENTS
STRATEGIC REPORT
Highlights
3
Chairman’s Statement
4
Business Model
5
Strategy
6
Chief Executive Oﬃcer’s Review
7
Stakeholder Engagement
10
Chief Financial Oﬃcer’s Review
12
Key Performance Indicators
14
Sustainability Review
15
TCFD Report
17
Risk Management
22
CORPORATE GOVERNANCE
Directors’ Biographies
25
Corporate Governance Report
29
Audit Committee Report
36
Directors’ Remuneration Report
39
Directors’ Report
58
FINANCIAL STATEMENTS
Independent Auditor’s Report
62
Consolidated Financial Statements
66
Notes to the Consolidated Financial Statements
71
Other Alternative Measures
107
Company Information
108
ANNUAL REPORT & ACCOUNTS 2024
3
STRATEGIC REPORT
Strong balance sheet with
$31.6m
in cash and short-term investments
Eco-med activities, which are non-core, readied for sale, with
operations
streamlined
, including halving the workforce, to
signiﬁcantly reduce costs
REVENUE
(1)
$117.3m
(2023: $116.7m)
ADJ. EBITDA
(1)(2)
$8.1m
(2023: $9.9m)
MAJOR MILESTONE ACHIEVED WITH STRATEGIC PARTNERSHIP WITH A SIGNIFICANT
GLOBAL TECHNOLOGY, ENGINEERING AND DEFENCE GROUP TO
DISTRIBUTE BATM'S
QKD-READY CYBERSECURITY SOLUTION
TO GLOBAL COMMERCIAL MARKET
Increase in total revenue achieved, with strong growth in the Cyber and Diagnostics
divisions oﬀsetting lower revenues in the Networking division
IMPLEMENTED SUBSTANTIAL
OPERATIONAL CHANGES
– AT
A GROUP LEVEL AND WITHIN THE
DIVISIONS – TO ALIGN THE BUSINESS
WITH THE STRATEGIC VISION
CONTINUED
EXPLORING POTENTIAL
OPPORTUNITIES
TO ADD CAPABILITY TO
CORE ACTIVITIES THROUGH M&A AND
TO DIVEST NON-CORE BUSINESSES
(1) Results for the Group's continuing operations
(2) Adjusted to exclude amortisation and impairments of intangible assets and non-cash share-based payments
Highlights
ANNUAL REPORT & ACCOUNTS 2024
4
STRATEGIC REPORT
I am proud of the progress we made in 2024, despite a
challenging macroeconomic environment. We took signiﬁcant
steps in aligning our business with the refreshed strategic
vision introduced in June 2023, achieving key operational
milestones across our core divisions. While our Networking
division faced ongoing challenges in the telecommunications
industry, strong growth in our Cyber and Diagnostics
divisions contributed to an overall increase in total revenue.
Our strategy is to build a high-tech enterprise specialising
in
cybersecurity,
telecommunication
networking
and
medical diagnostics. By leveraging synergies across these
areas, we strengthened our business model. In late 2023,
we began establishing Group-wide corporate functions,
which accelerated in 2024 with the appointment of a Chief
Operating Oﬃcer, Chief Marketing Oﬃcer and Head of
Diagnostics Division. We also emphasised cross-selling
opportunities, culminating in our ﬁrst joint conference under
the BATM brand, successfully integrating our networking and
cyber expertise.
At BATM, we recognise that our people are our greatest
asset. Fostering an enterprise culture is vital to our success,
and
throughout
2024,
we
enhanced
communication,
collaboration and team connectivity — an initiative we plan
to expand signiﬁcantly in 2025.
To
reinforce
our
core
divisions,
we
implemented
a
management
reorganisation
and
a
new
go-to-market
strategy in both Networking and Diagnostics, alongside an
expansion of the Networking division's sales team. Though
early, these initiatives are already yielding positive results.
We continue to explore M&A opportunities as a key avenue
for accelerating growth and look forward to sharing further
developments in due course. Simultaneously, we focused
on divesting non-core businesses. This led to an agreement,
post year-end, to sell our entire shareholding in Progenetics
Ltd. We also prepared our eco-med operation for sale,
with a contingency plan to close the business if a sale does
not materialise in 2025. These divestments enable us to
concentrate resources on high-growth areas.
One of our most signiﬁcant commercial achievements was
advancing our Cyber division's cutting-edge encryption
platform toward entry into the commercial markets. This
long-standing strategic goal expands our addressable market
considerably. In 2024, we secured a distribution agreement
with a strategic partner and developed a customised
version of the platform, with the ﬁrst units set for delivery
in the ﬁrst half of the current year. Notably, our encryption
platform is quantum key distribution-ready, positioning
BATM at the forefront of post-quantum security solutions —
a transformational opportunity for our business.
Our Board was further strengthened with the appointment
of Dr. Shmuel (Muli) Ben Zvi as a Non-Executive Director. Dr.
Ben Zvi brings extensive leadership experience from both
public and private sectors, including his tenure as a director
of Bank Leumi, Israel’s largest banking corporation, where he
served as Chairman in his ﬁnal year. His expertise will be an
invaluable asset to BATM.
On behalf of the Board, I would like to express my gratitude
to our dedicated team at BATM, our senior executives and
our CEO Mr Moti Nagar, as well as our shareholders and
other stakeholders for their continued support. While 2024
presented challenges, we made tremendous strides in
executing our strategy and positioning BATM for sustainable,
proﬁtable growth. I look forward to updating you on our
ongoing progress.
Chairman’s
Statement
Dr. Gideon Chitayat
Chairman
ANNUAL REPORT & ACCOUNTS 2024
5
Business Model
Our business model leverages our strengths and our values to execute on our
strategic priorities to achieve our vision and generate value for our stakeholders
Our Strengths
Our Culture
Our Strategic
Priorities
Our
Stakeholders
Strengths
•
Transforming IP
into
cutting-edge
market-ready products
•
Operating in
large,
growing
markets
•
International
footprint
from
extensive global
partnerships and
relationships
•
Extensive networking
experience
from 30+
years of providing
high-quality solutions
•
Strategic encryption
provider
for large
government customers
•
Access to European
diagnostics market
with manufacturing
capacity, licences and
reputation
•
Strong balance sheet
to support strategic
execution
Strategic Priorities
•
Building an enterprise
•
Strengthening core
divisions
•
Maximising resource
allocation
•
Accelerating growth
c
Page 6
Culture
Our vision is a future
where technology is used
to connect, protect and
advance our world, which
we will achieve by building
frontier technologies and
adhering to our values:
•
Transformation
through evolution
-
We encourage learning
from the past and
transforming over
time by acccepting and
embracing change.
•
Technology rooted
in purpose
- Our
goal goes beyond
creating cutting-edge
technology. It's about
improving the lives of
the people using it, now
and in the future.
•
Excellence deﬁned
by innovation
- We
achieve excellence by
breaking new ground
and facing challenges
head-on.
Stakeholders
We aim to create value for
our stakeholders by:
•
Growing total
shareholder returns
•
Exceeding our
customers’
expectations
•
Motivating our people
•
Making a positive
contribution to our
communities
c
Page 10
ANNUAL REPORT & ACCOUNTS 2024
6
Strategy
Signiﬁcantly advanced strategy to operate as an enterprise focusing on
core strengths in cybersecurity, networking and diagnostics
STRATEGIC PRIORITIES
FY 2024 IMPLEMENTATION PROGRESS
Building an
enterprise
-
Leveraging synergies and
strengths across the Group
-
Building the infrastructure to
deliver sustainable growth
-
Enhanced corporate management to
establish an enterprise culture - created
roles of COO, CMO and Head of Diagnostics
-
Increased cross-selling between diﬀerent
business units within the Group
-
Commenced joint marketing activities
between Networking and Cyber divisions
Strengthening
core divisions
-
Accelerating the networking,
cyber and diagnostics
businesses of the future
-
Refocused go-to-market strategies in the
Networking and Diagnostics divisions
-
Reorganised the management teams in the
Networking and Diagnostics divisions, and
expanded the Networking sales team
-
Established strategic partnerships, most
notably in the Cyber division to enter the
commercial market
-
Seeking to strengthen core activities with M&A
Maximising
resource
allocation
-
Prioritising investment to
maximise top assets
-
Exiting non-core activities
-
Seeking divestment opportunities - with ﬁrst
agreement signed post year end to dispose
of entire shareholding in Progenetics Ltd
-
Readied the eco-med operations for sale -
signiﬁcantly reducing costs
Accelerating
growth
-
Strengthening our execution
-
Utilising our IP to target
opportunities in large, growing
markets
-
Sustaining product
development and
commercialisation
-
Actions taken to support building an
enterprise, strengthening core divisions and
maximising resource allocation
-
Completed the development of an advanced
encryption platform for the commercial
markets
-
Launched X-series carrier ethernet portfolio
-
Commenced sales of MDXlab molecular
diagnostics instrument and MOLgen MDX
syndromic panels
ANNUAL REPORT & ACCOUNTS 2024
7
We made signiﬁcant progress this year in advancing our
strategic vision, taking decisive measures to streamline
our non-core businesses as we prepare them for sale.
This strategic realignment has enabled us to focus our
resources on our key activities that will drive our growth
and value creation. Despite facing challenging market
conditions, we achieved several important milestones.
Most notably, we entered a partnership to deliver our
cutting-edge encryption platform to commercial markets,
which has long been a key objective for BATM. In our
Networking division, we refocused our management
and strengthened our sales & marketing eﬀorts, which
resulted in us securing several new Tier 1 customers and
positions the business for a return to growth. We are
already witnessing the positive eﬀects of the initiatives we
undertook in 2024, which, supported by a signiﬁcant cash
position, gives us every conﬁdence that we will see strong
positive momentum continuing in the current year.
Strategy Update
In June 2023, we set out a clear strategy to focus on
our core strengths of cybersecurity, networks and
diagnostics, and to dispose of non-core assets. While
the macroeconomic and geopolitical conditions posed
signiﬁcant challenges to execution during 2024, we
implemented substantial operational changes to align
the business with this strategic vision. This included
establishing further Group-wide corporate functions,
including a Chief Operating Oﬃcer, a Chief Marketing
Oﬃcer and Head of Diagnostics division, and enhanced
cross-selling activities in the Networking and Cyber
Divisions.
Signiﬁcant changes were also made within our core
divisions. As discussed further below, in the Networking
division
there
was
a
management
reorganisation,
expansion of the sales & marketing team and the
go-to-market strategy was refocused. In the Cyber
division, we achieved a major milestone in the execution of
our strategy to expand our oﬀering to non-governmental
customers by entering an agreement with a signiﬁcant
partner to globally distribute our advanced cybersecurity
solution, which is quantum key distribution (“QKD”) ready,
to a variety of commercial markets. In the Diagnostics
division, we reorganised management, refocused the
sales strategy and expanded our channel partner
relationships. We are already beginning to beneﬁt from
these actions, which positions us well for 2025.
We continued exploring potential opportunities to add
capability to our core activities through M&A, and to
divest our non-core businesses. This resulted in our ﬁrst
disposal of a non-core asset with an agreement, post
period, to sell our entire shareholding in Progenetics
Ltd. Eﬀorts are also well underway to sell the eco-med
business, which was readied for sale during the year. We
continue to seek to sell this business, but if a sale does not
occur in 2025, it will be closed. Accordingly, the eco-med
activities have been classiﬁed as discontinued operations
for the purpose of our ﬁnancial reporting.
Furthermore, our trading in 2024 has reinforced the
Board's view of the strength of our core expertise and
our determination to accelerate the restructuring and
streamlining of BATM as the business environment
normalises.
Cyber Division
There was a signiﬁcant increase in Cyber division revenue
as we delivered on our long-term contracts and won
new orders. During the year, we received and delivered
new orders totalling over $2.3m from our long-standing
government
defence
department
customer,
which
included a contract for developing a next-generation
encryption solution that is QKD ready to address the
technological demands of the next computing era.
We achieved a major milestone by entering a strategic
partnership
with
a
signiﬁcant
global
technology,
engineering and defence group (the “Partner”) to deliver
our advanced cybersecurity solution, which is QKD ready,
Moti Nagar
Chief Executive Oﬃcer
Chief Executive
Oﬃcer’s Review
ANNUAL REPORT & ACCOUNTS 2024
8
to a variety of commercial markets and for critical national
infrastructure. The Partner, which generated revenue of
over $11bn in 2024 and serves customers in more than
100 countries, will distribute a customised version of our
encryption platform globally, with exclusivity in certain
territories. During the year, a customised version of the
encryption platform was developed, and we are on track
to deliver the ﬁrst units to the Partner in the ﬁrst half of
the current year.
The introduction of BATM’s cybersecurity solution to
non-governmental customers has long been an important
objective and represents a signiﬁcant expansion of the
total addressable market, with the collaboration with the
Partner expected to signiﬁcantly boost our commercial
market
entry
by
providing
worldwide
distribution
networks and a partner with the resources to engage
in considerable sales & marketing activities. We are also
seeking to establish further partnerships as we build this
new channel to market.
Networking Division
We took decisive action to address the ongoing challenges
in the telecommunications industry and to position the
Networking division for growth as conditions improve.
This included a management reorganisation, expansion of
the sales & marketing team and refocused go-to-market
strategy. We hired salespeople for Latin America and
a new lead for carrier ethernet sales in North America.
A new team was established to focus on expanding
our global channel partners, with new partners being
onboarded during the year.
Our go-to-market strategy has been refocused on our
new feature-rich and cost-eﬀective X-Series portfolio
in carrier ethernet and on selling our Edgility solution
under several Edgility FlexConnect packages that include
diﬀerent applications and deployment models – from
prepackaged software and hardware to fully customisable
– to suit customer requirement.
These
actions
resulted
in
increased
customer
engagement, with a number of new customer wins and
an uptick in orders from the fourth quarter. The orders
secured in Q4 2024, which are primarily for delivery in
2025, were over double the value of orders secured in any
other quarter during the year.
Edgility edge virtualisation and management platform
We signed a three-year agreement to provide Edgility to
replace the incumbent network virtualisation solution
of one of the largest telecommunications companies in
Mexico. During the year, we received orders worth over
$2.4m, to be delivered over a three-year period, and we
expect to receive more orders in the current year.
In December 2024, Edgility secured another new customer
with its selection by Axtel, a Tier 1 telecommunications
service provider in Mexico, for the deployment of a
self-developed customer experience application. Axtel
also intend to expand their use of Edgility to include
our
managed
router-ﬁrewall
service,
which
follows
recent market trends as operators seek alternatives to
previously-utilised Chinese-based solutions.
We were awarded an additional contract for Edgility from
Cemex, a leading global building materials company,
following the successful rollout of the solution to their
sites across Europe and Central and South America.
This latest contract extends the original ﬁve-year licence
agreement by a further two years and includes additional
professional services. This further contract demonstrates
the value of Edgility to Cemex and highlights the recurring
nature of Edgility revenue.
Post year end, Edgility was selected by Telebras, a
leading telecommunications company in Brazil, to oﬀer
their customers secure edge connectivity and edge
computing solutions. Telebras, which implements the
federal
government’s
communication
network,
has
played a pivotal role in Brazil’s digital development and
is responsible for managing the National Broadband
Program, intended to provide broadband access to all
of Brazil's 5,570 municipalities – each of which would
comprise thousands of edge end points that could be
supported by Edgility. We believe this strategic partnership
represents a substantial commercial opportunity.
Carrier ethernet solutions
We continued the development of new products to expand
and refresh our carrier ethernet oﬀering. The new X-series
portfolio was launched towards the end of the year, which
oﬀers a wide selection of cost-eﬀective, fully scalable
devices, with initial orders received in each of our target
regions. We are currently going through an approval process
for one of our new products with a Tier 1 communications
service provider in Mexico, which, if successful, would
represent a signiﬁcant strategic opportunity.
ANNUAL REPORT & ACCOUNTS 2024
9
Diagnostics Division
During
the
year,
we
reorganised
management
and
refocused the go-to-market approach for our proprietary
products to prioritise reagent sales, which are a higher
margin and consumable product. We intend to provide
these instruments on a lease basis, or as a lower-margin
sale, alongside a reagent agreement to secure long-term,
repeatable orders. We are targeting public hospitals, large
private clinics and laboratories and large tenders.
Our portfolio of MOLgen MDX syndromic panels for
infectious disease was registered with the Italian Ministry
of Health, which enabled sales to commence in Italy. This
included us winning a €1m tender at a major hospital. We
also commenced receiving orders for, and generating
revenue
from,
the
MDXlab
molecular
diagnostics
instrument based on the real-time PCR method, which we
launched at the end of 2023. Work also continued towards
the commercial launch of EXTRAlab NGS Prep, which was
distributed to channel partners in Europe towards the end
of the year.
ADOR Diagnostics, an associate company of BATM,
completed pre-clinical validation of the NATlab process
at the Tzafom Medical Center in Israel and commenced
pre-clinical validation for the full NATlab product at the
Lazzaro
Spallanzani
National
Institute
for
Infectious
Diseases in Italy. Post year end, ADOR was pleased to
welcome the Rt. Hon Nadhim Zahawi as Chairman of its
Advisory Board, who brings a wealth of experience in
business and government. In addition, ADOR was granted
a further European patent, bringing the total number of
patents granted to four in the EU, three in the US, two in
the UK and ﬁve internationally, with a further seven patents
pending, reﬂecting the signiﬁcant intellectual property that
ADOR is building.
Non-Core Activities
We made signiﬁcant progress on executing our strategy
to exit our non-core activities. We continued to explore
divestment opportunities and took action to ready the
eco-med activities (which are now classiﬁed as discontinued
operations) for sale, with operations streamlined, including
halving the workforce, to signiﬁcantly reduce costs. Post
year end, we were pleased to make our ﬁrst disposal of a
non-core asset with BATM entering into an agreement
to sell our entire shareholding in Progenetics Ltd for
approximately $2m in cash.
Outlook
Trading in the new ﬁnancial year has begun in-line with our
expectations as we increasingly beneﬁt from the strategic
actions taken during 2024. In particular, the momentum
that was experienced in the Networking division in Q4 2024
has been sustained into the current year, with a strong
increase in orders received to date in both the Edgility and
carrier ethernet oﬀerings.
The largest contributor to revenue growth in 2025 is
expected to be the Networking division as the expansion of
the sales team and refocused go-to-market strategy drive
increasing sales. We are also encouraged by the improving
telecommunications market backdrop, with customers
recommencing purchasing as they begin to replenish their
inventory levels to support growing demand.
The Diagnostics division is expected to make a signiﬁcant
contribution to revenue growth in 2025 as we execute
on the new go-to-market approach and ramp up sales of
MDXlab. The Cyber division is also expected to deliver
strong growth as we continue to service our long-standing
government defence department customer as well as
receive initial revenue from the delivery of our encryption
solution for commercial markets.
The Board is continuing to actively pursue M&A and disposal
opportunities that will enable us to accelerate execution on
our growth strategy in our core divisions.
As a result, the Board continues to look to the future with
conﬁdence.
Chief Executive Oﬃcer’s Review
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
10
Stakeholder Engagement
BATM seeks to deliver value to, and build strong, long-term relationships with, its stakeholders
The Board of BATM is committed to acting in a way that would most likely promote the
long-term success of the Company for the beneﬁt of its members as a whole.
Customers
Our customers rely on our technology solutions
and equipment to operate and continue to grow.
We seek to understand their evolving needs,
enabling both BATM and our customers to share
in the value creation.
How we engage
l
Client relationship managers dedicated
to key customers and key regions
l
Annual customer surveys as part of the
ISO audit and focused on all aspects
of our customer relationships
l
Training programmes on our solutions
and products for our customers
l
Attendance at trade shows, conferences,
seminars and webinars
l
Working to understand growth drivers
in our customers’ markets
Financial Investors
The Board has a ﬁduciary duty to promote the
long-term sustainable success of the Group for its
shareholders. Certain companies within the Group
also have external investors, who are often key to
the continued success of the relevant projects.
How we engage
l
Regular dialogue and interaction
l
Investor communications, including
reports, presentations and website
l
Meetings with institutional shareholders
l
NEDs available to meet with shareholders on
request
l
Establishment of clear timelines, milestones
and strategic goals
2024 HIGHLIGHTS
l
More than 20 customer training
programmes conducted, with participation
of over 580 individuals
l
Customer satisfaction surveys
l
Enhanced use of online platforms for
customer engagement
2024 HIGHLIGHTS
l
Approximately 38 shareholder meetings or
scheduled calls
l
Hosted investor webinars following
interim and full year results to provide
investors with an in-depth update on
BATM strategy
ANNUAL REPORT & ACCOUNTS 2024
11
Employees
Our people are our greatest asset. In order
to recruit and retain the best talent, we must
ensure that we are an employer of choice and
that our employment policies are sensitive to our
employees’ priorities and requirements.
How we engage
l
A dedicated Human Resources function
l
Open and transparent communication
with our workforce
l
Annual employee satisfaction surveys
l
Personal and career development
l
Recognition and rewards
l
Code of Conduct
Communities
We strive to be a responsible corporate citizen
within the local and wider communities in which
we operate, by aiming to behave in a sustainable
and socially-responsible manner and supporting
local businesses and charities.
How we engage
l
Research and development and testing
products in the diagnosis of infectious
diseases, including tuberculosis
l
Local initiatives that support community
and charitable organisations
l
Encouragement of employees to
work to further charitable goals
2024 HIGHLIGHTS
l
Roundtable discussions held between
employees, the CEO and VP of HR
l
Team building events
2024 HIGHLIGHTS
l
Volunteering at a non-proﬁt organisation
that supports individuals with disabilities
l
Supply of diagnostic products for
charitable causes
Stakeholder Engagement
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
12
As discussed in the Chief Executive Oﬃcer’s Review, our
eco-med activity, which is non-core, has been classiﬁed as a
discontinued operation. Accordingly, this report is providing
detail on continuing operations only – with the ﬁnancials for
2023 re-presented on that basis – unless otherwise stated.
Total Group revenue was $117.3m (2023: $116.7m). This
increase reﬂects strong revenue growth in the Cyber and
Diagnostics divisions as well as an increase in our non-core
activities, which oﬀset lower revenues in the Networking
division.
Gross margin was 31.4% (2023: 32.8%), with the reduction
primarily reﬂecting revenue mix, and gross proﬁt was
$36.8m (2023: $38.3m).
Sales and marketing expenses were $19.6m (2023: $18.3m),
general and administrative expenses were $12.8m (2023:
$14.0m) and R&D expenses were $4.6m (2023: $4.4m). This
includes a reduction in share-based payments (a non-cash
expense) to $0.9m (2023: $2.5m), which is largely recognised
in the lower general and administrative expenses. We
recognised other operating expenses of $4.5m (2023:
$1.2m income), which primarily reﬂects a one-time non-cash
impairment cost of $6.9m partly oﬀset by a $1.8m reduction
in liabilities and other income of $0.6m including proceeds
from the disposal of a property. The impairment primarily
comprises goodwill for acquisitions of companies in our
non-core activities.
On an adjusted basis, to exclude amortisation and the one-
time impairment of intangible assets and non-cash share-
based payments, operating proﬁt was $3.8m (2023: $5.9m),
with the reduction primarily reﬂecting the lower gross proﬁt.
On a reported basis, there was an operating loss of $4.7m
(2023: $2.7m proﬁt), which is primarily due to the one-
time impairments. Adjusted EBITDA was $8.1m for 2024
compared with $9.9m for the prior year.
Loss before tax was $5.4m (2023: $2.8m proﬁt), as outlined
above. On an adjusted basis, there was a proﬁt of $3.0m.
We recorded a tax expense of $1.7m (2023: $0.8m) and
share of loss of a joint venture and associated companies
was $0.3m (2023: $0.8m).
Net loss from continuing operations was $7.5m (2023: $1.2m
proﬁt) and loss per share was 1.72¢ (2023: 0.27¢ earnings).
We recorded a loss from discontinued operations of $14.8m
(2023: $1.4m loss), which primarily reﬂects impairments
following the operations becoming classiﬁed as discontinued
(see note 20 to the ﬁnancial statements). As a result, loss
from continuing and discontinued operations was $22.3m
(2023: $0.2m).
Net cash from continuing operations (before interest and
tax) was $1.7m compared with an $8.1m in 2023.
We continue to have a strong balance sheet, with cash and
short-term investments at 31 December 2024 of $31.6m
(30 June 2024: $32.6m; 31 December 2023: $40.8m).
Group Results
Chief Financial
Oﬃcer’s Review
Ran Noy, CPA
Chief Financial Oﬃcer
* Throughout this Chief Financial Oﬃcer's Review, ‘*’ indicates adjusted to exclude amortisation and impairment of intangible assets and non-cash
share-based payments
Adjusted*
Reported
$m
2024
2023
2024
2023
Revenue
117.3
116.7
117.3
116.7
Gross margin
31.7%
33.2%
31.4%
32.8%
Operating proﬁt
3.8
5.9
(4.7)
2.7
EBITDA
8.1
9.9
7.1
7.4
ANNUAL REPORT & ACCOUNTS 2024
13
Divisional Performance
Cyber Division
The Cyber division performed strongly during the year, with
revenue growing by 27%. The increased revenue combined
with a slight improvement in gross margin resulted in a 42%
increase in adjusted EBITDA.
Networking Division
As discussed in the Chief Executive Oﬃcer’s Review, revenue
in the Networking division continued to be impacted by
the global slowdown in the telecommunications industry,
with macroeconomic challenges resulting in organisations
pausing or delaying purchasing decisions. The reduction
in EBITDA reﬂects the lower revenue, with the division
continuing to deliver high-margin products.
Diagnostics Division
Revenue in the Diagnostics division increased by 16%, with
growth driven by expansion of our customer base for distrib-
uted diagnostic products. The reduction in gross margin was
due to the contribution to revenue from instruments that
carry lower margin. This was more than oﬀset by the higher
revenue resulting in adjusted EBITDA increasing to $3.2m.
Non-core Activities
The growth in revenue from continuing operations was
primarily from our test administration activities. The gross
margin improvement reﬂects the increased contribution to
revenue from sales of own-brand products. As a result of the
higher revenue and improvement in gross margin, there was
signiﬁcant growth in adjusted EBITDA.
Chief Financial Oﬃcer’s Review
CONTINUED
$m
2024
2023
Revenue
13.1
10.3
Gross margin*
41.0%
40.8%
EBITDA*
3.4
2.4
$m
2024
2023
Revenue
8.5
19.8
Gross margin*
52.5%
47.1%
EBITDA*
(3.4)
1.7
$m
2024
2023
Revenue
57.0
53.2
Gross margin*
29.0%
27.8%
EBITDA*
4.9
2.9
$m
2024
2023
Revenue
38.6
33.3
Gross margin*
28.0%
31.0%
EBITDA*
3.2
3.0
ANNUAL REPORT & ACCOUNTS 2024
14
Key Performance Indicators
The Group reviews its key performance indicators ("KPIs") on an ongoing basis to ensure they remain relevant.
As the Group continues to execute and embed its new strategy, further KPIs will be selected as the most
appropriate measures of business performance. The measures below are for continuing operations only.
Revenue
$117.3m
(2023: $116.7m)
Description
Revenue reﬂects the element of billings generated and recognised during the period from all operations.
Why it is a KPI
Measures our overall performance at the sales level.
Performance
The increase in total revenue was achieved against a backdrop of challenging macroeconomic
conditions, reﬂecting strong growth in the Cyber and Diagnostics divisions oﬀsetting lower revenues in the
Networking division due to the impact of the global telecommunications market challenges.
Cash from operations
$1.7m
(2023: $8.1m)
Description
Amount of money the Group brings in from its operating activities before the impact of tax and interest
payments.
Why it is a KPI
Reﬂects how much cash is generated by our primary activities that can be used to maintain or invest
in the growth of our business.
Performance
The reduction primarily reﬂects the Group recording an operating loss for the year compared with a proﬁt
in 2023 as a result of the impact of the global telecommunications market challenges and changes in working capital.
Adj. EBITDA
$8.1m
(2023: $9.9m)
Description
Group earnings before interest, tax, depreciation and amortisation and adjusted to exclude impairments
of intangible assets and share-based payments (which are non-cash).
Why it is a KPI
Measure of our eﬀectiveness in turning revenue into earnings.
Performance
The reduction was primarily due to lower gross margin, reﬂecting product mix, which oﬀset the
increase in revenue, as well as an increase in sales & marketing expenses as the Group began to execute its new
go-to-market strategy.
ANNUAL REPORT & ACCOUNTS 2024
15
Sustainability Review
Sustainability is a key element of the Group’s business and
building a business to last has always been part of its ethos.
Through medical diagnostics and technologies enabling a
smarter world, BATM’s solutions are designed to address
some of the key societal challenges of today and what the
Group believes will be the demands of the future.
PEOPLE
BATM’s people are vital to sustaining success. In order to
recruit and retain the best talent, the Group must ensure
that, across its businesses, it is an employer of choice and
that its employment policies and practices are sensitive to
employees’ priorities and requirements.
BATM has employees in six countries, including scientists,
engineers, sales & marketing personnel and those in
corporate functions, and aims to adhere to certain principles
in terms of employee engagement and employment practices
across the Group. During 2024, eﬀorts were focused on
ensuring greater communication, fostering better synergy,
strengthening team connections, celebrating successes and
ensuring personal care for every employee.
Engagement
BATM understands the importance of maintaining open and
transparent communication with its workforce, and listening
to its people and taking into account their feedback. To
support employee engagement, the Group has a dedicated
human resources function comprising a network of human
resources departments at subsidiary level each headed up
by a VP-level executive who are overseen by the Global VP
Human Resources.
The senior management within the Group’s businesses
regularly communicate with employees on areas including
Group strategy and progress. The Group holds periodic
roundtable
discussions
for
employees
to
meet
with
management to share their views, raise any concerns and
make suggestions on how the workﬂow in their departments
could be improved. In 2024, this included a series of roundtable
discussions where groups of employees (with each group
consisting of c. 12 employees) engaged directly with the CEO
and Global VP Human Resources. These sessions, held across
diﬀerent locations, provided an open forum for employees to
voice their thoughts, contribute ideas and discuss business
challenges and opportunities. The Group also holds oﬀ-site
team building events and company celebrations.
BATM prioritises training and development for its workforce,
which was continued during 2024. The Group has training
schemes focused on product training, skills enhancement
and the achievement of additional career-enhancing
qualiﬁcations, and often supplies in excess of two weeks
training per year for individual employees.
Diversity, Equality & Inclusion
BATM recognises the beneﬁts to its business of supporting
diversity, equality and inclusion for long-term sustainable
success. The Group is committed to providing a working
environment in which all employees feel valued and
respected and are able to contribute to the success of
the business. The Group promotes equal opportunities
within all of its businesses and aligns its approach with
international human rights standards. BATM believes its
employees should be able to work in an environment free
from discrimination, harassment and bullying, and that
employees, job applicants, customers and suppliers should
be treated fairly regardless of:
l
race, colour, nationality, ethnic or national origins;
l
gender, sexual orientation, marital or family status;
l
religious or political beliefs or aﬃliations;
l
disability, impairment or age.
As detailed further on page 31 of the Corporate Governance
Report, as a company incorporated in Israel, BATM is subject
to the Israeli Law of Equal Opportunity at Work (1988), which
forbids discrimination on the basis of (among others) race,
nationality, state of origin and gender, including in hiring
job candidates. The law states that if an employer asks an
employee or candidate for such details, it will be assumed
that the employer has violated the non-discrimination
provision. The Group operates in compliance with this law.
Health, Safety & Wellbeing
BATM prides itself on providing high levels of standards on
the health and safety of its employees. The Group has, and
adheres to, health and safety guidelines across the Group,
and also has welfare programmes. The Group also provides
clothing for employees working in manufacturing areas. There
were no health and safety incidents reported and the Group
did not receive any regulatory ﬁnes or penalties in relation to
health and safety matters during the year.
ANNUAL REPORT & ACCOUNTS 2024
16
Anti-bribery & Corruption
BATM promotes responsible business behaviour. The
Group has an anti-bribery and corruption policy that
provides guidance, details prohibited activities and outlines
responsibilities and whistleblowing mechanisms.
The whistleblowing procedure is managed by an independent
administrator who is a partner at an Israeli professional
services ﬁrm, Chaikin, Cohen and Rubin. Employees are
encouraged to approach the administrator if they have
concerns about possible wrongdoing including potential
or actual breaches of applicable laws and regulations and
fair business conduct. The approach can be anonymous, if
the employee chooses. The Company has undertaken not
to take subsequent disciplinary action against a complainant
unless the report was subsequently judged to have been
made in bad faith or to be malicious.
During 2024, there were no instances of whistleblowing
reports, bribery, corruption or business interruptions as a
result of regulatory activity.
COMMUNITIES
BATM strives to be a responsible corporate citizen within
the local and wider communities in which it operates by
behaving in a socially responsible manner and supporting
local businesses and charities. While the Company does
not have a formal Group-wide approach, a notable initiative
during 2024 was the Group’s collaboration with Israel
Elwyn, a non-proﬁt organisation that provides services and
prgrammes for people with disabilities, where employees
participated in an inclusive rhythm workshop during the
Purim holiday.
In addition, a key tenet of BATM’s strategy is the research
and development of solutions to counter the spread
and improve the diagnosis of infectious disease. The
Group’s products are designed to be able to be used at
the point-of-care in community healthcare facilities or in
small- to medium-sized laboratories rather than purely
in mega labs in a central location. The Group achieves
this through producing solutions that, relatively, have a
small footprint, are simple to use and are available at an
appropriate price point.
ENVIRONMENT
The Group has continued to take steps towards assessing
and managing its impact on the environment, incorporating
climate-related risks and opportunities into its business
planning and reporting thereon, as detailed in the TCFD
Report that follows. Developing awareness of environmental
guidelines at operating facilities, upgrading energy and
lighting
systems
and
developing
waste
management
procedures are examples of some of the initiatives to
improve the Group’s environmental impact that have already
been made.
ANNUAL REPORT & ACCOUNTS 2024
17
TCFD Recommendation
Status
Listing
Governance
a) Describe the board’s oversight of climate-related risks and
opportunities.
Full disclosure
See page 18
b) Describe management’s role in assessing and managing
climate-related risks and opportunities.
Full disclosure
See page 18
Strategy
a) Describe the climate-related risks and opportunities the
organization has identiﬁed over the short, medium, and
long term.
Full disclosure
See pages 19-20
b) Describe
the
impact
of
climate-related
risks
and
opportunities on the organization’s businesses, strategy,
and ﬁnancial planning.
In progress
See page 20
c) Describe the resilience of the organization’s strategy,
taking
into
consideration
diﬀerent
climate-related
scenarios, including a 2°C or lower scenario.
To be addressed
Risk Management
a) Describe the organization’s processes for identifying and
assessing climate-related risks.
Full disclosure
See pages 21 and 22
b) Describe the organization’s processes for managing
climate-related risks.
Full disclosure
See pages 21 and 22
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organization’s overall risk management.
Full disclosure
See page 21
Metrics and Targets
a) Disclose the metrics used by the organization to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
In progress
See page 21
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
Full disclosure
See page 21
c) Describe the targets used by the organization to manage
climate-related risks and opportunities and performance
against targets.
To be addressed
TCFD Report
The disclosure framework of the former Task Force on Climate-related Financial Disclosures (“TCFD”)
is structured around
four thematic areas that are core to how organisations operate – namely, governance, strategy, risk management and metrics
and targets – with 11 recommended disclosures under these four themes.
This TCFD Report follows the structure of the TCFD 11 recommended climate-related disclosures, setting out those in which
the Company is making full disclosures and those for which full disclosures are not being made for 2024, the reasons for not
including them and the plans in place to make these disclosures going forward.
The table below shows the TCFD recommended climate-related disclosures and the status of each disclosure:
ANNUAL REPORT & ACCOUNTS 2024
18
As previously disclosed, there have been initial challenges
in developing the required processes and resulting
management actions and their integration into the business,
which relate to the availability of data, climate proﬁciency
and diﬃculties of operating across multiple businesses
in multiple jurisdictions and in multiple industries. While
recognising that the Group continues to be in the early
stages of its journey in terms of formalising its approach
to climate matters, the Board is pleased with the progress
that has been made to date, which represents a cultural
transition and increase in climate proﬁciency. In addition,
and as described elsewhere in this annual report, part of
the Group’s new strategy involves investing in strengthening
Group-wide infrastructure and collaboration. Accordingly, as
the Group ramps up the execution on its strategy, the Board
looks forward to reporting further progress in next year’s
TCFD Report.
GOVERNANCE
The organisation’s governance around climate-related risks &
opportunities.
The following should be read in conjunction with the
Corporate Governance section of this annual report, which
can be found on pages 25 to 60, and which is incorporated
into this TCFD Report by reference. The governance structure
around climate-related risks & opportunities is part of the
Group’s overall risk & opportunities governance structure.
BOARD OVERSIGHT
The overall responsibility for the detection and management
of climate-related risks and opportunities lies with the
Board of Directors. The Responsible Business Committee
of the Board (the "Committee") oversees the management
of the various responsible business activities of the Group,
including the management of climate-related risks and
opportunities. During 2024, the Committee met on four
occasions. In addition, climate-related issues were discussed
in full Board meetings. Prior to their meetings, the Directors
are furnished with information in a form and quality
appropriate for them to discharge their duties concerning
the state of the business and performance. In its meetings
during 2024, the Committee’s discussions included the
TCFD disclosure recommendations, the Group’s Risks and
Opportunities Management ("ROM") Framework and the
Group’s Risks and Opportunities ("R&O") Register.
The Board has delegated the daily operational management
of the business to the CEO and CFO. With this, the CEO
communicates material matters arising, including climate
matters, to the Board. The Board also receives a Group-
wide overview of the Group’s activities, including risks
and opportunities, in the CEO’s overview in the quarterly
meetings of the Board.
During the year, Adv. Livneh, the senior manager leading
the planning, delivery and reporting on the climate-related
ﬁnancial disclosures, provided the Committee with an
update on the process of preparing the TCFD disclosures for
the annual report. In addition, Moti Nagar, CEO, updated the
Committee on a publication of the Israeli Securities Agency
concerning a survey they conducted among reporting
companies regarding the detection and disclosure of
environmental-related risks.
MANAGEMENT’S ROLE
Managers within the Group's divisions oversee and report
climate-related risks and opportunities at division level.
BATM’s Executive Directors serve as directors in Group
subsidiaries, giving them greater insight across the business
divisions and optimising information ﬂow and operational
decision-making.
Adv. Livneh and Ran Noy, CFO and the Group Risk and
Opportunity Manager (“GROM”), between them consult with
managers within the Group's divisions to discuss climate
risks and opportunities identiﬁcation, management and
reporting. The outcomes of these meetings contribute
to the maintenance of the Group’s R&O Register, which
integrates climate-related transitional and physical risks and
business opportunities, following the guidance provided by
TCFD framework.
Adv. Livneh oversees the Group’s adherence to the
recommendations
of
the
TCFD
and
the
Group’s
corresponding disclosures.
NEXT STEPS
To enhance its governance regarding climate matters,
the Group intends to continue with its climate proﬁciency
programme in 2025. In addition, it intends to expand
the
engagement
with
managers
within
the
Group's
divisions regarding climate-related risks and opportunities
identiﬁcation and management.
ANNUAL REPORT & ACCOUNTS 2024
19
TFCD Report
CONTINUED
STRATEGY
The actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and ﬁnancial planning.
Through the intrinsic nature of the Group’s main activities, BATM’s
purpose is to deliver high-technology innovations that make
a signiﬁcant diﬀerence to the human experience
in the areas of medical diagnostics, networking and cybersecurity. Through its
research, innovation and the distribution and implementation of its solutions, the Group enables a wide variety of organisations
around the globe to enhance their resource and energy eﬃciency. The initial steps in understanding the environmental impact
derived from the Group’s own operations has focused predominantly on initiatives aﬀecting its people and communities.
BATM’s integration of climate-related risks and opportunities management into the Group’s processes is at a relatively early
stage, but it has taken important steps to enhance its processes and reporting and is committed to making further progress.
The Group’s assessment of its climate-related risks and opportunities are provided in the following TCFD Risks &
Opportunities Table:
Risk Category
Category Overview
Subcategories
Description (including timeframe)
Transition Risk
Risks related to the
transition to a low-carbon
economy
Policy and Legal
- Potential ﬁnes related to level of
GHG emissions (
M
)
- Potential increase of tax liabilities
in certain jurisdictions (
M
)
- Potential of limiting success in
tenders due to insuﬃcient rating in
environment certiﬁcation (
M
)
- Potential of increased energy
consumption due to increased
temperatures across various
jurisdictions (
L
)
- Potential increase in insurance
premiums or inability to insure
assets (
M
)
- Costs of complying with
climate-related regulation (
S
)
Technology
Market
Reputation
Physical Risk
Physical risks driven by
extreme weather events
(e.g. heatwaves, ﬂoods,
wildﬁres)
or
extended periods of
increased temperatures
leading to the development
of chronic climate events
(e.g. desertiﬁcation)
Acute
-
Potential damage to infrastructure,
closure of production plant and
business activity interruption due to
wildﬁres in certain jurisdictions (
L
)
- Increase in costs due to higher
energy consumption due to
alterations in global temperature
patterns (
L
)
Chronic
KEY:
S
– short term;
M
– medium term;
L
– long term
ANNUAL REPORT & ACCOUNTS 2024
20
Risk Category
Category Overview
Subcategories
Description (including timeframe)
Opportunity
Opportunities arising as
the business landscape
transitions to a low-carbon
economy
Resource Eﬃciency
- Increased customer preference
due to potential reduction
in energy consumption/GHG
emissions (
S
)
-
Analysis of alternative energy
source provision to improve costs
and reduce environmental impact
at facilities in certain jurisdictions (
S
)
- Enhanced resilience compared
with competitors due to earlier
adoption of climate-related risks
and opportunities management (
S
)
Energy Source
Products/Service
Markets
Resilience
KEY:
S
– short term;
M
– medium term;
L
– long term
The Group considers the short-term time horizon to be
up to two years; medium-term to be between two and
ﬁve years; and long-term to be over ﬁve years. In deﬁning
such timeframes, the Group took into account the nature
of climate-related issues, which often manifest themselves
over the medium and longer terms; the useful life of the
Group’s assets and infrastructure; and the timeframe that
is relevant and realistic to identify and analyse transitional
changes and to make the necessary adjustments in the
strategy and operations of the Group, such as developing
new product lines or making changes in existing ones.
To determine which risks and opportunities could have
a material ﬁnancial impact, the Group applies a ROM
Framework, as described in the Risk Management section
of this report. This Framework incorporates the detection,
evaluation and management of climate-related risks and
opportunities into the Company’s general risk management,
and in its application during 2024 climate-related risks
and opportunities were discussed with unit managers and
considered in the process of maintaining and updating the
Company’s R&O Register.
The
risks
and
opportunities
detection,
analysis
and
evaluation performed by the Group in 2024 did not reveal
any climate-related issues that, in the opinion of the Group,
taking into account the probability, impact and timeframe of
the risks and opportunities, could have a material ﬁnancial
impact on the Group.
NEXT STEPS
In 2025, the Group will continue to enhance its climate
matters proﬁciency across the organisation and continue
to develop a comprehensive and systematic approach to
measuring its environmental footprint.
This, along with enlisting the support of specialist ESG
advisers, will enable the Group to execute a Materiality
Assessment and conduct appropriate Climate Scenario
Analysis in due course.
ANNUAL REPORT & ACCOUNTS 2024
21
TFCD Report
CONTINUED
RISK MANAGEMENT
The processes used by the organisation to identify, assess, and
manage climate-related risks.
The Group’s processes to identify, assess and manage
climate-related risks are described in the Risk Management
section on page 22, which is incorporated into this TCFD
Report by reference. The processes regarding climate-
related risks are fully integrated into, and form part of, the
processes for all business risks.
As noted in the Risk Management section, the management
of the Group’s business risks, including climate-related risks,
is the responsibility of the Board. The GROM – in conjunction
with the Board, General Counsel, business unit managers and
external advisers – identiﬁes and assesses business risks, and
develops proposed actions for the management thereof.
Risk management is conducted in accordance with the
Group’s ROM Framework, which incorporates the following
four key steps, as discussed further in the Risk Management
section: detection and list, assessment, action and monitor
and report. The Group has also progressed the collection
of climate-related data, which is required to be able to fully
assess climate-related risks.
NEXT STEPS
The key next steps to enhance the Group’s processes for
the identiﬁcation, assessment and management of climate-
related risks are:
l
Continuing to fully embed the ROM Framework,
including establishing processes for more dynamic
implementation.
l
Climate proﬁciency development and deployment
across the business.
l
The identiﬁcation and establishment of appropriate
consistent climate-related data and reporting, including
necessary processes for data collection and collation
.
METRICS AND TARGETS
Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such
information is material.
The material impacts from the Group’s business are
assessed based on standards and regulations relevant to the
multiple nature of the Group’s operations. A comprehensive
assessment of BATM’s Greenhouse Gas (GHG) emissions
was undertaken, in accordance with the Greenhouse Gas
Protocol Corporate Standard.
In summary, there was a reduction in total CO
2
emissions in
2024 to 1,988 tons (2023
(1)
: 2,075), which primarily reﬂects
lower emissions in the Networking division. The following
table shows the Group’s 2024 GHG emissions broken down
by scope and division, including the Group’s corporate
headquarters and its non-core activities:
In preparation for establishing performance metrics to
assess the environmental impact and progress within each
division, the Group has analysed carbon intensity ratio per
US$ million in revenue in 2024:
NEXT STEPS
To enable the Group to better monitor its emissions,
determine trends, establish reduction targets, analyse
potential areas of risk and identify the opportunities
available, the Group intends to progress:
l
System integration for collecting data throughout the
year across the various divisions.
l
Using emission data to inform decision making through
regular internal reporting and support the management
and eventual reduction of emissions from Scope 1 & 2.
l
Continue the expansion of Scope 3 categories measurement.
Division
CO
2
e
(tons)
Scope
1&2
Business
Travel
CO
2
e
(tons)
Scope 3
Cat.6
Total
CO
2
e
(tons)
Distribution
Ratio of
CO
2
e
Corporate HQ
38.47
21.30
59.77
3%
Networking
105.12
63.49
168.61
9%
Cyber
25.46
3.44
28.89
1%
Diagnostics
542.84
21.95
564.80
28%
Non-core
(1)
1,158.13
7.70
1,165.82
59%
Total Group
1,870
118
1,988
-
Division
(2)
Revenue
($m)
Total
CO
2
e
(tons)
tCO
2
e/
$m
Distribution
Ratio of
CO
2
e
Networking
8.5
173.0
20.4
9%
Cyber
13.1
35.6
2.7
2%
Diagnostics
38.6
584.5
15.1
29%
Non-core
(1)
57.0
1,194.8
21.0
60%
Total Group
117.3
1,987.9
17.0
-
(1)
The ﬁgures are for continuing operations only
(2
The emissions for the corporate headquarters have been allocated
to the divisions on a proportionate basis
ANNUAL REPORT & ACCOUNTS 2024
22
Risk Management
RISK MANAGEMENT PROCESS
The management of the Group’s business risks is the
responsibility of the Board. Opportunities and risks to
the future success of the business have been considered
and addressed in accordance with BATM’s corporate Risk
and Opportunity Management (“ROM”) Framework. The
process for the identiﬁcation of emerging risks and for the
assessment, management and mitigation of business risks
is as follows:
Detection and Listing
The Group Risk and Opportunity Manager (“GROM”) – in
conjunction with the Board, General Counsel, managers in
the Group's divisions and external advisers – identiﬁes risks
and opportunities (“R&O”) that are material to BATM, and
which includes the consideration of climate-related risks.
The process includes meetings with unit managers and the
use of key relevant information sources. The maintenance
of the resulting R&O list is undertaken by the GROM and
approved by the Board. Mr. Ran Noy, the Group’s CFO and
an Executive Director, is the GROM of BATM.
Assessment
An assessment of each R&O is undertaken by the GROM, in
conjunction with the parties listed above. This assessment is
based on impact, probability and timeframe and determines
those risks and opportunities that require the development
of appropriate actions. During 2024, the Board carried out a
review of the eﬀectiveness of the Group's risk management
and internal control systems, as well as a robust assessment
of the Group's emerging and principal risks.
Action
The GROM, with the appropriate unit managers, develops
proposed actions that are then ﬁnalised in conjunction
with the CEO. The GROM and unit managers ensure the
completion of the actions in the agreed timeframe.
Monitor and Report
The Company’s internal auditor (as deﬁned under Israeli law)
monitors the completion of the agreed actions and the CEO
and GROM report regularly to the Board, who monitor and
approve the decisions and actions. The process is repeated
periodically, with dynamic adjustments to the process itself,
if required, and based on any signiﬁcant changes in any
signiﬁcant risk and/or opportunity.
VIABILITY STATEMENT
The Directors have assessed the Company and the Group’s
viability over a period of three years. The Directors have
determined that a three-year period is an appropriate
timeframe for assessment because it is aligned to the
Group’s strategic planning process and therefore reﬂects the
Board’s best estimate of the future viability of the business.
In making their assessment, the Directors took account
of the Company and the Group’s current ﬁnancial and
operational positions and contracted capital expenditure.
They also assessed the potential ﬁnancial and operational
impacts, in severe but plausible scenarios, of the principal
risks and uncertainties set out above and the likely degree
of eﬀectiveness of current and available mitigating actions.
Based on this assessment, the Directors have a reasonable
expectation that the Company and the Group will be able to
continue in operation and meet all their liabilities as they fall
due for the three years to 31 December 2027.
In making this statement, the Directors have also made key
assumptions (see note 4 to the ﬁnancial statements).
ANNUAL REPORT & ACCOUNTS 2024
23
Risk
How we manage the risk
Risk
change
Political and
economic
There is a risk of harm to the
business from political unrest or
disruption, particularly in emerging
markets, and from a deterioration of
economic conditions.
The Group’s operations are dispersed over a number
of locations so that should a material adverse political
or economic event arise in one location, the Group can
continue with its operations elsewhere, thereby helping
to mitigate the impact on its overall business.
Up
Legal and
compliance
There is a risk that legal and/or
regulatory requirements are not
met, leading to the loss of licence
to operate, reputational damage or
ﬁnancial loss.
The Group retains experienced high calibre legal
advisers for the Company and the Group's divisions
who provide ongoing advice and updates on relevant
legal compliance requirements. The Group monitors
the regulations relevant to its activities and, when
needed, makes the necessary adjustments to maintain
compliance.
Down
Business
continuity
There are risks to business
continuity from speciﬁc events, such
as natural disasters and pandemics.
The Group operates in numerous locations and its
manufacturing contractors are also located in multiple
locations, which would help to mitigate the impact of a
business disaster. In addition, the key employees in the
workforce have been positioned such that they are able
to work without interruption by working remotely from
their homes. The Group also keeps a cash cushion to
ensure that unexpected events don't cause unnecessary
indirect adverse eﬀects beyond the direct outcomes.
No
change
Supply chain
A disruption in the supply of key
raw materials or services to a
manufacturing site could aﬀect the
Group’s ability to make and deliver
products to customers, leading to
interruption in supply, lost revenue
and damage to its reputation as a
reliable supply partner. This could
be resulting from market shortages,
disruption due to global events and
physical climate-related disruption
of upstream supply chains.
The Group has established strong supplier
relationships and collaborates with multiple vendors
globally to broaden the geographical coverage of its
access to available components. The Group requests
that customers provide long-term committed forecasts
and itself provides multi-year forecasts to its contract
manufacturers. In addition, where appropriate,
it reengineers products to enable them to have
replaceable component alternatives. At times when
availability of components is constrained, the Group
seeks alternative sources and to increase inventory
levels of both components and ﬁnished goods.
Down
PRINCIPAL RISKS AND UNCERTAINTIES
The risks outlined below are those that the Board considers to be material to the Group. The Board routinely monitors risks
that could materially adversely aﬀect the ability of the Group to achieve its strategic goals and to maintain ﬁnancial stability,
assisted by the senior management team.
Risk Management Report
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
24
Risk
How we manage the risk
Risk
change
Competition
There is a risk that BATM is unable
to build and maintain competitive
advantage in its focus markets.
In particular, there is a risk that
competitors with greater ﬁnancial
resources may develop technology
that is superior to that of the
Group and they may also adopt
more aggressive pricing models or
undertake more extensive advertising
and marketing campaigns.
The Group operates in large markets, but with a focus
on areas where it can establish a leadership position
through technological expertise and innovation. The
diversiﬁcation of its end markets reduces its exposure
to a large competitor in any one sector. The Group
ensures that its products remain world-leading
through investment in R&D. It maximises its resources
and enhances its routes-to-market by establishing
partnerships, collaborations and joint ventures.
No
change
Customers
and partners
There is a risk of harm to the Group’s
revenues as a result of termination
of business relationships with
material customers or partners
and sales agents. This risk is
increased by the challenging global
macroeconomic conditions and the
impact that this could have on the
business and viability of customers
and partners.
The Group maintains ongoing dialogue with its customers
and business partners in order to identify ahead of
time any potential problems arising on the part of the
customer and in order to maintain a close relationship
with its customers. The Group also does not have a
signiﬁcant reliance on one or few customers or partners.
No
change
Research &
Development
(R&D)
There is a risk that R&D programmes
overrun or do not deliver the
expected beneﬁts.
With respect to its R&D, the Group’s strategy has been
to diversify its R&D operations among a variety of
teams, internally and externally (through universities
and hospitals that carry out clinical tests) and by using
diﬀerent R&D funding sources – thus reducing the R&D
risk. In addition, any signiﬁcant new R&D projects are
brought to the Board for consideration.
Up
Information
security
(including
cybersecurity)
There is a risk of information
security, data loss and corruption,
and physical damage to IT
infrastructure.
The Group routinely carries out proactive measures,
such as IT evaluations, to ensure that its IT systems have
the latest cybersecurity tools and security procedures in
place. These procedures include implementing security
controls and staﬀ training.
Up
Market risk
There is a risk that changes in market
prices, such as foreign exchange,
inﬂation and interest rates, will lead
to ﬁnancial loss.
The Group’s ﬁnance department at the corporate
level manages and monitors market conditions and
exposure. Most of the cash, income and expenses in
each company or subsidiary is held in a way to reduce
the Group’s exposure to currency ﬂuctuations. When
this is not possible, the Group uses hedging transactions
when needed to protect itself against potential currency
risk. However, this is only done to a certain extent as
the Board believes it is very diﬃcult to hedge against
currency ﬂuctuations arising from translation in
consolidation in a cost-eﬀective manner. The Group
also monitors the impact of inﬂation and adjusts sales
prices to maintain its margins. The Group’s exposure to
interest rate risk is low as it has relatively low bank debt.
However, due to the impact of changes in interest rates
on the ﬁnancial markets, the Group closely monitors
possible indirect impacts.
No
change
All of the risk categories have elements related to climate change. For further information on the Group's climate-related risk
management, please see the ‘Strategy’ and ‘Risk Management’ sections of the TCFD Report on pages 17 to 21.
ANNUAL REPORT & ACCOUNTS 2024
25
Directors’ Biographies
Moti Nagar
Executive Director & CEO
Moti Nagar has been the CEO of
BATM since 1 January 2023, having
been the CFO since 2015. During
his time at BATM, Mr. Nagar has
been instrumental in driving the
business' development, including
leading several M&A transactions,
the Group's IPO on TASE and, since his appointment as
CEO, renewing the Group's strategy. Prior to BATM, Mr.
Nagar held several senior positions at Deloitte, which
he joined in 2005. As a Senior Manager, Mr. Nagar
was responsible for handling the accounts of leading
corporate clients in Israel and overseas, with companies
traded on the LSE, NASDAQ and TASE as well as private
businesses operating in a range of sectors. Mr. Nagar is a
member of the Managing Board of the Israeli Association
of Publicly Traded Companies, a non-proﬁt organisation
representing hundreds of companies listed on the Tel Aviv
Stock Exchange and other stock exchanges throughout
the world. Mr. Nagar graduated in Business Management
and Accounting and qualiﬁed as an Israeli Certiﬁed Public
Accountant (CPA, Israel) in 2008. He also holds an MBA in
Financial Management from Tel Aviv University. He was
re-elected as a Director of the Board in December 2024.
Skills and experience
Mr. Nagar brings to the role of CEO business
management and accounting skills and experience he
gathered from his years as CFO at BATM and as an audit
manager to international companies. As CEO of BATM
his core skills include:
l
Business leadership and management
l
International business operations and strategy
l
Business ﬁnance
l
M&A experience
l
Stakeholder and shareholder management
l
Forward thinking and calculated risk management
Committee membership
CORPORATE GOVERNANCE
Gideon Chitayat
Non-executive Chairman
Dr.
Gideon
Chitayat
is
the
Chairman and CEO of GMBS Ltd,
a strategic consulting ﬁrm. He has
served as the Chairman of Delta
Galil Industries and as a director
of
Milissron
Shopping
malls,
Paz
Oil
Company,
Teva
Israel
Pharmaceutical Industries, Bank Hapoalim and Israel
Aircraft Industries, and has provided consultancy services
in business strategy to the boards and presidents of large
companies. He has also served as Adjunct Professor at
Tel Aviv University, Recanati Business School. Dr. Chitayat
holds a Ph.D. in Business & Applied Economics from
the University of Pennsylvania, Wharton School and
a Master’s in Business & Applied Economics from the
Hebrew University, Jerusalem. Dr. Chitayat joined the
Board of BATM in June 2010 and was appointed Chairman
in January 2015. He was re-elected as a Director of the
Board in December 2024.
Skills and experience
Dr. Chitayat has extensive experience in providing
strategic business advice to boards and executives
across a wide range of sectors, including high-tech and
healthcare. He also has vast and in-depth knowledge
of the business of the Group. Other relevant key skills
include:
l
Board management
l
Strategy formulation
l
Financial expertise
l
Corporate governance
l
Shareholder and stakeholder engagement
l
Performance monitoring
Committee membership
N
RB
RB
ANNUAL REPORT & ACCOUNTS 2024
26
CORPORATE GOVERNANCE
Ran Noy
Executive Director & CFO
Ran Noy has been the CFO of BATM
since 1 February 2023, having
served as VP Finance since joining
the Group in 2021.
Prior to BATM, Mr. Noy spent 10
years in the ﬁnance department
at ADAMA Ltd., a global agri-chem business that delivered
sales of $5bn in 2021. Latterly as Financial Reporting
Manager, he was responsible for ADAMA’s ﬁnancial
reporting to the Shenzhen Stock Exchange and the Tel
Aviv Stock Exchange. He was also instrumental in ADAMA’s
listing on the Shenzhen Stock Exchange via the reverse
takeover of a subsidiary of ChemChina and was responsible
for the ﬁnancial integration of that business. Mr. Noy is an
Israeli Certiﬁed Public Accountant who began his career as
an auditor at EY Israel. He was re-elected as a Director of
the Board in December 2024.
Skills and experience
Mr. Noy has skills and experience in developing and
managing ﬁnancial systems and in ﬁnancial management
of international businesses with multiple subsidiaries.
His skills include:
l
Financial management
l
Business management
l
Financial reporting
l
M&A and IPOs
l
Financial integration
l
System implementation
Committee membership
Zvi Marom
Founder &
Non-executive Director
Dr. Zvi Marom founded BATM
in 1992 and served as CEO until
January
2023.
A
former
ﬁrst
lieutenant
in
the
Israeli
Navy,
he
graduated
with
excellence
from the oﬃcers course of the
Naval Academy and with excellence from the Advanced
Naval Command Course. He has a post-graduate degree
in medicine from the Sackler – Gold Schlagger School of
Medicine, Israel and an MSc in Electronics. Dr. Marom was
the Chairman of the Hi-Tech Union of the Manufacturers’
Association of Israel until January 2021, and he now serves
as the head of its quantum forum. In 2021, he received
The Industry Award from the Manufacturers' Association
of
Israel, and in March 2024 he was awarded the Knight's
Cross of the Order of Merit of Hungary. He is Chairman
of ADOR Diagnostics, an associate company of BATM,
and a director of Shore Capital Group plc. Dr. Marom was
re-elected as a Director of BATM in December 2024.
Skills and experience
As the founder of the Company and its CEO for
many years, Dr. Marom has vast relevant business
experience and in-depth knowledge of the Group, its
markets and various stakeholders, and holds important
organisational memory.
Committee membership
ANNUAL REPORT & ACCOUNTS 2024
27
Varda Shalev
Non-executive Director
Prof. Varda Shalev is a specialist in
epidemiology, medical informatics
and predictive analytics in community
healthcare.
She
was
a
founder
and director of the Morris Kahn &
Maccabi Institute for Health Research
and Innovation and is an active
primary care physician. She has pioneered the development
of multiple disease registries to support chronic disease
management, and has authored or co-authored over
200
publications
in
peer-reviewed
medical
journals.
She is a Managing Partner of Team8 Health, a medtech-
focused venture capital company, and a director of Teva
Pharmaceutical Industries Ltd. In addition, she is a Professor
at the Tel Aviv University School of Public Health and sits on
the advisory board of several med-tech businesses. She was
appointed to the Board of BATM in November 2018 and her
third three-year term, in accordance with Israeli law, was
approved by shareholders in December 2024.
Skills and experience
Prof. Shalev brings 30 years’ experience in medicine,
including clinical research, healthcare information
technology
and
epidemiology.
Her
industry
and
clinical knowledge is complemented by business
acumen, having established and grown a number of
organisations, making Prof. Shalev a valuable addition to
the Group as it develops its bio-medical product oﬀering
and markets.
Committee membership
A
R
N
RB
Harel Locker
Non-executive Director & Senior
Independent Director
Harel Locker has been the Chairman
of the Board of Paz Oil Ltd, the
leading Israeli energy company, since
2021 and was the Chairman of the
Board of Israel Aerospace Industries
Ltd, the leading Israeli aerospace
and defence company, from 2017 to 2021. He served as
the Director General of the Israeli Prime Minister’s Oﬃce
and head of the Prime Minister's economic headquarters
between 2011 and 2015. Mr. Locker commenced his career
practicing commercial law for more than 25 years with both
Tel Aviv and Wall Street, New York City, ﬁrst tier law ﬁrms.
He was appointed to the Board of BATM in September 2016
and his third three-year term, in accordance with Israeli
law, was approved by shareholders in December 2022.
Skills and experience
Mr. Locker brings to the Board broad business and
managerial skills based on his vast experience, as well as
in-depth understanding of the dynamics of government
authorities.
Committee membership
A
R
N
RB
Directors’ Biographies
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
28
CORPORATE GOVERNANCE
Committee Key
Audit Committee
Remuneration Committee
Nomination Committee
Responsible Business Committee
Committee Chair
Avigdor Shaﬀerman
Non-executive Director
Dr. Avigdor Shaﬀerman had an
established career at the Israel
Institute for Biological Research,
a leading governmental applied
research institute specialising in the
ﬁelds of biology, medicinal chemistry
and environmental sciences, where
he worked for almost 40 years. He is a recipient of several
prestigious scientiﬁc awards and author of over 200 scientiﬁc
papers. Most recently, from 1995 until his retirement in
2013, he was General Director of the organisation. Other
roles have included serving as a visiting professor in the
University of California, San Diego at the biology department
as well as a visiting senior research scientist at various leading
research institutions in the United States in various medical
areas, including vaccines. Dr. Shaﬀerman holds a Ph.D. in
physical chemistry from the Hebrew University of Jerusalem.
He was re-elected as a Director of BATM in December 2024.
Skills and experience
Dr. Shaﬀerman is an inﬂuential scientist with experience
in top-management and international cooperation.
His skills span applied medical research, vaccine
development and environmental science, which is
highly relevant for supporting BATM’s developmental
diagnostic activities.
Committee membership
Shmuel Ben Zvi
Non-executive Director
Dr. Shmuel (Muli) Ben Zvi was
elected as a Director of BATM in
December 2024. He has extensive
executive and board experience
across
multiple
industries,
including nine years as a director
of Bank Leumi, the largest banking
corporation in Israel, and being elected Chairman of the
board in October 2023 for the ﬁnal year of his tenure. At
Bank Leumi, he was a member of the board’s audit, risk
management, credit, technology and strategy committees.
Dr. Ben Zvi is currently a director of Protalix Biotherapeutics
(NYSE American: PLX) and previously of Sol-Gel Technologies
(NASDAQ: SLGL) and VBL Therapeutics (NASDAQ: VBLT). From
2004 to 2014, he held a number of managerial positions at
Teva Pharmaceuticals (NASDAQ and TASE: TEVA), including
Vice President of Strategy and Vice President of Finance.
Skills and experience
Dr. Ben Zvi brings to the Board extensive experience
in ﬁnance and strategy management as well as a deep
understanding of corporate governance, including for
international public companies.
Committee membership
A
R
N
RB
ANNUAL REPORT & ACCOUNTS 2024
29
Corporate Governance Report
The Company is committed to high standards of corporate
governance and the Board is accountable to the Company’s
shareholders for such governance. The Board carefully reviews
all new regulations relating to the principles of good corporate
governance and practice and endeavours to apply them where
applicable. It also carefully reviews any comments received
from independent reviewing agencies and shareholders and
communicates with them directly. The Company believes that
the combination of the experience of its Chairman, Dr. Gideon
Chitayat, with the experience and expertise of its Executive
and Non-executive Directors, provides the Company with
the relevant leadership to address its position as an Israeli
company that is traded on the London Stock Exchange and
which is also traded on the Tel Aviv Stock Exchange. The
Company's governance contributes to the delivery of its
strategy through the combination of the ongoing leadership
of the Executive Directors in the Company's day-to-day eﬀorts
to deliver its strategy and the monitoring and guidance of the
Chairman and the Board in periodical meetings as well as
ad-hoc meetings when a speciﬁc issue requires the attention
and guidance of the Board.
CORPORATE GOVERNANCE FRAMEWORK
The Board has delegated the daily operational management
of the business to the CEO, and holds him to account
for his responsibilities. Business risks and opportunities
are assessed primarily through the leadership of the
Executive Directors (one of whom currently serves as the
Group Risk and Opportunity Manager) in consultation with
managers within the Group's divisions. The Board also
operates through several committees: Audit, Remuneration,
Nomination and Responsible Business. Executive Directors
serve as directors in Group subsidiaries. The Board receives
a Group-wide overview of the Group’s activities, including
risks and opportunities, in the CEO’s overview in the
quarterly meetings of the Board. The Board of the Group
is able to validate the information that it receives from the
Executive Directors via the internal auditor (as deﬁned under
Israeli law) and the external auditors' audit of the annual and
interim reports. BATM’s corporate governance structure is
shown in the diagram below.
THE BOARD
During 2024, the Board consisted of the Chairman, two
Executive Directors (Moti Nagar, CEO, and Ran Noy, CFO)
and four Non-executive Directors, with the appointment of
Shmuel Ben Zvi as a ﬁfth Non-executive Director occurring
in December 2024. Two of the Non-executive Directors
are deﬁned as ‘external directors’ under Israeli law. All the
Directors bring a broad and valuable range of skills and
experience to the Group (their biographical details are set out
on pages 25 to 28). The division of responsibilities between
the Chairman, CEO and other Directors is clearly established,
and no individual has unrestricted powers of decision.
Audit
Committee
Internal
Auditor
Remuneration
Committee
Responsible
Business
Committee
Nomination
Committee
Shareholders
Appointment
and review
Reporting &
accountability
Reporting
Reporting
Board of Directors of the Group
•
Chairman
•
Non-executive Directors
•
External Directors*
•
Executive Directors
Reporting &
accountability
Appointment,
review and
approval
Executive Directors of the Group
(CEO & CFO)
* As deﬁned under Israeli law
ANNUAL REPORT & ACCOUNTS 2024
30
CORPORATE GOVERNANCE
MATTERS RESERVED FOR THE BOARD
The Israeli Companies Law, which applies to the Company,
sets out and deﬁnes the responsibilities and duties of, and
areas of decision for, the Board. These include preparation
and approval of ﬁnancial statements; distributions (dividends
and
buy-backs);
long-term
objectives
and
commercial
strategy; appointment, removal and compensation of senior
management; major investments; risk management; corporate
governance; engagement of professional advisers; political
donations; internal control arrangements; and additional
responsibilities and duties as deﬁned in the Israeli Companies
Law and the Company’s Articles of Association. The ultimate
responsibility for reviewing and approving the annual report
and ﬁnancial statements, and for ensuring that they present a
balanced assessment of the Company’s position, lies with the
Board. These provisions have been fully complied with.
BOARD AND COMMITTEE MEETINGS
In compliance with Israeli company legislation, the Board
meets at least four times a year in formal session. Prior to
each meeting, the Board is furnished with information in a
form and quality appropriate for it to discharge its duties
concerning the state of the business and performance. The
Chairman met with Non-executive Directors, without the
Executive Directors present, during the year.
DIVISION OF RESPONSIBILITIES
The responsibilities of the Chairman, CEO and other Directors
are clearly set out and deﬁned under Israeli Companies Law
and the Company's Articles of Association, with no individual
having unrestricted powers of decision.
The Chairman is responsible for the leadership of the Board,
while the responsibility for the day-to-day management
of the Group has been delegated to the CEO. The CEO is
supported by the executive management team, which
is responsible for making and implementing operational
decisions and for making recommendations to the Board.
INDEPENDENCE
Mr. Locker, Prof. Shalev and Dr. Shaﬀerman qualify as
"Independent Directors" as this term is deﬁned in the
Israeli Companies Law. The Board considers that the
aforementioned directors in addition to Dr. Gideon Chitayat
and Dr. Shmuel Ben Zvi are independent in accordance with
the UK Corporate Governance Code, being independent in
character and judgment. The interests of the Directors in the
Company and their shareholdings are set out on pag
e 55.
All directors are subject to annual re-election by shareholders
at the Annual General Meeting, except the external directors
– being Harel Locker and Prof. Varda Shalev – who, in
accordance with Israeli law, cannot be subject to annual
re-election (but the law does allow for their removal from
oﬃce if certain conditions are met). External directors under
Israeli law are appointed for a minimum of one three-year
term, which may be extended by the Company (subject
to shareholder approval) for no more than two additional
terms of three years each.
Meeting attendance
Director
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Responsible
Business
Committee
Dr. Gideon Chitayat, Chairman
(1)
9/9
-
-
3/3
4/4
Moti Nagar, CEO
(1)
9/9
-
-
-
4/4
Ran Noy, CFO
(1)
9/9
-
-
-
-
Harel Locker, SID
9/9
6/6
5/5
3/3
4/4
Dr. Zvi Marom, NED
9/9
-
-
-
-
Prof. Varda Shalev, NED
9/9
6/6
5/5
3/3
4/4
Dr. Avigdor Shaﬀerman, NED
9/9
6/6
5/5
3/3
4/4
Dr. Shmuel Ben Zvi, NED
(2)
1/1
-
-
-
-
(1) The Chairman and/or Executive Directors attend parts of certain meetings of the Audit and Remuneration Committees at the request of
the Committee or when the Committee Chair decides that they are required for the presentation of certain subjects.
(2) Appointed to the Board on 19 December 2024.
ANNUAL REPORT & ACCOUNTS 2024
31
DIVERSITY
The Group operates open and inclusive hiring and staﬀ
management
practices,
and
encourages
employment
of people drawn from a wide range of socioeconomic
backgrounds. At present, it does not have a formal diversity
policy due to the requirements of the Israeli Law of Equal
Opportunity at Work (1988) (see ‘Diversity, Equality &
Inclusion’ on page 15). However, it appreciates its importance
and intends to explore the ability to produce a policy that
complies with Israeli law. The Board evaluates and reviews its
structure, size and composition on a continual basis, including
its balance of skills, knowledge, experience and diversity, while
factoring in the Group’s strategy, risk appetite and future
development.
Regarding Board composition, the Company is subject to the
mandatory provisions of the Israeli Corporation Law, which
sets rules regarding board diversity. According to section
239(d) of the law, if at the time of appointing an external
director all the current directors are of the same gender,
the appointed director should be of the other gender. The
Company complies with this provision. Regarding a senior
position being held by a woman, it is intended that Prof. Varda
Shalev will assume the role of Senior Independent Director
following Mr. Locker completing his third three-year term of
as an External Director during 2025. Regarding a member
of the board being from a minority ethnic background,
inquiries regarding a person's ethnic background or
references thereto are considered inappropriate in the
Israeli culture and may also be considered inconsistent
with law or regulation. As a company incorporated in Israel,
BATM is subject to the Israeli Law of Equal Opportunity at
Work (1988), which forbids discrimination on the basis of
(among others) race, nationality, state of origin and gender,
including in hiring job candidates. The law states that if an
employer asks an employee or candidate for such details,
it will be assumed that the employer has violated the non-
discrimination provision. The Group operates in compliance
with this law.
As at 31 December 2024, gender representation on BATM’s
board and executive management team was as shown in
the table below.
EFFECTIVENESS & EVALUATION
The Board’s members have a wide breadth of experience
in areas relating to the Company’s activities, including in
leadership, management, business development, technology
(especially in the bio-medical and diagnostics areas), ﬁnance,
entrepreneurship and risk management. All of the Directors
are of a high calibre and standing. The Board is of the
opinion that each of its members has the skills, knowledge,
aptitude and experience to perform the functions required
of a director of a listed company and that the Board is
comprised of a good balance of Executive and Non-executive
Directors to ensure it performs its duties eﬀectively. Further
biographical details can be found on pages 25 to 28.
The Nomination Committee is responsible for succession
planning and conducting the process to appoint new Board
members. However, ultimately, the appointment of any new
Director is a matter for the shareholders at a general meeting.
Non-executive Directors are advised on appointment of
the time required to fulﬁl their role. The Company’s two
External Directors, as deﬁned under Israeli law, being
Harel Locker and Varda Shalev, have signiﬁcant additional
appointments, which is customary in Israel owing to the ﬁxed
nature of remuneration and tenure of External Directors. In
addition, the Board considers their broader involvement in
the business community to be of beneﬁt to BATM and it is
satisﬁed that the Chairman and each of the Non-executive
Directors, including the External Directors, are able to devote
suﬃcient time to the Company’s business.
During the year, the Board undertook an internal evaluation
of its own performance and that of its committees and
individual Directors. Individual evaluation aims to show
whether each Director continues to contribute eﬀectively
and to demonstrate commitment to the role (including
commitment of time for Board and committee meetings and
other duties).
Board & executive management diversity
Number of
board members
Percentage
of the
board
Number in
executive
management
Percentage of
executive
management
Male
7
87
35
73
Female
1
13
13
27
Corporate Governance Report
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
32
CORPORATE GOVERNANCE
INDUCTION
The induction of newly elected Directors into oﬃce is
the responsibility of the Chairman of the Board. The new
Directors meet with senior members of management who
present the Company and its activities, and receive a guided
tour of the Company’s corporate headquarters.
INFORMATION AND SUPPORT
Prior to each Board meeting, the Directors are furnished
with information in a form and quality appropriate for
them to discharge their duties concerning the state of
the business and performance. The Directors periodically
receive a detailed operating report on the performance of
the Company in the relevant period, including a consolidated
statement of ﬁnancial position. A fuller report on the
trading and quarterly results of the Company is provided
at every quarterly Board meeting. Once per year, a budget
is discussed and approved by the Board for the following
year. All Directors are properly briefed on issues arising at
Board meetings and any further information requested by a
director is always made available.
The Company Secretary, Yair Livneh, is present at every Board
meeting and Board committee meeting. All of the Directors
have access to Mr. Livneh’s services. In accordance with the
Israeli Companies Law, in special cases the Directors may take
independent professional advice at the Company’s expense
in furtherance of their duties, if the Company’s cover of the
costs is approved by the Board or by a court of law.
BOARD COMMITTEES
The Board has appointed an Audit Committee, a Remuneration
Committee and a Nomination Committee to deal with speciﬁc
aspects of the Company’s aﬀairs and ensures that each such
committee is fully constituted and operates as required
under the Israeli Companies Law. In addition, the Board has
appointed a Responsible Business Committee to deal with
social, environmental, health and safety practices, diversity and
similar matters with respect to the way the Company conducts
itself. The composition of the aforementioned committees and
an overview of their activities are as detailed below.
Audit Committee
Members:
Harel Locker (Chair), Prof. Varda Shalev and Dr.
Avigdor Shaﬀerman
The Audit Committee meets at least four times a year. The
membership of the Audit Committee consists of independent
Non-executive Directors. The Board has considered the
requirements of the UK Corporate Governance Code with
respect to the composition of audit committees and is
satisﬁed that all members of the Audit Committee have
recent and relevant ﬁnancial experience and that the
Committee as a whole has competence relevant to the
sectors in which the Group operates.
The Audit Committee has been delegated responsibility
for ensuring the ﬁnancial performance of the Company is
properly reported on and reviewed and for the monitoring
of the external auditor, the internal auditor and oversight of
internal controls. Further details on the Audit Committee’s
responsibilities and main activities are set out in the Audit
Committee Report on pages 36 to 38.
Remuneration Committee
Members:
Prof. Varda Shalev (Chair), Harel Locker and Dr.
Avigdor Shaﬀerman
The Remuneration Committee has responsibility for making
recommendations to the Board on the Company’s policy
on staﬀ remuneration and is authorised to decide whether
to approve remuneration of Oﬃce Holders (as designated
under Israeli Companies Law), including the Chairman of the
Company and Executive Directors (including pension rights
and any compensation payments). The membership of the
Remuneration Committee consists of independent Non-
executive Directors.
Further
details
on
the
Remuneration
Committee’s
responsibilities
and
activities
can
be
found
in
the
Remuneration Committee Report on pages 39 to 40
(within the Directors’ Remuneration Report). Information
on the Company’s policy regarding the setting of Directors’
remuneration, together with the remuneration of Directors,
is set out in the Directors’ Remuneration Report on pages
39 to 57. The Company’s current remuneration policy
as recommended by the Remuneration Committee was
approved at the Annual General Meeting of the Company on
19 December 2024. The remuneration policy is more fully
explained in the Directors’ Remuneration Report.
Nomination Committee
Members:
Dr. Gideon Chitayat (Chair), Prof. Varda Shalev,
Harel Locker and Dr. Avigdor Shaﬀerman
The membership of the Nomination Committee consists
of independent Non-executive Directors. In line with the
Committee's terms of reference, the Chairman of the Board
acts as chair of the Committee. During the year, the Nomination
Committee met on three occasions where it discussed, and
recommended to the Board, the appointment of a new Non-
executive Director.
The Nomination Committee is speciﬁcally tasked with assessing
the process utilised by the Company in relation to Board
appointments and in monitoring diversity during the recruitment
process and in the context of the resulting appointment
made. During the process, the Nomination Committee
considers the role and capabilities required for a particular
appointment, with consideration given to the balance of skills,
experience, independence and knowledge on the Board. Board
appointments are made on merit, having due regard, amongst
other things, to the beneﬁts of diversity on the Board. The
Nomination Committee considers the skills, experience and
expertise of a potential candidate against the needs of the
Company, and presents its recommendations to the Board.
ANNUAL REPORT & ACCOUNTS 2024
33
Responsible Business Committee
Members:
Dr. Gideon Chitayat (Chair), Moti Nagar, Harel
Locker, Prof. Varda Shalev and Dr. Avigdor Shaﬀerman
The primary role of the Responsible Business Committee is
to assist the Board in:
l
understanding the views of key stakeholders in the Company;
l
understanding the Company’s impact on community and
environment;
l
assessing and monitoring climate-related risks and
opportunities; and
l
ensuring that the Board is aware of the processes used
by the Company in engaging with its key stakeholders.
The interests of the Company's key stakeholders, as well as
the likely consequences of any decisions in the long term, the
interests of the Company's employees, the need to foster the
Company's business relationships with suppliers, customers
and others, the impact of the Company's operations on
the community and the environment, the desirability of the
Company maintaining a reputation for high standards of
business conduct, and the need to act fairly between members
of the Company, have been considered in Board discussions
and decision-making through discussions in the Responsible
Business Committee; through the participation of external and
independent directors who bring external perspectives to the
Board discussions; through the incorporation of environmental
aspects into the Group's Risks and Opportunities Management
Framework;
and
through
the
Company's
general
risk
management system, which includes management of risks
related to employees, suppliers, customers and reputation.
The duties of the Responsible Business Committee pursuant
to its terms of reference are:
l
to assess and monitor culture to ensure alignment with
the Company’s purpose, values and strategy;
l
to be responsible for interaction and engagement with the
workforce on behalf of the Board, as and when relevant;
l
to oversee, monitor and help generate the Company’s
health and safety systems and practices; and
l
to help the Board understand the impact of the Company’s
operations on the community and environment.
The Responsible Business Committee met on four occasions during
the year where it discussed the disclosure recommendations of
the former Taskforce on Climate-related Financial Disclosures, the
Group’s management development programme and the Israeli
Securities Authority's report on audit regarding disclosure and
reporting of environmental risks in public companies.
RELATIONS WITH SHAREHOLDERS AND
SIGNIFICANT SHAREHOLDERS
Communication with shareholders is given high priority.
The half-yearly and annual results are intended to give a
detailed review of the business and developments, and
are available on the Company’s website to all shareholders.
Printed copies of the full Annual Report are made available
on request. The Company solicits regular dialogue with
institutional
shareholders
(other
than
during
closed
periods) to understand shareholders views. The Board also
uses the Annual General Meeting to communicate with all
shareholders and welcomes their participation. Directors
are available to meet with shareholders at appropriate
times. The Company is committed to having a constructive
engagement with its shareholders. During 2024, the CEO
and CFO attended over:
l
19 scheduled meetings with UK-based investors (including
four group meetings/presentations); and
l
19 scheduled meetings with Israel-based investors.
The Chairman of the Board (as well as the CEO, CFO and
a Non-executive Director) attended the Annual General
Meeting. He also met with certain signiﬁcant shareholders
during the year without the Executive Directors present.
As of 31 December 2024, to the best of the Company’s
knowledge, the following persons or entities had a signiﬁcant
holding of BATM ordinary shares:
l
Lombard Odier Investment Managers – 29.77%
l
Dr. Zvi Marom, Non-executive Director and founder – 22.17%
l
Herald Investment Management – 4.21%
l
Canaccord Genuity Wealth Management – 3.63%
CULTURE AND CONFLICTS
The Board also works to ensure that within the Group
there exists a culture that is free from discrimination
and harassment in any form. The Board ensures that the
Company complies with Israeli legislation known as the
Israeli Equal Rights for People with Disabilities Law, 5748-
1988 to ensure that appropriate consideration is given
to employees with disabilities. The Company is also in full
compliance with Israeli legislation known as the Law of Equal
Opportunity at Work, 1988, which requires an employer
not to discriminate amongst employees on account of sex,
sexual tendencies, personal status and various other forms
of discrimination.
Corporate Governance Report
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
34
CORPORATE GOVERNANCE
During the year, the Group initiated a series of roundtable discussions where groups of employees (with each group consisting
of c. 12 employees) engaged directly with the CEO and the VP of HR. These sessions, held across diﬀerent locations, provided
an open forum for employees to voice their thoughts, contribute ideas and discuss business challenges and opportunities. In
addition, the Board received a presentation from the VP of HR regarding a management development programme.
Throughout 2024, the Company complied with procedures in place for ensuring that the Board’s powers to authorise conﬂict
situations operated eﬀectively and this has also been considered at a committee level where appropriate. During 2024, no
conﬂicts arose that required the Board to exercise authority or discretion in relation to such conﬂicts.
ANNUAL GENERAL MEETING
The 2024 Annual General Meeting (“AGM”) was held on Thursday 19 December 2024. The results of voting were published via
the Regulatory News Service and on the Company’s website at www.batm.com. The Chairman, CEO, CFO and a Non-executive
Director attended the AGM in person.
At the 2024 AGM, the resolution to appoint Dr. Shmuel Ben Zvi (resolution 10) as a Non-executive Director was passed with
a majority of 66.60%. As a result, and in accordance with provision 4 of the UK Corporate Governance Code, the Company
has subsequently engaged with those shareholders who voted against the resolution. The votes against included those of
a signiﬁcant shareholder – excluding which, the resolution would have passed with a majority of 97.91%. Accordingly, the
views of the individual shareholder are not representative of the Company’s shareholder base as a whole. The Company
understands that the individual shareholder voted against resolution 10 on the basis that they believe the Board would
beneﬁt from the addition of a director with knowledge and experience in the networking and
encryption markets. The
Company explained that they believe Dr. Ben Zvi was the best candidate overall based on his other attributes. The Board
takes multiple factors into consideration when assessing prospective candidates, including their experience in industries
relevant to the Group’s activities, and will continue to do so.
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
Shareholders can ﬁnd information on how the Company has applied the principles of the 2018 UK Corporate Governance
Code (the "Code") as follows:
Board leadership and company purpose
Page reference
Chairman’s Statement
4
Business Model
5
Strategy
6
Chief Executive Oﬃcer's Review
7-9
Corporate Governance Report
29-35
Stakeholder Engagement
10-11
Division of responsibilities
Matters reserved for the Board and Board and Committee Meetings
30
Division of Responsibilities
30
Board Committees
32-33
Composition, succession and evaluation
Directors’ Biographies
25-28
The Board
29
Eﬀectiveness & Evaluation
31
Nomination Committee
32
Audit, risk and internal control
Audit Committee Report
36-38
Risk Management
22-24
Remuneration
Directors’ Remuneration Report
39-57
ANNUAL REPORT & ACCOUNTS 2024
35
Corporate Governance Report
CONTINUED
Provision
Exception and explanation
18
All directors should be subject to
annual re-election.
In accordance with Israeli law, the Company is required to appoint at least
two independent non-executive directors (deﬁned as ‘external directors’
within Israeli law), who must be appointed for a minimum of one three-
year term. Mr. Harel Locker and Prof. Varda Shalev are classiﬁed as
external directors and cannot be subject to annual re-election (however,
the Israeli Companies Law does provide grounds for removing an external
director from oﬃce). All other members of the Board are subject to annual
re-election.
19
The chair should not remain in post
beyond nine years from the date of
their ﬁrst appointment to the board.
As of June 2024, Dr. Gideon Chitayat, Chairman, has served on the Board
for 14 years - ten of these as Chairman. Dr. Chitayat was appointed to
the Board as an independent Non-executive Director and the Board
continues to consider him as independent in character and judgement.
His knowledge of the business and the understanding of its various
components, which is built on his experience, combined with his
independence of mind, enables a critical review of strategy and operations.
In addition, his vast business experience, expertise and knowledge of
directing large business organisations within Israel is a valuable resource
for the Board and the Company as a whole. As a result, the Board believes
that Dr. Chitayat remaining as Chairman is in the best of interests of the
Company and of shareholders.
21
A regular externally facilitated board
evaluation.
Externally facilitated Board evaluation is not common practice in the Israeli
corporate business environment. The Company performed an internal
Board evaluation.
The Board considers that, during 2024, the Company complied with the provisions set out in the Code with the exception of
the matters referred to below:
ANNUAL REPORT & ACCOUNTS 2024
36
CORPORATE GOVERNANCE
Audit Committee Report
Dear Shareholder
I am pleased to present the Audit Committee report for
2024. I trust that this report will provide you with an insight
into our work, the matters handled and the focus of the
Audit Committee’s deliberations during the year.
MEMBERSHIP AND ATTENDANCE
The members of the Audit Committee are:
l
Harel Locker (Chairman), Senior Independent (Non-
executive) Director ("external director" as this term is
deﬁned in Israeli Companies Law)
l
Prof. Varda Shalev, Non-executive Director ("external
director")
l
Dr. Avigdor Shaﬀerman, Non-executive Director
("independent director" as this term is deﬁned in Israeli
Companies Law)
The Audit Committee members are independent Non-
executive Directors of the Company, with diverse skills
and ﬁnancial and/or related business experience gained in
senior positions in a range of organisations relevant to the
sectors in which BATM operates. The Board is satisﬁed that I,
as Chairman, have recent and relevant ﬁnancial experience,
including having been Chairman of the Audit Committee
from joining the Board in 2016 until 22 December 2020
(and, thereafter, remained a member until resuming the role
of Chairman on 28 November 2021).
The Audit Committee meets at least twice a year, and always
prior to the announcement of interim or annual results. The
external auditors and internal auditor are invited to attend
all meetings to ensure that all the information required by
the Audit Committee is available for it to operate eﬀectively
and the Audit Committee reports back to the Board. The
Audit Committee also meets with representatives of the
Company’s external auditors at least twice per year (with
executive oﬃcers present) and raises any issues it has with
the review and/or audit carried out by the external auditors
and comments on speciﬁc issues it believes the auditors
should be focusing on when required. The Chairman and/or
Executive Directors attend parts of certain meetings of the
Audit Committee at the request of the Committee or when
the Committee Chair decides that they are required for the
presentation of certain subjects.
The Company Secretary is secretary to the Audit Committee.
During the year, there were six meetings of the Audit
Committee, which were attended by all members.
GOVERNANCE AND COMPLIANCE
The Audit Committee adheres to the functions and
requirements prescribed to it by the Israeli Companies
Law and Israeli Regulations as well as to the speciﬁc Terms
of Reference adopted by the Board for this committee and
takes account of the relevant provisions of the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority ("FCA") and the UK Corporate Governance Code.
The Chairman of the Audit Committee maintains close
contact on a regular basis with the key people involved in the
Company’s governance.
RESPONSIBILITIES AND ACTIVITIES
The Audit Committee’s responsibility is to, among other
things, ensure that the ﬁnancial information published by
the Group properly presents its activities to stakeholders in
a way that is fair, balanced and understandable; monitor the
scope and results of the external and internal audit; review
whistleblowing procedures; consider compliance with legal
requirements, accounting standards and the Listing Rules of
the FCA; and advise the Board on the requirement to maintain
an eﬀective system of internal controls. The Committee also
keeps under review the independence and objectivity of the
Group’s external auditors, value for money of the audit and
the nature, extent and cost-eﬀectiveness of the non-audit
services provided by the auditors. Pursuant to section 117
(6) of the Israeli Companies Law, the Audit Committee is
responsible to ﬁx procedures and policy for whistleblowing
and to oversee these procedures.
In 2024, the Audit Committee’s activities included:
l
Examining the Annual Report for the year to 31 December
2023 and the Half-year Report for the six months to 30
June 2024 and discussing them with management and
the external auditor to assess whether the reports, taken
as a whole, were fair, balanced and understandable prior
to recommending these to the Board for approval.
l
Reviewing and challenging areas of signiﬁcant risk and
judgement and the level of disclosure.
l
Challenging the assumptions and analysis produced by
management in relation to the Company’s going concern
basis of preparation, the long-term viability statement
and associated risk assumptions, the accounting policies
and disclosures, the ﬁnancial reporting issues and the
assumptions and adjustments made.
l
Reviewing and approving the ﬁnancial results for the ﬁrst
and third quarters of 2024.
ANNUAL REPORT & ACCOUNTS 2024
37
l
Reviewing the ﬁndings of the internal audit work and
the follow-ups of reviews done in the previous year and
considering the internal audit work plan for the following
year.
l
Reviewing the eﬀectiveness of the Group’s internal
controls and disclosures made in the Annual Report and
Financial Statements.
INTERNAL AUDIT, INTERNAL CONTROL AND RISK
MANAGEMENT
During 2024, the Company continued to follow the
processes for identifying, evaluating and managing the
signiﬁcant risks faced by the Group in accordance with
its Risk and Opportunity Management Framework as
described in the Risk Management section on page
22. Principal controls are ultimately managed by the
Executive Directors,
including alongside regular review
by management and the Board of the operations and the
ﬁnancial statements of the Company.
The Executive Directors, as part of the Board, have overall
responsibility for ensuring that the Company maintains
adequate systems of internal control and for determining
the nature and extent of principal risks. The Board
conﬁrms that it has carried out, during 2024, a robust
assessment of such risks accordingly, including those
that would impact the Company’s business model, future
performance, solvency or liquidity, and have considered
how they are to be mitigated.
In accordance with the Israeli Companies Law, the
Company retains the services of an independent
qualiﬁed internal auditor. Each year, the Audit Committee
reviews with the internal auditor potential risks and a
proposed plan for their scope of work. Each year the
Audit Committee usually selects at least two areas of the
Company’s operations on which it requests the internal
auditor to focus and prepare an internal audit report
with recommendations. Following the completion of each
report, the internal auditor sends it to all the Directors
and presents their ﬁndings to the Audit Committee.
The Audit Committee then reports to the Board on
any major ﬁndings together with the internal auditor’s
recommendations for improving controls and corporate
responsibility and the Board instructs management to
implement the recommendations. During the year under
review, the internal auditor presented a report to the
Audit Committee on procedures regarding authorised
signatories in operating entities of the Group
.
The key features of the ﬁnancial controls of the Company
include a comprehensive system of ﬁnancial reporting,
budgeting
and
forecasting,
and
clearly
laid
down
accounting policies and procedures. The main elements
of internal control currently include:
l
Operating Controls: The identiﬁcation and mitigation
of major business risks on a daily basis is the
responsibility of the Executive Directors and senior
management. Each business function within the Group
maintains controls and procedures, as directed by
senior management, appropriate to its own business
environment while conforming to the Company’s
standards and guidelines. These include procedures
and guidelines to identify, evaluate the likelihood of and
mitigate all types of risks on an ongoing basis.
l
Information and Communication: The Group operating
procedures include a comprehensive system for
reporting ﬁnancial and non-ﬁnancial information to
the Directors. Financial projections, including revenue
and proﬁt forecasts, are typically reported on a
monthly basis to senior management compared with
corresponding results for previous periods. The central
process for evaluating and managing non-ﬁnancial risk
is primarily through meetings of Executive Directors
and/or the Group Risk and Opportunity Manager with
the business unit leaders.
l
Finance
Management:
The
ﬁnance
department
operates within procedures approved by the Directors
and the Chief Financial Oﬃcer. Expenditures are tightly
controlled with stringent approvals required based
on amount. Duties such as legal, ﬁnance, sales and
operations are also segregated to minimise risk.
l
Insurance: Insurance coverage is provided externally
and depends on the scale of the risk in question and
the availability of coverage in the external market.
The process by which the Audit Committee has monitored
and reviewed the eﬀectiveness of the system of internal
controls and risk management during the year has included:
l
reviewing
the
Company's
Risk
and
Opportunity
Management Framework and the way it was activated
during the year, the risks that were identiﬁed,
quantitative assessment of the risks, details of the risks
and mitigation measures;
l
reviewing any control matters identiﬁed by Brightman
Almagor Zohar & Co. and challgening management on
the application of controls to gain assurance on their
eﬀectiveness; and
Audit Committee Report
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
38
CORPORATE GOVERNANCE
l
reporting to, and updating, the Board on the risk and
control within the Group.
The Audit Committee is satisﬁed that the Group's
framework of internal control systems has continued to
operate eﬀectively throughout 2024.
EXTERNAL AUDITOR AND INDEPENDENCE
Brightman Almagor Zohar & Co., a Firm in the Deloitte
Global Network, serves as the Group’s auditor. The Audit
Committee as well as the Directors review and assess on
an annual basis, the performance of the external auditors,
their independence and the reasonableness of their audit
fees as compared with peer tier 1 accountancy oﬃces in
Israel, and make recommendations to be brought forward
to the shareholders’ meeting as to the appointment, or
reappointment, or replacement of the external auditors of
the Group. While the Audit Committee as part of its activity
reviews and monitors the external auditor’s independence
and objectivity, there is no requirement under Israeli law
and regulations to have maximum terms for auditors.
Rotation of external auditors is not accepted practice in
the Israeli market and the Company is not subject to EU
audit regulations that relate to rotation of the external
auditors. However, to facilitate auditor independence,
based on the IESBA Code, the audit engagement partner
must be rotated after no more than seven years of service
in that role. The most recent audit partner rotation
occurred in 2022. The Audit Committee has discussed
with the external auditors their independence, and has
received and reviewed written disclosures from the
external auditors regarding independence.
In addition, the Financial Reporting Council (the “FRC”)
conducted an inspection of the audit by Brightman
Almagor Zohar & Co. of our ﬁnancial statements for the
year ended 31 December 2023, covering risk assessment
and planning, execution of the audit plan, and completion
and reporting, including the quality of communication
with the Audit Committee. The FRC assessed the audit
as ‘Good’, which is the highest assessment level, with no
matters to address.
NON-AUDIT SERVICES
Non-audit work is generally put out to tender. In cases
which are signiﬁcant, the Company engages another
independent ﬁrm of accountants to provide consulting
work to avoid the possibility that the external auditors’
objectivity and independence could be compromised; work
is only carried out by the external auditors in cases where
they are best suited to perform the work, for example, tax
compliance. However, from time to time, the Company
will engage the external auditors on matters relating to
acquisition accounting and due diligence (the scope of
which is limited), thus ensuring the continued objectivity
and independence of the external auditors.
In order to safeguard the independence and objectivity
of the external auditor, the Audit Committee reviews the
nature and extent of the non-audit services supplied, and
receives reports on the balance of audit to non-audit fees.
For 2024, the external auditor provided $34k of non-audit
work (2023: $33k). Fees paid to Brightman Almagor Zohar
& Co. are set out in note 9 to the ﬁnancial statements.
Harel Locker
Audit Committee Chairman
7 April 2025
ANNUAL REPORT & ACCOUNTS 2024
39
REMUNERATION COMMITTEE REPORT
Dear Shareholder
The Board is pleased to present the Remuneration
Committee's Report for the year ended 31 December 2024.
The main purpose of the Remuneration Committee is to design
appropriate remuneration packages to attract, retain and
motivate senior executives and managers of the experience
and expertise required to run the Company successfully.
The Remuneration Committee reviews and considers the
remuneration of, amongst others, the CEO, CFO, Executive
and Non-executive Directors and senior management.
The Remuneration Committee ensures that a remuneration
framework is established and implemented that addresses
the need of the Company to attract, retain and motivate such
executives and managers, while considering and managing
business risks and ensuring the Company's remuneration
policy facilitates, so far as possible, the Company's long-
term strategy and performance and ensures its sustainable
ﬁnancial health.
The Remuneration Committee ensures that the overall
remuneration strategy adopted by the Company remains
aligned
with
the interests of
its
shareholders. The
Remuneration
Committee,
when
necessary,
engages
external executive remuneration advisers to give it guidance
regarding the accepted levels of salary, bonuses and long-
term incentives ("LTIs") payable by similar sized companies
listed on the London Stock Exchange and the Tel Aviv Stock
Exchange to its CEO, CFO and other senior executives and
ensures that the level of remuneration oﬀered to its senior
executives is both fair and reasonable.
INTRODUCTION
The Directors’ Remuneration Report sets out BATM's
executive
remuneration
policy
and
details
Directors'
remuneration and beneﬁts for the ﬁnancial year under
review. The Company is incorporated in Israel, and the
Company's current Remuneration Policy and Guidelines
(the "Policy”) came into eﬀect after its approval by a majority
vote of shareholders, as prescribed in section 267A (b) of
the Israeli Companies Law, 1999 (“Companies Law”), at the
Annual General Meeting (“AGM”) held in December 2024. The
Policy has been eﬀective from the date of its approval and is
intended to operate for a period of three years. Accordingly,
for the majority of the year under review, the applicable
Remuneration Policy was that approved by shareholders at
the AGM held in December 2021.
THE REMUNERATION COMMITTEE’S RESPONSIBILITIES
The BATM Remuneration Committee (the “Committee”)
was established by the Board of Directors of the Company
and operates in accordance with the functions set forth in
the Israeli Companies Law and UK corporate governance
expectations. This is a separate independent Committee
comprised of external independent directors who are
appointed by the shareholders' meeting.
The Committee’s responsibilities and duties are:
(1)
Recommending for approval to the Board the framework
or broad policy for the remuneration of the Company's
Chairman of the Board, CEO, Executive Directors, Non-
executive Directors and other senior management and
Oﬃce Holders (as deﬁned in the Israeli Companies Law)
("Remuneration Policy");
(2)
Recommending appropriate remuneration packages and
service contracts of the Executive Directors and Oﬃcers,
reviewing the ongoing appropriateness and relevance of
the Remuneration Policy, recommending to the Board
updates of the Policy, and monitoring its application;
(3)
Determining whether to approve remuneration of Oﬃce
Holders;
(4)
Exempting the remuneration of a candidate for the role
of CEO from the approval of the general meeting, if the
remuneration is according to the Remuneration Policy,
the candidate is not related to a controlling shareholder
(and if there is no controlling shareholder - to a substantial
shareholder, the Chairman of the Board, the CEO or
the CFO), and the Committee found that bringing the
remuneration for the approval of the general meeting will
result in failure of the attempted recruitment of the CEO
candidate;
(5)
Recommending and determining the goals for all
performance-related
remuneration
oﬀered
by
the
Company and approving the total annual payments made
under such schemes;
(6)
Reviewing the design of all long-term incentive schemes,
such as options and equity awards, and recommending
these for approval by the Board and, if and when required
by law, by the shareholders; and
(7)
Reviewing the CEO's compensation policies for Oﬃce
Holders.
The Committee’s terms of reference are available on the
Company’s website and are available in hard copy on request
from the Company Secretary.
Directors’ Remuneration Report
ANNUAL REPORT & ACCOUNTS 2024
40
CORPORATE GOVERNANCE
KEY ACTIVITIES DURING THE YEAR
There were ﬁve meetings of the Committee during the
year to 31 December 2024. The Committee undertook the
following activities in this period:
l
Discussed amendments to the Remuneration Policy with
the CEO and recommended its approval to the Board
l
Determining the outcome of the 2023 annual bonus
l
Setting the targets and measures for the 2024 annual
bonus
l
Approving the remuneration of a new Non-executive
Director
l
Approving the remuneration for the role of Chairman of
the Board of the Company
l
Approving and granting long-term incentive awards to
employees and another grantee who is a service provider
l
Approving allocation of shares following vesting of
Restricted Share Units
l
Approving grant of exemption and indemniﬁcation to
Oﬃce Holders (as exemption and indemniﬁcation are
considered remuneration under Israeli Companies Law)
l
Approving the Company's purchase of an Oﬃce Holders'
insurance policy (as Oﬃce Holders' insurance is considered
remuneration under Israeli Companies Law)
STAKEHOLDER VIEWS & ENGAGEMENT
At the AGM in 2024, we proposed three remuneration-
related resolutions - including the approval of the new
Remuneration Policy - which all passed, with an average
approval rating of 95.66% (further detail is provided in the
Annual Report on Remuneration section below). On behalf
of the Committee, I thank shareholders for their support
and look forward to receiving further support at this year's
Annual General Meeting.
Prof. Varda Shalev
Remuneration Committee Chair
7 April 2025
REMUNERATION POLICY
This Remuneration Policy sets out the remuneration policy
of BATM Advanced Communications Ltd (hereinafter – the
"Company") for its executive and non-executive directors,
and Oﬃcers (as that term is deﬁned in section 1 of the Israeli
Companies Law), which includes the CEO and other senior
executives in the Company that report directly to the CEO
of BATM.
The Directors’ and Oﬃcers’ Remuneration Policy (the “Policy”)
was approved by shareholders at the December 2024
Annual General Meeting and took eﬀect from the date of
approval.
In accordance with Israeli law, a policy for a period
of over three years requires approval by the Company's
shareholders at a general meeting every three years. The full
Policy, as approved by shareholders, is provided below.
DIRECTORS’ & OFFICERS' REMUNERATION POLICY
The BATM Remuneration Committee (the “Committee”)
was established by the Board of Directors of the Company
and operates in accordance with the functions set forth in
the Israeli Companies Law and UK corporate governance
expectations.
This is a separate independent Committee
comprised of three external independent directors who are
appointed by the shareholders' meeting.
The Committee's responsibilities and duties are:
(1)
Recommending for approval to the Board the framework
or broad policy for the remuneration of the Company's
Chairman of the Board, Chief Executive Ofﬁcer, executive
directors, non-executive directors and other senior
management and “Ofﬁcers” (as designated under Israeli
Companies Law);
(2) Recommending appropriate remuneration packages
and service contracts of the Executive Directors and
Ofﬁcers, and reviewing the ongoing appropriateness
and relevance of the Remuneration Policy;
(3) Recommending and determining the goals for all
performance-related
remuneration
offered
by
the
Company and approving the total annual payments
made under such schemes;
(4)
Reviewing the design of all long-term incentive schemes,
such as options and equity awards and recommending
these for approval by the Board and, if and when required
by law, by the shareholders.
(5) Reviewing the CEO's compensation policies for the
overall management of BATM.
ANNUAL REPORT & ACCOUNTS 2024
41
Directors' Remuneration Report
CONTINUED
The Committee’s terms of reference are available on the
Company’s website and are available in hard copy on
request from the Company Secretary.
This Remuneration Policy sets out the remuneration policy
of BATM Advanced Communications Ltd (hereinafter – the
"Company") for its executive and non-executive directors,
and Oﬃcers (as that term is deﬁned in section 1 of the
Israeli Companies Law), which includes the CEO and other
senior executives in the Company that report directly to
the CEO of the BATM Group. This policy will be put to a
shareholders' vote at the forthcoming AGM of 2024.
The proposed Remuneration Policy will, if approved by
shareholders, take eﬀect from its approval. The policy
has been developed taking into account the mandatory
provisions of the Israeli Companies Law on directors' and
oﬃcers' remuneration as well as the principles of the UK
Corporate Governance Code 2018. As a UK-listed company
with a premium listing, the Policy also includes certain
voluntary disclosures as set out in UK company law under
the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013.
REMUNERATION PHILOSOPHY AND OBJECTIVES
The Company believes that the most eﬀective Executive
remuneration policy is one that is designed to reward
achievement, to encourage a high degree of performance
and that aligns Executives' interests with those of the
Company and its shareholders while ensuring that
the Company can maintain its ability to attract and
retain outstanding executives for the long-term leading
employees for key positions. The remuneration philosophy
of the Company is to oﬀer Executives remuneration which
is comprised of a mix of ﬁxed annual salary and beneﬁts
and variable performance – through annual bonus and/or
long term equity incentives.
The Company has undertaken an independent review
of executive remuneration and has sought to create an
appropriate balance that takes into account BATM’s Israeli
origins and the pay expectations for a company listed on
the UK Main Market, in particular the structure of variable
pay and good practice expectations. The Committee has
established the following main remuneration objectives:
l
Remuneration should be related to performance on
both a short-term and long-term basis with a portion of a
senior Executive's potential annual bonus and long-term
equity-based remuneration conditional on achievement
of pre-determined performance objectives.
l
The mix of the ﬁxed and performance based variable
remuneration
should
serve
to
encourage
senior
Executives to remain with the Company. The Policy's
components are designed to retain talented executives.
A signiﬁcant element of the Policy is therefore a long-
term equity-based incentive remuneration reward that
vest on a rolling basis over a minimum of three years. As a
way of motivating and retaining executives, the Company
believes that packages should include a meaningful
share component to further align the interests of the
senior Executives with the interests of the shareholders.
l
The overall level of salary, incentives, pension and other
beneﬁts should be competitive (but not excessive)
when compared with other companies of a similar size
and global spread and should be suﬃcient to attract,
retain and motivate Executive Directors and Oﬃcers of
superior calibre in order to deliver long-term objectives.
l
Remuneration
should
be
designed
to
encourage
initiative, innovation and appropriate levels of risk.
It
should be structured to discourage taking excessive
short-term risk without constraining reasonable risk
taking. Therefore, a portion of the incentive variable
remuneration should be linked to longer-term Company
performance.
l
The Policy should ensure transparency and accountability
and encourage a high-performing culture in the Company.
CONSIDERATIONS WHEN DETERMINING
REMUNERATION POLICY
In reviewing our Policy, and in planning for its implementation,
good practice in both Israel and the U.K. has been a key
touchstone. We have been careful to take full account of
the remuneration-related provisions in the UK Corporate
Governance Code (the Code) in our design considerations.
With regard to how we have sought to comply with the six
factors outlined in Provision 40 of the Code for example, we
believe the following are worth noting in particular:
l
Clarity – Our remuneration framework is structured
to support ﬁnancial delivery and the achievement of
strategic objectives, aligning the interests of Executive
Directors and Oﬃcers with those of our shareholders.
Our proposed Policy is transparent and has been
clearly articulated to our shareholders (during prior
consultation).
l
Simplicity – Our remuneration framework adopts the
typical model found in the UK and is straightforward to
communicate and operate.
ANNUAL REPORT & ACCOUNTS 2024
42
CORPORATE GOVERNANCE
l
Risk – Our incentives have been structured to ensure
that they are aligned with the Board’s system of risk
management and risk appetite. Inappropriate risk-taking
is discouraged and mitigated through, for example (i) the
operation of arrangements that provide an appropriate
balance of ﬁxed pay to short- and long-term incentive
pay, (ii) the deferral of a proportion of annual bonus
into shares and the operation of a post-vesting holding
period for the LTIP (which replaces the more geared share
option structure operated previously), (iii) the operation
of signiﬁcant in-employment and post-employment
shareholding guidelines, and (iv) the operation of robust
recovery and withholding provisions.
l
Predictability – Our incentive plans are subject to
individual caps and the Committee has full discretion
to alter the pay-out level or vesting outcome to ensure
payments are appropriately aligned with the underlying
performance of the Company.
l
Proportionality – Ensuring Executive Directors and
Oﬃcers are not rewarded for failure underscores
our approach to remuneration, e.g. the signiﬁcant
proportion of our packages is based on long-term
performance targets linked to the KPIs of the Company,
through our ability and openness to the use of discretion
to ensure appropriate outcomes. There is a clear link
between individual awards, delivery of strategy and our
long-term performance. As mentioned above, formulaic
incentive outcomes are reviewed by the Committee and
may be adjusted having consideration to overall Group
performance
and
wider
workforce
remuneration
policies and practices.
l
Alignment to culture – The Board sets the framework of
KPIs against which we monitor the performance of the
Company and the Committee links the performance
metrics of our incentive arrangements to those KPIs.
We are also keen to foster a culture of share ownership
throughout the Company and operate all-employee
share arrangements in pursuit of this objective.
DIRECTORS’ & OFFICERS' REMUNERATION
POLICY TABLE
The table below sets out the main components of the
proposed Remuneration Policy for executive and non-
executive directors and Oﬃcers (as that term is deﬁned
in section 1 of the Israeli Companies Law), together with
further information on how these aspects of remuneration
operate, subject to approval by shareholders at the 2024
AGM. The existing policy approved at the AGM in 2021 will
remain in eﬀect until shareholders approve the new Policy.
For clarity, the incentive arrangements set out in this policy
will apply from its approval.
The Committee has discretion to amend remuneration
and beneﬁts to the extent described in the table and the
written sections that follow it.
Base Salary
Purpose and link to strategy
To provide competitive ﬁxed remuneration.
To attract and retain Executive Directors and Oﬃcers of superior calibre in order
to deliver long-term business success.
Reﬂects individual experience, achievements, expertise, education, skills, role and
responsibility.
The Committee’s aim is to position salaries around the mid-market level of
companies of a similar size, scale and complexity.
ANNUAL REPORT & ACCOUNTS 2024
43
Directors' Remuneration Report
CONTINUED
Base Salary
Continued
Operation
Normally reviewed annually by the Committee with increases typically eﬀective
from 1 January.
Increases take into account:
l
The executive's skills, experience, education, qualiﬁcations, achievements,
expertise, role and responsibilities
l
Aﬀordability
l
Pay increases for the workforce
l
Performance
l
External market trends
l
Internal diﬀerentials/relativities
l
The value of total remuneration
l
The Committee’s judgement
Signiﬁcant adjustments are infrequent and normally reserved for material changes
in role, a signiﬁcant increase in the size/complexity of the Group, or where an
individual has been appointed on a low salary with an intention to bring them to
market levels over time and subject to performance.
Other factors which will be taken into account will include pay and conditions
elsewhere in the Group, progression within the role, and competitive salary levels
in UK premium-listed and Israeli publicly-listed companies of a broadly similar size
and complexity.
Maximum potential value
Basic salary of Oﬃce Holders that report directly to the CEO will be capped at 80%
of the CEO's basic salary.
The normal approach will be to limit increases to the average level across the
wider workforce, though increases above this level may be awarded subject to
Committee discretion to take account of certain circumstances, such as those
stated under ‘Operation’.
On recruitment or promotion, the Committee will consider previous remuneration
and pay levels for comparable companies (for example, companies of a similar size
and complexity, industry sector or location), when setting salary levels.
This may
lead to salary being set at a lower or higher level than for the previous incumbent.
The Committee also takes into account the ratio between the total remuneration
of the applicable Executive Director and/or Oﬃcer and the salary of all other
employees in the Company, especially the ratio between the total remuneration
and the median and average salary of all such other employees in the Company
- this analysis and ratio will be calculated or evaluated on a per division basis and
on a per country basis so as to ensure that the comparison is made on the same
underlying parameters.
Performance targets
Although there are no formal performance conditions, any increase in base salary
is only implemented after careful consideration of individual contribution and
performance and having due regard to the factors set out in the ‘Operation’ row
of this table.
ANNUAL REPORT & ACCOUNTS 2024
44
CORPORATE GOVERNANCE
Beneﬁts
Purpose and link to strategy
To provide competitive ﬁxed remuneration.
To attract and retain Executive Directors and Oﬃcers of superior calibre in order
to deliver long-term business success.
Operation
Executive Directors, Oﬃcers and all employees in Israel may be entitled to beneﬁts
such as a study fund/Further Education funds, expansion of mandatory beneﬁts
(pension and end-of-work compensation) beyond the salary levels on which they
are mandatory or carry tax beneﬁts, travel-related beneﬁts including a car or car
allowance, use of mobile phone and newspaper. Executives will be eligible for any
other beneﬁts which are introduced for the wider workforce on broadly similar
terms.
Any reasonable business-related expenses (and any tax thereon) can be
reimbursed if determined to be a taxable beneﬁt. The Company may also arrange
for reasonable insurance cover for Executive Directors (see 'Director and oﬃce
holder insurance' below).
Executive Directors and Oﬃcers may be eligible to participate in future all-
employee share plans operated by the Company, on the same terms as other
eligible employees.
For external and internal appointments or relocations, the Company may pay
certain relocation and/or incidental expenses as appropriate.
Maximum potential value
Study fund contributions are common in Israel and under this arrangement the
employer deposits 7.5% of base salary to a study fund (payable to the employee
with no tax after 6 years), and deducts 2.5% from the employee’s base salary to be
also deposited to this fund.
It is not possible to calculate in advance the cost of some beneﬁts, and therefore a
maximum potential value is not pre-determined.
Performance targets
Not applicable.
Pension
Purpose and link to strategy
To reward sustained contributions by providing retirement beneﬁts.
Operation
The Company funds contributions to an Executive Director or Oﬃcer’s pension as
appropriate through contribution to a pension fund.
Maximum potential value
In line with all employees and in line with mandatory requirements in Israel, BATM
contributes 6.5% of base salary towards pension and is obliged to deduct 6% of
salary from the employee’s base salary and deposit it into the pension fund.
In addition, at the end of employment all Israeli employees (including Executive
Directors and Oﬃcers) are entitled to end-of-employment compensation of
1 basic salary per every year of employment (1 month for every 12 months, or
8.333%). Israeli employers are bound to make ongoing deposits of at least 6% of
the employee’s (including Executive Directors and Oﬃcers) salary to the pension
fund for end-of-employment compensation.
Performance targets
Not applicable.
ANNUAL REPORT & ACCOUNTS 2024
45
Directors' Remuneration Report
CONTINUED
Annual Bonus
Purpose and link to strategy
Rewards the achievement of annual ﬁnancial and business targets aligned with the
Group’s KPIs.
Deferred element encourages long-term considerations and discourages excessive
risk taking.
Operation
Bonus is based on performance in the relevant ﬁnancial year. Any payment is
discretionary and will be subject to the achievement of performance targets.
Bonus is normally paid in cash, except one-third of any bonus above 70% of annual
base salary which is deferred into an award over Company shares for two years. In
case of immediate tax obligations due to award of such shares, and subject to the
provisions of the Company's Share Incentive Plan, the receiver of the shares will be
allowed to exercise shares immediately to the extent needed to ﬁnance coverage
of tax obligations.
Bonuses are not contractual and are not eligible for inclusion in the calculation of
pension arrangements.
Recovery and withholding provisions apply in cases of speciﬁc circumstances (see
'Recovery of Variable Remuneration' below).
Dividends or dividend equivalents may accrue on deferred shares.
It is expected, subject to shareholder approval of this policy, that the bonus scheme
will apply from ﬁnancial year 2024.
Maximum potential value
Capped at 125% of annual base salary.
In the ﬁrst full ﬁnancial year of the policy only (being the year ending 31 December
2025), the bonus opportunity will be set at 100% of salary for the CEO and CFO.
Performance targets
The Committee sets performance measures and targets that are appropriately
stretching each year, taking into account key strategic and ﬁnancial priorities and
ensuring there is an appropriate balance between incentivising Executive Directors
and Oﬃcers to meet targets, while ensuring they do not drive unacceptable levels
of risk or inappropriate behaviours.
The Remuneration Committee will set bonus criteria at the start of the year which
reﬂect the short-term ﬁnancial and strategic objectives of the Group.
For directors and the CEO, the bonus will be based on performance and on
measurable criteria; but bonus of up to 25% of annual salary can be based
on strategic, non-measurable criteria and considering the director's / CEO's
contribution to the Company.
A graduated scale of targets is normally set for each ﬁnancial measure, with no
pay-out for performance below a threshold level of performance.
The Committee has discretion to amend the overall bonus pay-out should the
outcome not reﬂect the Committee’s assessment of overall business and/or
individual performance.
ANNUAL REPORT & ACCOUNTS 2024
46
CORPORATE GOVERNANCE
Long-Term Incentive Plan (LTIP)
Purpose and link to strategy
Designed to align Executive Directors’ and Oﬃcers’ interests with those of
shareholders and to incentivise the delivery of sustainable earnings growth and
superior shareholder returns.
Operation
Awards of conditional shares or nil or nominal cost option awards which normally
vest after three years subject to the achievement of performance targets and
continued service.
For Executive Directors, an additional two-year holding period applies after the
end of the three-year vesting period, if so decided by the Committee. Suﬃcient
awards may be sold during the holding period to satisfy any tax liabilities owed.
Recovery and withholding provisions apply in cases of speciﬁc circumstances (see
‘Recovery of Variable Remuneration’ below).
Dividend equivalents may be paid for awards to the extent they vest.
The Committee retains discretion to adjust vesting levels in exceptional
circumstances, including but not limited to regard of the overall performance of
the Company or the grantee’s personal performance.
The Committee also retains discretion to adjust provisions of LTIP regarding
acceleration, change of ownership, restructuring and any other circumstances
that justify adjustment of provisions, considering also the provisions of the Share
Incentive Plan.
Any options shall not be exercisable more than ten years after the date of grant.
Maximum potential value
Executive Directors and Oﬃcers may receive an award with a face value of up to
125% of basic salary per annum in any ﬁnancial year.
For the ﬁrst award to be granted in 2025, awards to Executive Directors will be
limited to 100% of salary.
The Committee will consider the prevailing share price when deciding on the
number of shares to be awarded as part of any LTIP grant.
A 10% in 10 years’ dilution limit governing the issue of new shares to satisfy all
share scheme operated by the Company will apply.
Performance targets
Performance measures may include, and are not limited to, EPS, absolute or
relative total shareholder return, other ﬁnancial measures, strategic measures
and/or ESG-related objectives.
The Committee retains discretion to set alternative weightings or performance
measures for awards over the life of the policy.
For directors and the CEO, the LTIP will be based on performance in long-term
view and on measurable criteria; but LTIP of up to 25% of annual salary can be
based on strategic, non-measurable criteria and considering the director's / CEO's
contribution to the Company.
100% of awards vest for stretch performance, up to 25% of an award vests for
threshold performance and no awards vest below this.
Underpins may apply.
ANNUAL REPORT & ACCOUNTS 2024
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Directors' Remuneration Report
CONTINUED
Share Ownership Guidelines
Purpose and link to strategy
To increase alignment between Executive Directors and shareholders.
Operation
Nil or nominal cost options which have vested but are yet to be exercised and
deferred bonus awards subject to a time condition only may be considered to
count towards the in-employment shareholding on a notional post-tax basis.
Maximum potential value
Executive Directors are expected to build up and maintain an in-employment
shareholding worth 200% of salary.
Executive Directors are normally expected to hold shares at a level equal to the
lower of their shareholding at cessation and 200% of annual base salary for two
years post-employment (excluding shares purchased with own funds and any
shares from share plan awards made before the approval of the policy).
Performance targets
Not applicable.
Non-executive and Non-External Directors’ Salary and Beneﬁts
Purpose and link to strategy
Israeli publicly listed companies often have Directors that are both Non-executive
and Non-External, such as the current Chairman. Due to their status and
relationship to the Company, such Directors are distinguished from independent
External Directors (see table below).
Non-executive and Non-External Directors should be paid in line with the
demands of the roles at a level that attracts high calibre individuals and reﬂects
their experience and knowledge.
Operation
Non-executive and Non-External Directors may receive salary in cash or ordinary
shares for their contribution and eﬀorts for the Company. Salary is typically set
by reference to a proportion of the salary for a full-time Executive Director role
(reﬂecting the part-time nature of the role).
In addition, the Non-executive and Non-External Director may receive modest
beneﬁts on the same basis as an Executive Director (as set out in the policy table
above).
There are currently no plans for Non-executive and Non-External Directors to
participate in the variable remuneration plans oﬀered by the Company to its
Executive Directors and Oﬃcers. Any future participation by Non-executive and
Non-External Directors in the Company’s variable remuneration plans would be
subject to prior approval by the Company’s shareholders.
Maximum potential value
No prescribed maximum or maximum increase.
Salary is normally reviewed annually taking into account factors such as the time
commitment and contribution of the role and market levels in companies of
comparable size and complexity.
Any increases will be informed by taking into account internal benchmarks such as
the salary increase for the general workforce and will have due regard to the same
factors that apply to Executive Directors.
Performance targets
Not applicable.
ANNUAL REPORT & ACCOUNTS 2024
48
CORPORATE GOVERNANCE
External Directors’ Fees and Beneﬁts
Purpose and link to strategy
As an Israeli publicly listed company, BATM's Board must include at all times at
least two External Directors (as deﬁned in the Israeli Companies Law).
Fees of External Directors in Israel is set by regulation.
In addition to External Directors, the Israeli Companies Law deﬁnes an Independent
Director, which receives the same remuneration as an External Director. Currently
there is one such Independent Director in the Company.
Operation
External Directors remuneration is prescribed in the Israeli Companies Regulations
(Rules Regarding Compensation and Expense Reimbursement of External
Directors) 2000 (the "Israeli Compensation Regulations"), which includes an annual
ﬁxed pay and a per-meeting participation fee, both set according to the size of the
Company and the expertise of the director.
In addition, the Company may reimburse said directors for their reasonable
expenses incurred in connection with attending meetings of the Board of
Directors and of any Committees of the Board, all in accordance with the Israeli
Compensation Regulations.
The External Directors are not eligible to participate in the variable remuneration
plans oﬀered by the Company to its Executive Directors and Oﬃcers.
The Israeli Companies Law states that a director deﬁned as Independent Director
will receive remuneration according to the same rules as an External Director.
Maximum potential value
Fees are paid according to strict rules set by the Israeli authorities.
Performance targets
Not applicable.
Recovery of variable remuneration
Annual bonuses may be withheld in whole or in part if the
business has suﬀered an exceptional negative event, even
if some speciﬁc targets have been met.
The Committee
has overall discretion to ensure that a payment that is
inappropriate in all the Company’s circumstances is not
made.
The maximum aggregate bonus shall be as set
forth in the above table, per executive level.
If there was a mistake in calculation of the annual bonus
by the Company, or if the Company restates any of the
ﬁnancial data that was used in calculating the bonus (other
than a restatement required due to changes in ﬁnancial
reporting standards), then the applicable bonus shall
be recalculated using such restated data (the "Restated
Bonus").
The balance between the original bonus and the
Restated Bonus, if any, (the "Balance") will be repaid to the
Company, or paid to the executive (as the case will be) by
deducting, or adding such balance from the ﬁrst amounts
payable to such senior executive as a bonus immediately
after the completion of the restatement. To the extent that
no bonus will be payable to such senior executive in that
year, then the Balance shall be deducted from the bonus
payable in the next year and so forth up to three years.
Notwithstanding the above, if the senior executive's
employment relationship with the Company terminates
before the Balance is fully repaid to the Company, then
the Balance shall be deducted from all amounts due and
payable to such senior executive in connection with such
termination of employment and if there is still an unpaid
balance to the Company, then such unpaid balance shall
be repaid pursuant to the terms determined by the Board
of Directors.
With regard to LTIP awards, in exceptional circumstances
and/or cases of a restatement of any of the Company's
ﬁnancial statements, the Committee has the discretion
to reduce future rewards of LTIs to the relevant senior
executive.
ANNUAL REPORT & ACCOUNTS 2024
49
Directors' Remuneration Report
CONTINUED
Director and oﬃce holder insurance
The Israeli Companies Law speciﬁes rules and boundaries
for directors' and oﬃcers' liability insurance. Accordingly,
it is common practice for Israeli listed companies to
provide directors and oﬃcers with liability insurance, and
to include details of director insurance provisions within
the remuneration policy (since such insurance is classed
as remuneration under Israeli law). The following therefore
summarises the ability of the Company to arrange
insurance to Directors and Oﬃcers for liabilities incurred
during oﬃce.
Subject to any applicable law and to the Company's articles
of association, and in accordance with the common
practice in Israeli listed companies, the Committee will be
authorised to approve engagements of the Company in
insurance policies to cover liability of Directors and Oﬃcers
in the Company and in other entities wholly or partly held
by the Company, provided that the total yearly cover within
the insurance policy will not exceed USD 40,000,000 for any
speciﬁc year or speciﬁc claim. Such policies will be entered
into on normal market terms and will not be such that they
may materially aﬀect the proﬁtability of the Company, its
assets or obligations, and that the insurance premium
and excess will be in common market terms and will not
be such that may materially aﬀect the proﬁtability of the
Company, its assets or obligations, and will be according
to oﬀers received from bodies that are not related to the
Company.
The Committee will be authorised to approve exemption
and indemniﬁcation as approved by the shareholders on
21 December 2022.
SELECTION OF PERFORMANCE MEASURES AND
TARGETS
Annual bonus
The annual bonus arrangements are focused on the
achievement of the Company’s short- and medium-term
ﬁnancial objectives, with ﬁnancial measures selected to
closely align the performance of the Executive Director or
Oﬃcer with the strategy of the business and with shareholder
value creation. Where non-ﬁnancial objectives are set, these
are chosen to support the delivery of strategic milestones
and which link to those KPIs of most relevance to each
Director or Oﬃcer’s individual responsibilities.
Details of the measures to be used for the annual bonus will
be determined at the start of the ﬁnancial year and disclosed
in the next year's remuneration report.
Long-Term Incentive Plan
The aim of the LTIP is to motivate Executive Directors and
other senior executives to achieve performance superior to
the Company’s peers and to maintain and increase earnings
levels whilst at the same time ensuring that it is not at the
expense of longer-term shareholder returns.
The Committee will review the choice of performance
measures and the appropriateness of the performance
targets prior to each LTIP grant. It is expected that the ﬁrst
LTIP grant under this policy will be in 2025.
Measurable Targets
Measurable targets / performance metrics for the annual
bonus and / or for LTIP schemes can involve a number of
BATM's KPIs and may include any number of the following:
l
Work plan targets
l
Budget targets
l
Accomplishment of speciﬁc projects
l
Meeting pre-deﬁned goals of -
T
EBITDA
T
Revenue
T
Proﬁt
T
Operating proﬁt
T
Cash from operating activities
T
Cash ﬂow
T
Share price
T
Earnings per share
T
Return on invested capital
T
Return on capital employed
T
Total shareholder return
T
Absolute total shareholder return
T
Relative total shareholder return
FLEXIBILITY, DISCRETION AND JUDGEMENT
The Committee operates the annual bonus and LTIP according
to the rules of each respective plan which, consistent with
market practice, include discretion in a number of respects
in relation to the operation of each plan. Discretions include:
l
who participates in the plan, the quantum of an award and/
or payment and the timing of awards and/or payments
l
determining the extent of vesting
l
treatment of awards and/or payments on a change of
control or restructuring of the Group
ANNUAL REPORT & ACCOUNTS 2024
50
CORPORATE GOVERNANCE
l
whether an Executive Director or an Oﬃcer is a good/
bad leaver for incentive plan purposes and whether the
proportion of awards that vest do so at the time of leaving
or at the normal vesting date(s)
l
how and whether an award may be adjusted in certain
circumstances (e.g. for a rights issue, a corporate
restructuring or for special dividends)
l
what the weighting, measures and targets should be for
the annual bonus plan and LTIP awards from year to year
l
the Committee also retains the ability, within the policy, if
events occur that cause it to determine that the conditions
set in relation to an annual bonus plan or a granted LTIP
award are no longer appropriate or unable to fulﬁl their
original intended purpose, to adjust targets and/or set
diﬀerent measures or weightings for the applicable annual
bonus plan and LTIP awards with, in the case of LTIP
awards held by Executive Directors, adjusted performance
conditions being not materially less diﬃcult to satisfy
than the original conditions would have been but for the
relevant event(s)
l
the ability to override formulaic outcomes in line with this
Policy
All assessments of performance are ultimately subject to the
Committee’s judgement and discretion is retained to adjust
payments in appropriate circumstances as outlined in this
Policy. Any discretion exercised (and the rationale) will be
disclosed in the relevant Directors’ & Oﬃcers' remuneration
report detailing the payment outcome.
With regards to section 1B3 of the Israeli Companies
Regulations (Reliefs in Related Party Transactions), 2000,
immaterial changes to the remuneration of Oﬃce Holders
(deﬁned as up to 10% of the total annual cost of the
remuneration of that Oﬃce Holder) that report directly to the
CEO, as stated in section 272(c) to the Israeli Companies Law,
will be approved by the CEO within the boundaries set in the
Remuneration Policy.
Legacy arrangements
For the avoidance of doubt, in approving this Policy,
authority is given to the Company to honour any previous
commitments entered into with current or former Directors
and Oﬃcers and in scope employees (such as the BATM
Employee Share Option Plan (ESOP) share awards granted
before the approval of this Policy) that remain outstanding.
Approach to recruitment remuneration
The Committee will take into consideration a number
of factors, including the current pay for other Executive
Directors and Oﬃcers, external market forces, skills and
current level of pay at previous employer in determining the
pay on recruitment.
In terms of additional beneﬁts, the Committee will oﬀer a
package which is set in line with this Policy and the mandatory
pension scheme levels in the Israeli market.
Annual bonus and LTIs will be set in line with this Policy.
Buy-Out awards: Where an individual forfeits outstanding
variable opportunities or contractual rights at a previous
employer as a result of his/her recruitment by the Company,
the Committee may oﬀer compensatory payments or buy-
out awards, dependent on the individual circumstances
of recruitment, determined on a case by case basis.
Where appropriate, the Committee may choose to apply
performance conditions to any of these awards.
Service contracts, letters of appointment and policy
on payments for loss of oﬃce
As part of the incentives under this Policy, the Company is
permitted to approve retirement beneﬁts and termination
arrangements in its employment and services contracts
in order to attract and retain highly skilled professional
executives. The retirement and termination arrangements
may include one or more of the following, as may be approved
by the Committee and the Board (unless the termination is
in circumstances that negate the payment of severance pay
pursuant to applicable law):
l
The Company may terminate an Executive Director or
Oﬃcer’s employment (as CEO or CFO) with immediate
eﬀect by making a payment in lieu of notice consisting
of basic salary (but excluding any bonus, commission,
beneﬁts or holiday entitlement) during the notice period.
Their oﬃce as directors may be terminated by the
Company's shareholders' meeting.
l
A pro-rated bonus may be paid subject to performance,
for the period of active service only. Outstanding share
awards may (if at all) vest in accordance with the provisions
of the various scheme rules. Any outstanding deferred
bonus awards will continue on the normal timetable, save
for forfeiture for serious misconduct. Clawback and malus
provisions will also apply. On a change of control, awards
will generally vest on the date of a change of control,
unless the Committee permits (or requires) awards to roll
over into equivalent shares in the acquirer.
l
Under the LTIP, any outstanding awards will ordinarily
lapse, however in ‘good leaver’ cases the default treatment
is that awards will vest subject to the original performance
condition and time proration and the holding period will
normally continue to apply. For added ﬂexibility, the rules
ANNUAL REPORT & ACCOUNTS 2024
51
allow for the Committee to decide not to pro-rate (or pro-
rate to a lesser extent) if it decides it is appropriate to do so,
and to allow vesting to be triggered at the point of leaving by
reference to performance to that date, rather than waiting
until the end of the performance period if the Committee
so decides. On a change of control, any vesting of awards
will be subject to assessment of performance against the
performance conditions and normally be time pro-rated.
l
The Group may pay outplacement and professional legal
fees incurred by executives in ﬁnalising their termination
arrangements, where considered appropriate, and may
pay any statutory entitlements or settle compromise
claims in connection with a termination of employment,
where considered in the best interests of the Company.
Outstanding savings/shares under all-employee share
plans would be transferred in accordance with the terms of
the plans.
l
The Committee may approve change in engagement type
from service contract to employment or from employment
to service contract, as long as there is no material change
in engagement terms and in the costs for the Company.
The date of each Executive Director’s contract is:
Name
Date of service
contract
Duration
Moti Nagar
Employment
agreement - 24
October 2022.
Terms approved by
the shareholders
on the AGM of 21
December 2022.
Re-elected as director
on 13 July 2023.
Re-election as
director was for a
one-year term until
the next AGM of the
Company.
Ran Noy
Employed as CFO
since 2023.
Elected as director
on 13 July 2023.
Re-election as
director was for a
one-year term until
the next AGM of the
Company.
Chair and External Directors
The External Directors are not entitled to notice periods of
termination, as their position under the Israeli Companies
Law is set for a deﬁned term of three years following their
appointment by the shareholders' meeting.
Their oﬃce may
only be terminated for cause in special circumstances by
the Company's shareholders' meeting, or by the competent
court at the request of a director or shareholder. The Chair's
oﬃce as chair may be terminated by the Company's BOD,
and as a director - by the shareholders' meeting.
For the Chair and each External Director, the eﬀective date of
their latest appointment is:
Name
Date of
appointment
Term
Dr. Gideon
Chitayat
13 July 2023
One-year until the next
AGM of the Company
Harel
Locker
21 December
2022
Three years
Prof. Varda
Shalev
28 November
2018
Three years, up for
renewal in the 2024
AGM
Dr. Zvi
Marom
13 July 2023
One-year until the next
AGM of the Company
Dr. Avigdor
Shaﬀerman
13 July 2023
One-year until the next
AGM of the Company
External appointments
The Company does not prohibit its directors from being
appointed as directors in other companies, provided that such
appointment will not create a conﬂict of interest between his/
her position in the Company and his external appointment.
In each such instances, the Company's Director may retain
the remuneration paid to him/her by the other company. The
Company provides a full disclosure on each such instance
in its Directors’ & Oﬃcers' remuneration report contained in
the Company's Annual Report.
Consideration of shareholder views
The Committee is committed to an ongoing dialogue with
shareholders and welcomes feedback on Directors’ and
Oﬃcers' remuneration.
The Committee seeks to engage
directly with major shareholders and their representative
bodies on changes to the Policy. The Committee also
considers shareholder feedback received in relation to the
remuneration-related resolutions each year following the
AGM.
This, plus any additional feedback received from time
to time (including any updates to shareholders’ remuneration
guidelines), is then considered as part of the Committee’s
annual review of remuneration policy and its implementation.
Consideration of employment conditions elsewhere
in the Group
The Committee closely monitors the pay and conditions of
the wider workforce and the design of the Directors’ and
Oﬃcers' Remuneration Policy is informed by the policy for
employees across the Group.
Directors' Remuneration Report
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
52
CORPORATE GOVERNANCE
While employees are not formally consulted on the design
of the Directors’ and Oﬃcers’ Remuneration Policy, pay
levels and increases across the business are taken into
account when setting Directors’ and Oﬃcers’ remuneration.
In February 2021 Varda Shalev was appointed as “voice of
the workforce”. In this role, she developed a programme to
enable regular dialogue with employees across the business
and report back to the Board to increase our awareness and
understanding of their views, including remuneration.
Diﬀerences in pay policy for Executive Directors and
senior employees compared to employees more
generally
As for the Executive Directors, general practice across the
Group is to recruit employees at competitive market levels
of remuneration, incentives and beneﬁts to attract and retain
employees, accounting for national and regional talent pools.
When considering salary increases for Executive Directors
and Oﬃcers, the Committee will take into account salary
increases and pay and employment conditions across the
wider workforce.
ANNUAL REPORT ON REMUNERATION
This section of the Directors’ Remuneration Report
provides
details of the remuneration earned by the Directors in the year
ended 31 December 2024 and how the Remuneration Policy
will operate for the year ending 31 December 2025.
Remuneration Committee
Roles and responsibilities
The Remuneration Committee works within its terms of
reference, and in accordance with the functions set forth in
Israeli Companies Law, to make recommendations to the
Board of Directors of the Company and to decide whether to
approve certain transactions and whether to exempt certain
transactions from approval. The Remuneration Committee's
full terms of reference are available on the Company's website.
Remuneration Committee members and meetings
The Remuneration Committee consists of all the External and
Independent Directors (as these terms are deﬁned in the
Israeli Companies Law). The members of the Remuneration
Committee during the year under review were:
l
Prof. Varda Shalev (Chair)
l
Harel Locker
l
Dr. Avigdor Shaﬀerman
The Remuneration Committee receives advice from several
sources, namely:
l
The other Directors of the Board, who attend the
Remuneration Committee meetings when speciﬁcally
invited by the Chair of the Committee in order to provide
relevant information to the Committee.
l
As and when the Committee deems it necessary,
the Committee is provided advice from independent
consultants.
Key activities during the year
The Committee held ﬁve meetings during the year to
31 December 2024.
As noted in the Remuneration Committee Report, the key
activities undertaken during the year included discussing
amendments to the remuneration policy with the CEO and
recommending its approval to the Board; determining the
outcomes and setting the targets for annual bonus;
approval
of the remuneration of a new Non-executive Director
and of the role of Chairman; approving the granting and
allocation of LTIs and RSUs; approving grant of exemption
and indemniﬁcation to Oﬃce Holders; and approving the
purchase of an Oﬃce Holders' insurance policy.
ANNUAL REPORT & ACCOUNTS 2024
53
Directors' Remuneration Report
CONTINUED
2024
Salary/Fees
$’000
Performance Bonus
$’000
Total Remuneration
$’000
Executive Directors
Moti Nagar, CEO
(1)
677
-
677
Ran Noy, CFO
(2)
219
-
219
Non-executive Directors
Gideon Chitayat
100
-
100
Zvi Marom
45
-
45
Harel Locker
45
-
45
Varda Shalev
45
-
45
Avigdor Shaﬀerman
45
-
45
Shmuel Ben Zvi
(3)
3
-
3
Single total ﬁgure of remuneration
The tables below set out the single total remuneration ﬁgures for each director for 2024 and the prior year.
1.
Moti Nagar's salary includes social and pension beneﬁts as required by Israeli law for all employees.
2.
Ran Noy was appointed CFO on 1 February 2023, having previously been VP Finance of BATM since 2021, and became an Executive Director on
13 July 2023. The 2023 ﬁgures represent his remuneration for the 12-month period. His salary includes social and pension beneﬁts as required by
Israeli law for all employees.
3.
Dr. Shmuel Ben Zvi was appointed to the Board on 19 December 2024.
4.
From 1 January 2023 until 30 June 2023, Dr. Zvi Marom received payment according to the rights regarding the end of his Service Agreement
(following his tenure as CEO ending on 31 December 2022). From 1 July 2023, he received remuneration equal to the remuneration paid by the
Company to expert External Directors, as prescribed in the Israeli Compensation Regulations. From 1 July 2023 until 31 December 2023, he also
received a payment equating to $40k per annum pursuant to a consulting agreement.
As at 31 December 2024, the total liability for payment related to salary/fees for the Executive Directors was $72 thousand
(31 December 2023: $60 thousand), which was paid in January 2025 (2023 liability was paid in January 2024).
2023
Salary/Fees
$’000
Performance Bonus
$’000
Total Remuneration
$’000
Executive Directors
Moti Nagar, CEO
(1)
678
294
972
Ran Noy, CFO
(2)
227
76
303
Non-executive Directors
Gideon Chitayat
100
–
100
Zvi Marom
(4)
316
-
316
Harel Locker
43
–
43
Varda Shalev
46
–
46
Avigdor Shaﬀerman
46
–
46
ANNUAL REPORT & ACCOUNTS 2024
54
CORPORATE GOVERNANCE
Non-executive Directors
In determining the remuneration to its “external directors”
and “independent directors” (as deﬁned under Israeli law),
which during 2024 included Harel Locker, Prof. Varda
Shalev and Dr. Avigdor Shaﬀerman, the Group was required
to comply with Israeli law that formulates the kind and
amounts of remuneration and expenses that an Israeli
public company may pay its external and independent
directors. The applicable Israeli statute is the Israeli
Companies Regulations (Rules Regarding Compensation
and Expense Reimbursement of External Directors) 2000
(the “Compensation Regulations”), which prescribes the level
of remuneration that a publicly listed company may pay its
external directors, and section 249C of the Israeli Companies
Law, which states that the rules regarding remuneration of
external directors will apply also for independent directors.
Cash remuneration payable to these directors is comprised
of two fees: (i) an annual ﬁxed fee; and (ii) a per-meeting
participation fee. The ﬁgures set forth in the Compensation
Regulations for these elements are based on the size of
the company calculated by the equity of the relevant listed
company as recorded in its last audited ﬁnancial statements.
In compliance with the Compensation Regulations, the
Company does not pay any additional amounts to the
external directors. The Compensation Regulations do not
apply to the Chairman, Dr. Zvi Marom or Dr. Shmuel Ben Zvi
who are not external or independent directors in terms of
Israeli law, however the Board resolved that Dr. Ben Zvi will
be remunerated on the same basis as the directors to whom
the regulations apply.
Long-term incentive awards granted in 2024
No long-term incentive awards were granted to directors
during 2024.
ANNUAL REPORT & ACCOUNTS 2024
55
Directors' Remuneration Report
CONTINUED
Share interests
Shares owned
outright
(31/12/24)
Shares owned
outright
(31/12/23)
Awards
unvested and
subject to
performance
conditions as at
31/12/24
Options
unvested and
not subject to
performance
conditions as at
31/12/24
Options
vested but not
exercised as at
31/12/24
Shareholding as
a percentage of
salary/service
fee*
Executive Directors
Moti Nagar
-
-
537,109
10,955,958
6,384,179
0%
Ran Noy
-
-
240,644
-
-
0%
Non-executive Directors
Gideon Chitayat
3,159,000
3,159,000
-
-
1,229,369
730%
Zvi Marom
96,794,500
96,794,500
-
-
4,000,000
49,688%
Harel Locker
-
-
-
-
-
0%
Varda Shalev
-
-
-
-
-
0%
Avigdor
Shaﬀerman
-
-
-
-
-
0%
Shmuel Ben Zvi
-
-
-
-
-
0%
* According to the share price on the LSE on 31 December 2024 of £0.1845 and the currency rate on 31 December 2024 of £0.7987 per $1.00
Moti Nagar’s vested options have an average exercise price of £0.2367, Dr. Gideon Chitayat's vested options have an exercise
price of £0.2549 and Dr. Zvi Marom’s vested options have an exercise price of £0.2695.
Ratio of CEO pay to average full-time employee
The ratio of CEO base pay to average full-time employee base pay during 2024 for continuing operations was 7:1
(2023: 7:1) for employees of Israeli companies in the Group and 22:1 (2023: 24:1) for the whole Group. The details of CEO pay
can be found on page 53. Average full-time employee pay (excluding share-based payments) for the whole Group, including
employees being paid under service contracts, in 2024 was $31.5k (2023: $28.4k). (Note 11 to the ﬁnancial statements – ‘Staﬀ
costs’ – does not include employees paid under service contract: this payment is reﬂected within general & administrative,
research & development and sales & marketing expenses and cost of goods).
ANNUAL REPORT & ACCOUNTS 2024
56
CORPORATE GOVERNANCE
Percentage change in directors’ remuneration
The table below shows the percentage change in each directors’ remuneration (on an actual currency basis) over a rolling
ﬁve-year period.
Salary/Fee
Beneﬁts
Annual Bonus
2024
2023
2022
2021
2020
2024
2023
2022
2021
2020
2024
2023
2022
2021
2020
Executive Directors
Moti Nagar
0%
150%
(1)
0%
0%
0%
0%
106%
(1)
0%
0%
0%
(100)%
-
(2)
(100)%
(2)
0%
24%
Ran Noy
(4)%
-
-
-
-
1%
-
-
-
-
(100)%
-
-
-
-
Non-executive Directors
(3)
Gideon
Chitayat
0%
85%
(4)
0%
0%
0%
-
-
-
-
-
-
-
-
-
-
Zvi Marom
(86)%
(45)%
(5)
0%
0%
0%
-
-
(5)
0%
0%
0%
-
-
(2) (5)
(100)%
(2)
0%
173%
Harel
Locker
5%
(9)%
(7)%
4%
0%
-
-
-
-
-
-
-
-
-
-
Varda
Shalev
(1)%
(7)%
(10)%
(4)%
9%
-
-
-
-
-
-
-
-
-
-
Avigdor
Shaﬀerman
(1)%
34%
(6)
-
-
-
-
-
-
-
-
-
-
-
-
-
Shmuel Ben
Zvi
(7)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.
Moti Nagar became CEO on 1 January 2023, having previously been CFO since 2015. His remuneration as CEO was as approved by shareholders
at the AGM 2022.
2.
Moti Nagar and Dr. Zvi Marom waived their bonus payments for 2022.
3.
The number of meetings attended by each director may change from one year to another.
4.
Dr. Gideon Chitayat’s fee was increased from 1 January 2023 as approved by shareholders at the AGM 2022.
5.
Dr. Zvi Marom’s tenure as CEO ﬁnished on 31 December 2022, when he became a Non-executive Director.
He received payment in 2023 in accordance with the rights regarding the end of his Service Agreement.
6.
Avigdor Shaﬀerman was appointed to the Board on 12 April 2022.
7.
Shmuel Ben Zvi was appointed to the Board on 19 December 2024.
Payments for loss of oﬃce and/or payments to former directors
No payments were made to former directors during the year.
ANNUAL REPORT & ACCOUNTS 2024
57
Directors' Remuneration Report
CONTINUED
Statement of shareholder voting
At the AGM that took place on 19 December 2024, there were three remuneration-related resolutions:
Resolution
Votes for
(including
discretionary)
% for*
Votes
against
(excluding
withheld)
%
against*
Total
(excluding
withheld
and third-party
discretionary)
Withheld
Approval of the report of the
Remuneration Committee
289,249,227
95.54
13,489,997
4.46
302,739,052
104,927
Approval of the
Remuneration Policy
185,567,384
91.49
17,255,952
8.51
202,823,164
3,226,315
Approval of the remuneration
for the role of Chairman of
the Board
302,587,954
99.94
167,895
0.06
302,755,677
88,302
* Excludes withheld votes.
Implementation of Policy for FY25
Component of Pay
Implementation for FY25
Base salaries
CEO: NIS 1,800,000
CFO: NIS 624,000
Beneﬁts and pension
In line with the Directors’ Remuneration Policy and past practice, the Company contributes
towards pension in line with mandatory requirements in Israel.
No changes to beneﬁt provisions.
Annual bonus
The CEO’s and CFO’s bonus opportunity will be 67% and 50% of base salary respectively.
The targets are currently commercially sensitive and will be reported in next year's annual
report.
LTIP
None
NED fees
The Chairman and NED fees for FY25 are as follows:
l
Chairman fee: $100,000
l
Non-executive Director and External Director base fee*: NIS 126,979 (US$34,817**)
l
Non-executive Director and External Director per-meeting fee*: NIS 4,874 (US$1,336**)
* Linked to the consumer price index in Israel
** According to the 31 December 2024 currency rate of 3.647 NIS per 1 US$
On behalf of the Board.
Prof. Varda Shalev
Remuneration Committee Chair
7 April 2025
ANNUAL REPORT & ACCOUNTS 2024
58
CORPORATE GOVERNANCE
Directors’ Report
PRINCIPAL ACTIVITIES
BATM develops, produces, markets and distributes products,
with a focus on real-time technologies and associated
services, in three core application areas: Networking, Cyber
and Diagnostics. Networking comprises data communication
products, namely high-performance connectivity solutions
for the network edge, including the innovative Edgility open
edge software platform that enables the deployment and life-
cycle management of apps, network functions and compute
devices at the edge of the network, and a broad portfolio of
carrier grade switching and routing hardware and software
products. Cyber includes integrated hardware and software
solutions for network encryption. Diagnostics includes
the sale and distribution of in vitro medical diagnostic
reagents and instruments, including the development and
production of proprietary products. In addition, the Group’s
non-core activities comprise the distribution of third-party
pharmaceutical and environmental monitoring products,
and the administering of diagnostic tests. BATM has oﬃces
in the United States, Israel and Europe.
FINANCIAL PERFORMANCE
The ﬁnancial performance of the Group for the year ended
31 December 2024 is detailed in the Chief Financial Oﬃcer’s
Review on pages 12 to 13 and in the consolidated ﬁnancial
statements and notes to the consolidated ﬁnancial statements
on pages 66 to 106, which are incorporated in this Directors’
Report by reference.
RETURNS TO SHAREHOLDERS
While recognising the importance of returns to shareholders,
the Board believes it is in the best interests of the Company
and of shareholders as a whole not to declare a dividend
for 2024 in order to maximise the resources available to the
Group to execute on its new growth strategy. In particular,
and as previously stated, the Group may add capability to its
core businesses through M&A. The Board continues to keep
its dividend policy under constant review and to assess all
options for generating returns for shareholders.
BUSINESS AND STRATEGIC REVIEW
The review of the Group’s business operations, including its
strategy, key performance indicators and principal risks and
uncertainties, are set out in the Strategic Report section
on
pages 3 to 24 and are incorporated in this Directors' Report by
reference.
DIRECTORS
The Directors who served for the year ended 31 December
2024 and are currently serving (unless otherwise stated) are
as follows:
l
Dr. Gideon Chitayat, Non-executive Chairman
l
Moti Nagar, CPA, Executive Director and Chief Executive
Oﬃcer
l
Ran Noy, CPA, Executive Director and Chief Financial Oﬃcer
l
Dr. Zvi Marom, Founder and Non-executive Director
l
Harel Locker, Non-executive External Director and Senior
Independent Director ("SID")
l
Prof. Varda Shalev, Non-executive External Director
l
Dr. Avigdor Shaﬀerman, Non-executive Director
l
Dr. Shmuel Ben Zvi, Non-executive Director (appointed
19 December 2024)
CORPORATE GOVERNANCE STATEMENT
The information that fulﬁls the requirement of the corporate
governance statement in accordance with Rule 7.2 of the
Financial Conduct Authority’s Disclosure and Transparency
Rules can be found in this Directors’ Report and in the
Corporate Governance information on pages 25 to 60,
which is incorporated in this Directors’ Report by reference.
DIRECTORS’ REMUNERATION AND INTERESTS
The Directors’ remuneration and interests are set out in the
Directors’ Remuneration Report on pages 39 to 57.
ANNUAL REPORT & ACCOUNTS 2024
59
RULES ABOUT APPOINTMENT AND REPLACEMENT
OF DIRECTORS
Pursuant to the Company’s articles of association and Israeli
Companies Law, directors are elected at an annual general
meeting by the vote of the holders of a majority of the voting
power represented at such meeting in person or by proxy
and voting on the election of directors. Appointments to
the Board are subject to a formal, rigorous and transparent
procedure after the Company’s Nomination Committee
has considered each nominee and the Company gives
full and transparent information and background to the
shareholders on each candidate that it wishes to propose
for election and/or re-election to the Board. Each director
(except for the external directors) shall serve until the
next annual general meeting following the annual general
meeting at which such director was appointed, or their
earlier removal. The holders of a majority of the voting power
represented at a general meeting and voting thereon shall
be entitled to remove any director(s) from oﬃce, to elect
directors in place of the directors so removed or to ﬁll any
vacancy, however created, in the Board of directors by way
of ordinary resolution. Such vacancy may also be temporarily
ﬁlled by the continuing directors, and any director so
appointed shall hold oﬃce until the next annual general
meeting and is eligible for reappointment at that meeting.
“External” directors, as deﬁned by Israeli Companies Law,
are non-executive directors that are appointed and elected
for a mandatory term of three years, which is renewable for
no more than two further terms of three years each. The
appointment of the external directors must be approved by
the shareholders in general meeting. The Israeli Companies
Law deﬁnes the procedures and conditions for election and
re-election of external non-executive directors.
Apart from the authority of the General Meeting to remove
a director from oﬃce, subject to giving such director a
reasonable opportunity to present their position to the
General Meeting, under the Company’s articles, the oﬃce of
a director shall be vacated ipso facto, upon their death, or
if the director is found to be of unsound mind, or becomes
bankrupt or if they become prohibited by law from being a
director in a public company.
The Chairman of the Board, Dr. Gideon Chitayat, the CEO,
Mr. Moti Nagar, the CFO, Mr. Ran Noy, and Non-executive
Directors Dr. Zvi Marom and Dr. Avigdor Shaﬀerman were
re-elected and Dr. Shmuel Ben Zvi was elected at the Annual
General Meeting of 19 December 2024 until the following
AGM. In addition, Prof. Varda Shalev was re-elected as a
Non-executive External Director for an additional three-year
term. Their biographies appear on pages 25 to 28 above.
AMENDMENT OF ARTICLES
Under the Israeli Companies Law, a company may amend its
articles by a simple majority of the shareholders at a general
meeting. According to the Company’s articles of association,
any proposed amendments to the articles regarding
modiﬁcation of rights attached to shares of the Company
and/or dividing the share capital into various classes of
shares requires the approval of the holders of 75% of the
issued shares in the Company.
GOING CONCERN
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group will be able
to operate within the level of available facilities and cash for
the foreseeable future. Accordingly, the Company continues
to prepare its ﬁnancial statements according to the going
concern basis.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual
Report,
the
Directors’
Remuneration
Report
and
the
ﬁnancial statements in accordance with applicable laws and
regulations. The Directors are required to prepare ﬁnancial
statements for the Company in accordance with International
Financial Reporting Standards as issued by the International
Accounting Standards Board. Israeli company law holds the
Directors responsible for preparing such ﬁnancial statements
and requires the Directors to approve them.
International Accounting Standard 1 requires that ﬁnancial
statements present fairly for each ﬁnancial year the
Company’s ﬁnancial position, ﬁnancial performance and
cash ﬂows. This requires the faithful representation of
the eﬀects of transactions, other events and conditions in
accordance with the deﬁnitions and recognition criteria
for assets, liabilities, income and expenses set out in the
International Accounting Standards Board’s ‘Framework for
the Preparation and Presentation of Financial Statements’.
Directors' Report
CONTINUED
ANNUAL REPORT & ACCOUNTS 2024
60
CORPORATE GOVERNANCE
In virtually all circumstances, a true and fair presentation will
be achieved by compliance with all applicable International
Financial Reporting Standards.
Directors are also required to:
l
properly select and apply accounting policies;
l
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
l
make an assessment of the Company’s ability to continue
as a going concern and disclose where they consider it
appropriate; and
l
provide additional disclosures when compliance with
the speciﬁc requirements in IFRS is insuﬃcient to enable
users to understand the impact of particular transactions,
other events and conditions on the entity’s ﬁnancial
position and ﬁnancial performance.
The Directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time
the ﬁnancial position of the Company, for safeguarding
the assets, for taking reasonable steps for the prevention
and detection of fraud and other irregularities and for
the preparation of a Directors’ Report and Directors’
Remuneration Report that comply with the U.K. Listing Rules
and the Disclosure and Transparency rules.
Legislation
in
Israel
governing
the
preparation
and
dissemination of ﬁnancial statements may diﬀer from
legislation in other jurisdictions.
Each of the Directors conﬁrms to the best of his or her
knowledge:
1. the ﬁnancial statements, prepared in accordance with
International Financial Reporting 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;
2. the strategic 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 they
face; and
3. the annual report and ﬁnancial statements, taken as
a whole, are fair, balanced, and understandable, and
provide the information necessary for shareholders to
assess the Company’s position, performance, business
model and strategy.
The Directors’ Report has been brought for review to the
Board and has been approved in its present form.
The Directors’ Report is signed on behalf of the Board by:
Dr. Gideon Chitayat
Chairman
7 April 2025
ANNUAL REPORT & ACCOUNTS 2024
61
Consolidated
Financial
Statements
for the year ended
31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
62
Neve Ne’eman Ind. Area
4, Ha’harash Street, P.O.B. 7318
4524075 Hod Hasharon, Israel
Opinion
We have audited the consolidated ﬁnancial statements of BATM Advanced Communications Ltd. and its subsidiaries (the
Group) set out on pages 66 to 106, which comprise the consolidated statement of ﬁnancial position as at December 31,
2024, and the consolidated statement of proﬁt or loss, consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash ﬂows for the year then ended, and notes to the
consolidated ﬁnancial statements, including material accounting policy information.
In our opinion, the accompanying consolidated ﬁnancial statements present fairly, in all material respects, the consolidated
ﬁnancial position of the Group as at December 31, 2024, and its consolidated ﬁnancial performance and its consolidated
cash ﬂows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting
Standards Board (IASB).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 are independent of the Group in accordance with the International Ethics Standards Board for
Accountants’
International Code of Ethics for Professional Accountants (IESBA Code),
and we have fulﬁlled our other
ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is suﬃcient
and appropriate to provide a basis for our opinion.
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.
Independent Auditor’s Report to the Shareholders
of BATM Advanced Communications Ltd.
FINANCIAL STATEMENTS
Tel Aviv - Main Oﬃce
1 Azrieli Center Tel Aviv, 6701101 P.O.B. 16593 Tel Aviv, 6116402
Tel: +972 (3) 608 555 | info@deloitte.co.il
Jerusalem
3 Kiryat Ha’Mada
Har Hotzion Tower
Jerusalem, 914510
Tel: +972 (2) 501 8888
Fax: +972 (2) 537 4173
info-jer@deloitte.co.il
Haifa
5 Ma’aleh Hashichrur
P.O.B. 5648
Haifa, 3105502
Tel: +972 (4) 860 7333
Fax: +972 (4) 867 2528
info-haifa@deloitte.co.il
Eilat
Habalan 2 ST
P.O.B. 583
Eilat, 8850135
Tel: +972 (8) 637 5676
Fax: +972 (8) 637 1628
info-eilat@deloitte.co.il
Nazareth
9 Marj lbn Amer St.
Nazareth, 16100
Tel: +972 (73) 399 4455
Fax: +972 (73) 637 4455
info-nazareth@deloitte.co.il
Raanana,
Inﬁnity Park,
HaPnina 8
Raanana
Rishon LeZion
Millennia Center
Sderot HaRishonin 23,
Rishon LeZion
Beit Shemesh
Yigal Alon 1 St.
Beit Shemesh, 9906201
ANNUAL REPORT & ACCOUNTS 2024
63
Key audit matter
How our audit addressed the key audit matter
Impairment of goodwill and other intangible
assets
As detailed in Notes 25 and 26, as of 31 December 2024, the
Group had goodwill and other intangible assets of $11,348
thousand.
Management conducted their annual impairment testing using
an external valuation specialist, when relevant, to assess the
recoverability of the goodwill while considering the Group's
execution of its business strategy and whether there were
indicators of impairment with respect to other intangible assets.
Signiﬁcant judgement is required to determine the value in use.
The value in use is based on the cash ﬂow forecast model for
several cash-generating unit and requires the estimation of
valuation and business assumptions, most importantly the
discount rate and growth rate.
We focused our testing of the impairment of goodwill and
other intangible assets, on the key assumptions made by the
management and the directors. Our audit procedures included:

Considering whether there are indicators of impairment
with respect to other intangible assets, taking into account
the business strategy execution.

Evaluating whether the model used to calculate the fair
value less costs to sell or the value in use of the individual
cash-generating units complies with the requirements of
IAS 36: Impairment of Assets.

Using our internal valuation specialists when applicable
to assess the appropriateness of management and the
directors' estimations applied in the discount rates used in
the value in use calculations.

Challenging management and the directors' assumptions
applied and inputs in the respective models by comparing
it to historical information, contractual arrangements when
available and approved budgets.

Performing stress analysis on key estimates, when relevant.

Performing discussions, when applicable, with key
management about new signiﬁcant clients and markets
penetration, new signiﬁcant contracts and bids, certiﬁcation
status of new products.
Findings
We found the models and assumptions applied in the goodwill
impairment assessments to be appropriate. We considered
the disclosure of the goodwill and other intangible assets to
be appropriate for purposes of the consolidated ﬁnancial
statements.
Other Information
Management is responsible for the other information. The
other information comprises the information included
in the annual report but does not include the ﬁnancial
statements and our auditor’s report thereon.
Our opinion on the consolidated ﬁnancial statements does
not cover the other information and 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 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 this other information, we are
required to report that fact. We have nothing to report in
this regard.
Responsibilities of Management and
Those Charged with Governance for the
Consolidated Financial Statements
Management is responsible for the preparation and fair
presentation of the consolidated ﬁnancial statements in
accordance with IFRS Accounting Standards as issued by
the IASB, and for such internal control as management
determines 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,
management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable,
ANNUAL REPORT & ACCOUNTS 2024
64
FINANCIAL STATEMENTS
matters related to going concern and using the going
concern basis of accounting unless management either
intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance are responsible for
overseeing the Group’s ﬁnancial reporting process.
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
skepticism throughout the audit. We also:
l
Identify and assess the risks of material misstatement of
the consolidated ﬁnancial statements, whether due to fraud
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.
l
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.
l
Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
l
Conclude on the appropriateness of 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.
l
Evaluate the overall presentation, structure, and content
of the consolidated ﬁnancial statements, including the
disclosures, and whether the consolidated ﬁnancial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
l
Plan and perform the group audit to obtain suﬃcient
appropriate
audit
evidence
regarding
the
ﬁnancial
information of the entities or business activities within
the Group to express 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
Independent Auditor’s Report to the Shareholders
of BATM Advanced Communications Ltd.
(CONTINUED)
ANNUAL REPORT & ACCOUNTS 2024
65
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.
As required by the Financial Conduct Authority (FCA)
Disclosure
Guidance
and
Transparency
Rule
(DTR)
4.1.14R, these ﬁnancial statements form part of the ESEF-
prepared Annual Financial Report ﬁled on the National
Storage Mechanism of the UK FCA in accordance with
the ESEF Regulatory Technical Standard (‘ESEF RTS’). This
auditor’s report provides no assurance over whether the
annual ﬁnancial report has been prepared using the single
electronic format speciﬁed in the ESEF RTS.
The engagement partner on the audit resulting in this
independent auditor’s report is Elad Cazaz.
Brightman Almagor Zohar and Co.,
Certiﬁed Public Accountants
A Firm in the Deloitte Global Network
1 Azrieli Center, Tel Aviv
Israel
7 April 2025
ANNUAL REPORT & ACCOUNTS 2024
66
FINANCIAL STATEMENTS
2024
2023
Note
US$’000
US$’000
Revenues
5, 6
117,336
116,729
Cost of revenues
7
80,536
78,425
Gross proﬁt
36,800
38,304
Operating expenses
Sales and marketing expenses
8
19,582
18,261
General and administrative expenses
9
12,790
14,024
Research and development expenses
10
4,636
4,443
Other operating expenses (income)
12
4,453
(1,155)
Total operating expenses
41,461
35,573
Operating proﬁt (loss)
(4,661)
2,731
Finance income
13
665
1,329
Finance expenses
14
(1,387)
(1,288)
Proﬁt (loss) before tax
(5,383)
2,772
Income tax expenses
15
(1,728)
(776)
Proﬁt (loss) for the year before share of loss of a joint
venture and associated companies
(7,111)
1,996
Share of loss of a joint venture and associated companies
26
345
822
Proﬁt (loss) for the year from continuing operations
(7,456)
1,174
Loss for the year from discontinued operations
20
(14,798)
(1,374)
Loss for the year
(22,254)
(200)
Attributable to:
Owners of the Company from continuing operations
(7,498)
1,181
Owners of the Company from discontinued operations
(14,798)
(1,374)
Non-controlling interests from continuing operations
42
(7)
Earnings (loss) per share (in cents):
Basic and diluted from continuing operations
16
(1.72)
0.27
Basic and diluted from discontinued operations
16
(3.39)
(0.32)
Basic and diluted
16
(5.11)
(0.05)
Consolidated Statements of Proﬁt or Loss
Continuing operations
for the year ended 31 December
The accompanying notes are an integral part of these ﬁnancial statements.
ANNUAL REPORT & ACCOUNTS 2024
67
2024
2023
US$’000
US$’000
Loss for the year
(22,254)
(200)
Items that may be reclassiﬁed subsequently
to proﬁt or loss:
Exchange diﬀerences on translating foreign operations
(5,043)
3,112
Items that will not be reclassiﬁed subsequently
to proﬁt or loss:
Re-measurement of deﬁned beneﬁt obligation
19
5
Total other comprehensive income (loss) for the year
(5,024)
3,117
Total comprehensive income (loss) for the year
(27,278)
2,917
Attributable to:
Owners of the Company from continuing operations
(11,366)
3,869
Owners of the Company from discontinued operations
(15,739)
(1,110)
Non-controlling interests
(173)
158
(27,278)
2,917
Consolidated Statements of Comprehensive Income
The accompanying notes are an integral part of these ﬁnancial statements.
for the year ended 31 December
ANNUAL REPORT & ACCOUNTS 2024
68
FINANCIAL STATEMENTS
2024
2023
Note
US$’000
US$’000
Assets
Current assets
Cash and cash equivalents
25,898
32,339
Trade and other receivables
18
29,614
31,219
Short-term investment in deposits and other securities
17
5,672
8,425
Inventories
19
32,710
38,227
Disposal groups Held for Sale
21
4,660
-
98,554
110,210
Non-current assets
Property, plant and equipment
22
12,016
16,051
Investment property
23
548
612
Right-of-use assets
24
4,178
4,351
Goodwill
25
3,344
12,763
Intangible assets
26
8,004
8,019
Investment in joint venture and associate
28
17,802
17,894
Investments carried at fair value
1,220
1,220
Deferred tax assets
29
3,498
3,507
50,610
64,417
Total assets
149,164
174,627
Equity and liabilities
Current liabilities
Short-term bank credit
30
4,261
3,276
Trade and other payables
30
36,691
41,662
Current maturities of lease liabilities
30
2,032
1,830
Tax liabilities
619
359
Liabilities associated with disposal groups Held for Sale
21
2,978
-
46,581
47,127
Non-concurrent liabilities
Long-term bank credit
30
-
1,328
Long-term liabilities
30
6,588
3,449
Long-term lease liabilities
30
2,358
2,650
Deferred tax liabilities
29
-
39
Retirement beneﬁt obligation
35
655
598
9,601
8,064
Total liabilities
56,182
55,191
Equity
Share capital
31
1,320
1,320
Share premium account
429,598
428,656
Reserves
(31,073)
(29,865)
Reserves associated with disposal groups Held for Sale
(3,620)
-
Accumulated deﬁcit
(302,162)
(279,767)
Equity attributable to the:
Owners of the Company
94,063
120,344
Non-controlling interests
(1,081)
(908)
Total equity
92,982
119,436
Total equity and liabilities
149,164
174,627
The ﬁnancial statements were approved by the board of directors and authorised on 7 April 2025. They were signed on its behalf by:
M. Nagar, CEO
R. Noy, CFO
Consolidated Statements of Financial Position
The accompanying notes are an integral part of these ﬁnancial statements.
for the year ended 31 December
ANNUAL REPORT & ACCOUNTS 2024
69
Consolidated Statements of Changes in Equity
The accompanying notes are an integral part of these ﬁnancial statements.
for the years ended 31 December 2024 and 2023
Share
Capital
Share
Premium
Account
Translation
Reserve
Other
Reserve
Reclassiﬁcation
of other
comprehensive
income
attributable
to disposal
groups
Accumulated
Deﬁcit
Attributable
to Owners
of the
Company
Non-
Controlling
Interests
Total
Equity
US$ in thousands
Balance as at
1 January 2023
1,320
426,138
(26,039)
(6,773)
–
(279,579)
115,067
(1,066)
114,001
Loss for the year
–
–
–
–
–
(193)
(193)
(7)
(200)
Re-measurement
of deﬁned
beneﬁt obligation
–
–
–
–
–
5
5
–
5
E
xchange
diﬀerences on
translating foreign
operations
–
–
2,947
–
–
–
2,947
165
3,112
Total
comprehensive
income (loss)
–
–
2,947
–
–
(188)
2,759
158
2,917
Share-based
payments
–
2,518
–
–
–
–
2,518
–
2,518
Balance as at
1 January 2024
1,320
428,656
(23,092)
(6,773)
–
(279,767)
120,344
(908)
119,436
Loss for the year
–
–
–
–
–
(22,296)
(22,296)
42
(22,254)
Re-measurement
of deﬁned
beneﬁt obligation
–
–
–
–
–
19
19
–
19
Exchange
diﬀerences
on translating
foreign
operations
–
–
(4,828)
–
–
–
(4,828)
(215)
(5,043)
Total
comprehensive
income (loss)
–
–
(4,828)
–
–
(22,277)
(27,105)
(173)
(27,278)
Dividend to
non-controlling
interests holding
put option
–
–
–
–
–
(118)
(118)
–
(118)
Share-based
payments
–
942
–
–
–
–
942
–
942
Reclassiﬁcation
of other
comprehensive
income
attributable to
disposal groups
–
–
3,620
–
(3,620)
–
–
–
–
Balance as at
31 December
2024
1,320
429,598
(24,300)
(6,773)
(3,620)
(302,162)
94,063
(1,081)
92,982
ANNUAL REPORT & ACCOUNTS 2024
70
FINANCIAL STATEMENTS
2024
2023
Note
US$’000
US$’000
Net cash from Continuing operating activities
32
153
7,401
Net cash used in Discontinued operating activities
(1,806)
(2,392)
Net cash from (used) in operating activities
(1,653)
5,009
Investing activities
Purchases of property, plant and equipment
(700)
(2,366)
Increase of other intangible assets
(2,707)
(2,510)
Investment in joint venture and associated companies
(1,378)
(2,060)
Proceeds on disposal of property, plant and equipment
791
228
Proceeds on disposal of deposits and securities
11,526
2,777
Purchases of deposits and securities
(8,744)
(1,879)
Net cash used in investing activities - Continuing Operations
(1,212)
(5,810)
Net cash used in investing activities - Discontinued Operations
(4)
(310)
Net cash used in investing activities
(1,216)
(6,120)
Financing activities
Lease payment
30
(2,098)
(1,938)
Bank loan repayment
30
(2,458)
(7,498)
Bank loan received
30
2,359
7,500
Dividend paid to non-controlling interests holding put option
(118)
-
Net cash used in ﬁnancing activities - Continuing Operations
(2,315)
(1,936)
Net cash used in ﬁnancing activities – Discontinued Operations
(297)
(224)
Net cash used in ﬁnancing activities
(2,612)
(2,160)
Net decrease in cash and cash equivalents
(5,480)
(3,271)
Cash and cash equivalents at the beginning of the year
32,339
35,156
Eﬀects of exchange rate changes on the balance of cash
held in foreign currencies
(961)
454
Cash and cash equivalents at the end of the year
25,898
32,339
Consolidated Statements of Cash Flow
The accompanying notes are an integral part of these ﬁnancial statements.
for the year ended 31 December
for the year ended 31 December 2024
71
ANNUAL REPORT & ACCOUNTS 2024
Notes to the Consolidated Financial Statements
1.
General Information
BATM Advanced Communications Ltd. (“the Company”) is a company incorporated in Israel under the Israeli Companies
Law. The address of the registered oﬃce is POB 7318, Nave Ne’eman Ind. Area 4, Ha’harash Street, 4524075 Hod
Hasharon, Israel. The Company and its subsidiaries (“the Group”) is engaged in the development, production and supply
of real-time technologies and associated services in three core application areas: Networking, Cyber and Diagnostics. In
addition, the Group’s non-core activities comprise the production and supply of eco-friendly pathogenic waste treatment
solutions for medical, agricultural and pharmaceutical applications, and the distribution of third-party pharmaceutical
and environmental monitoring products*. BATM has oﬃces in the United States, Israel and Europe.
* See note 21 in respect of disposal groups held for sale
2
New and revised International Financial Reporting Standards
(IFRS Accounting Standards)
IFRS IC Decision ‘Disclosure of Revenue and Expenses for Reportable Segments'
In July 2024, the IASB approved the IFRS Interpretations Committee's (IFRS IC) agenda decision ‘Disclosure of Revenue and
Expenses for Reportable Segments’ (hereinafter: the agenda decision).
The agenda decision considers the application of the disclosure requirements set out in paragraph 23 of IFRS 8 “Operating
Segments” and clariﬁes that disclosure is required for “material items of income and expense” if they are included in the
measure of segment proﬁt or loss reviewed by the chief operating decision maker (CODM), even if they are not separately
provided to or reviewed by the CODM. It also clariﬁes that “material items of income and expense” are not limited only to
unusual or non-recurring items.
In addition, the agenda decision clariﬁes that in determining the information to disclose for each reportable segment, an
entity should apply judgement and consider the entity’s speciﬁc facts and circumstances, the core principle of IFRS 8 and
the principles of materiality and aggregation in IAS 1 “Presentation of Financial Statements”.
Amendments to IAS 1 – Classiﬁcation of Liabilities as Current or Non-current
The Group has adopted the amendments to IAS 1 for the ﬁrst time in the current year.
The amendments to IAS 1 published in January 2020 (2020 amendments) aﬀect only the presentation of liabilities as
current or non-current in the statement of ﬁnancial position and not the amount or timing of recognition of any asset,
liability, income or expenses, or the information disclosed about those items.
The amendments clarify that the classiﬁcation of liabilities as current or non-current is based on rights that are in existence
at the end of the reporting period, specify that classiﬁcation is unaﬀected by expectations about whether an entity will
exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the
end of the reporting period, and introduce a deﬁnition of ‘settlement’ to make clear that settlement refers to the transfer
to the counterparty of cash, equity instruments, other assets or services.
In October 2022 the IASB published additional amendments (2022 amendments) that specify that only covenants that an
entity is required to comply with on or before the end of the reporting period aﬀect the entity’s right to defer settlement
of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the
classiﬁcation of the liability as current or non-current). Such covenants aﬀect whether the right exists at the end of the
reporting period, even if compliance with the covenant is assessed only after the reporting date.
However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within
twelve months after the reporting period, an entity discloses information that enables users of ﬁnancial statements to
understand the risk of the liabilities becoming repayable within twelve months after the reporting period.
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new
requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made
minor amendments to IAS 7 and IAS 33 Earnings per Share.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
72
ANNUAL REPORT & ACCOUNTS 2024
IFRS 18 introduces new requirements to:
• present speciﬁed categories and deﬁned subtotals in the statement of proﬁt or loss.
• provide disclosures on management-deﬁned performance measures (MPMs) in the notes to the ﬁnancial statements
• improve aggregation and disaggregation.
An entity is required to apply IFRS 18 for annual reporting periods beginning on or after 1 January 2027, with earlier
application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become eﬀective
when an entity applies IFRS 18. IFRS 18 requires retrospective application with speciﬁc transition provisions.
The directors of the Company anticipate that the application of these amendments may have an impact on the Group's
consolidated ﬁnancial statements in future periods.
3
Signiﬁcant Accounting Policies
Statement of compliance
The consolidated ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS Accounting Standards) as issued by the International Accounting Standards Board (IASB).
Basis of preparation
The consolidated ﬁnancial statements have been prepared on a historical cost basis except for certain properties and
ﬁnancial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained
in the accounting policies below.
Israel-Hamas conﬂict
The Group continues to monitor the ongoing conﬂict between the state of Israel and Hamas. This situation did not have a
material impact on the Company’s operations or on BATM’s consolidated ﬁnancial results.
Basis of consolidation
The consolidated ﬁnancial statements incorporate the ﬁnancial statements of the Company and entities controlled by the
Company and its subsidiaries. Control is achieved when the Company has power over the investee, is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to use its power to aﬀect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Speciﬁcally, income and expenses of a subsidiary acquired or disposed of during the year
are included in the consolidated statement of proﬁt or loss and other comprehensive income from the date the Company
gains control until the date when the Company ceases to control the subsidiary.
Proﬁt or loss and each component of other comprehensive income are attributed to the owners of the Company and to
the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and
to the non-controlling interests even if this results in the non-controlling interests having a deﬁcit balance.
Investments in associates and joint ventures
An associate is an entity over which the Group has signiﬁcant inﬂuence. Signiﬁcant inﬂuence is the power to participate in
the ﬁnancial and operating policy decisions of the investee but without control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights
to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require unanimous consent of the
parties sharing control.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the
investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any
excess of the cost of the investment over the Group’s share of the net fair value of the identiﬁable assets and liabilities of
the investee is recognised as goodwill, which is included within the carrying amount of the investment.
73
ANNUAL REPORT & ACCOUNTS 2024
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with
respect to the Group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the
investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset
by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount.
Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment
loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently
increases. The carrying value of the investment in associates and joint ventures considering the requirement of IAS 36 are
presented in note 28.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair value of the assets transferred
by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the
Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in proﬁt or loss as incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identiﬁable assets acquired and the liabilities assumed.
When the consideration transferred by the Group in a business combination includes a contingent consideration
arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the
consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify
as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information obtained during the
‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that
existed at the acquisition date.
When a business combination is achieved in stages, the Group’s previously held interests (including joint operations) in the
acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in proﬁt
or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in
other comprehensive income are reclassiﬁed to proﬁt or loss, where such treatment would be appropriate if that interest
were disposed of.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the
entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the recognised amounts of the acquiree’s identiﬁable net assets. The choice of measurement basis
is made on a transaction-by-transaction basis.
Disposal groups held for sale
Disposal groups classiﬁed as held for sale are measured at the lower of carrying amount and fair value less costs to sell.
Disposal groups are classiﬁed as held for sale if their carrying amount will be recovered through a sale transaction rather
than through continuing use. This condition is regarded as met only when the sale is highly probable and the disposal
group is available for immediate sale in its present condition. Management must be committed to the sale which should be
expected to qualify for recognition as a completed sale within one year from the date of classiﬁcation.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that
subsidiary are classiﬁed as held for sale when the criteria described above are met, regardless of whether the Group will
retain a non-controlling interest in its former subsidiary after the sale.
Discontinued operation
A discontinued operation is a component of the Group that has been disposed of or is classiﬁed as held for sale and
represents a separate major line of business or geographical area of operations. The results of discontinued operations are
presented separately in the statement of proﬁt or loss.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
74
The results of discontinued operations are presented in a single amount in the statement of proﬁt or loss, comprising the
post-tax proﬁt or loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair value
less costs to sell or on the disposal of the assets or disposal group(s) constituting the discontinued operation. Cash ﬂows
from discontinued operations are presented in the cash ﬂow statement, classiﬁed according to operating activities, investing
activities, and ﬁnancing activities.
Comparative information for prior periods is restated to reﬂect the disclosures related to all operations that have been
discontinued by the end of the reporting period.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business
less accumulated impairment losses, if any. Goodwill is not amortised but is reviewed for impairment at least annually.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of
cash-generating units) that is expected to beneﬁt from the synergies of the combination. A cash-generating unit to which
goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment
loss is allocated ﬁrst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of
the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised
directly in proﬁt or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of a cash-generating unit, the attributable goodwill is included in the determination of the proﬁt or loss on disposal.
Revenue recognition
The Group recognises revenue from the following major sources:
l
Sale of goods (point in time) – networking products, network encryption products, medical diagnostics reagents and
instruments, and pathogenic waste treatment and sterilisation products
l
Rendering of services – related mainly to software services such as training and technical support, laboratory service and
maintenance related to products sold
l
Construction contracts (over time)
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer
and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a
product or service to a customer.
Sale of goods
For sales of goods, revenue is recognised when control of the goods has transferred generally, being when the goods have
been shipped to the customer’s speciﬁc location (delivery). Following delivery, the customer has full discretion over the
manner of distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears the
risks of obsolescence and loss in relation to the goods.
A receivable is generally recognised by the Group when the goods are delivered to the customer as this represents the point
in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment
is due.
Rendering of services
Services provided by the Group are recognised as a performance obligation satisﬁed over time. Revenue is recognised
based on the stage of completion of the contract. The management have assessed that the stage of completion determined
as the proportion of the total time expected to install that has elapsed at the end of the reporting period is an appropriate
measure of progress towards complete satisfaction of these performance obligations under IFRS 15.
Construction contracts
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised over time by
reference to the stage of completion of the contract activity at the date of the consolidated statements of ﬁnancial position.
This is normally measured by the proportion that contract costs incurred for work performed to date compare to the
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
75
estimated total contract costs except where this would not be representative of the stage of completion or engineering
completion. The management consider that this input method is an appropriate measure of the progress towards complete
satisfaction of these performance obligations under IFRS 15. Variations in contract work, claims and incentive payments
are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent
of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period
in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an
expense immediately.
Leases
The Group as a lessee
At inception of the contract, the Group assesses whether an arrangement is a lease or contains a lease. The Group
recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the
lessee, except for assets leased for a period of less than 12 months, and also to lease of assets with low economic value.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its
incremental borrowing rate.
The lease liability is subsequently measured at amortised cost using the eﬀective interest method.
Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses, and are
depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of
the underlying asset or the cost of the right-of-use asset reﬂects that the Group expects to exercise a purchase option,
the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the
commencement date of the lease.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identiﬁed impairment loss.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any
lease and associated non-lease components as a single arrangement. The Group has used this practical expedient.
Foreign currencies
The individual ﬁnancial statements of each Group company are prepared in the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of the consolidated ﬁnancial statements, the
results and ﬁnancial position of each Group company are expressed in the US dollar, which is the presentation currency for
the consolidated ﬁnancial statements.
In preparing the ﬁnancial statement of the individual companies, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At the end
of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at
the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not retranslated.
Exchange diﬀerences arising on the settlement of monetary items, and on the retranslation of monetary items, are included
in proﬁt or loss for the period.
For the purpose of presenting consolidated ﬁnancial statements, the assets and liabilities of the Group’s foreign operations
(operations in foreign currencies) are translated at exchange rates prevailing at the end of each reporting period. Income
and expense items are translated at the average exchange rates for the period, unless exchange rates ﬂuctuate signiﬁcantly
during that period, in which case the exchange rates at the date of transactions are used. Exchange diﬀerences arising, if
any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as
appropriate) within the Group’s translation reserve. Such translation reserves are reclassiﬁed from equity to proﬁt or loss in
the period in which the foreign operation is disposed.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
76
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of
the foreign operation and translated at the closing rate. Exchange diﬀerences arising are recognised in other comprehensive
income and accumulated in equity.
Government grants
Government grants are assistance from government in the form of transfers of resources to an entity in return for past
or future compliance with certain conditions relating to the operating activities of the entity.
Forgivable loans are loans where the lender (Israeli Chief Scientist Oﬃcer (ISO)) undertakes to waive repayment under
certain prescribed conditions. In a case where a government grant takes the form of a forgivable loan, a liability is
recognised in regards to this loan at fair value, based on estimations of future cash ﬂows related to the relevant grant.
The Group’s policy is to designate such loans as ﬁnancial liabilities measured at amortised cost according to IFRS 9. The
diﬀerence between the liability and proceeds are recognised in the research and development expenses.
Share-based payments arrangements
Share-based payment transactions of the Company
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value
of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-
based transactions are set out in note 34.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis
over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding
increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments
expected to vest. The impact of the revision of the original estimates, if any, is recognised in proﬁt or loss such that the
cumulative expense reﬂects the revised estimate, with a corresponding adjustment to the share premium reserve.
Taxation
The income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable proﬁt for the year. The Group’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary diﬀerences between the carrying amounts of assets and liabilities in the
consolidated ﬁnancial statements and the corresponding tax bases used in the computation of taxable proﬁt. Deferred tax
liabilities are generally recognised for all taxable temporary diﬀerences.
Deferred tax assets are generally recognised for all deductible temporary diﬀerences to the extent that it is probable that taxable
proﬁts will be available against which those deductible temporary diﬀerences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary diﬀerence arises from goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that aﬀects neither the taxable proﬁt nor the accounting proﬁt.
Deferred tax liabilities are recognised for taxable temporary diﬀerences associated with investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
diﬀerence and it is probable that the temporary diﬀerence will not reverse in the foreseeable future. Deferred tax assets
arising from deductible temporary diﬀerences associated with such investments and interests are only recognised to the
extent that it is probable that there will be suﬃcient taxable proﬁts against which to utilise the beneﬁts of the temporary
diﬀerences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that
it is no longer probable that suﬃcient taxable proﬁts will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the reporting period. The measurement of deferred tax liabilities and assets reﬂects the tax consequences
ANNUAL REPORT & ACCOUNTS 2024
77
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognised in proﬁt or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial
accounting for a business combination, the tax eﬀect is included in the accounting for the business combination.
Property, plant and equipment
Land and buildings held for use in the Company’s operation are stated in the consolidated statements of ﬁnancial position
on a historical cost basis, being the historical cost at the date of acquisition, less any subsequent accumulated depreciation
and subsequent accumulated impairment losses.
Properties in the course of construction are carried at cost, less any recognised impairment loss. Cost includes professional
fees. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready
for their intended use.
Freehold land is not depreciated. Fixtures and equipment are stated at cost less accumulated depreciation and any
recognised impairment loss.
Depreciation is charged so as to write oﬀ the cost of assets, other than land over their estimated useful lives, using the
straight-line method, on the following bases:

Buildings | 2%-6%
Plant and equipment | 10%-33%
Motor vehicles | 15%-33%
Furniture and ﬁttings | 6%-15%
Leasehold improvements | 6%-20%

The gain or loss arising on the disposal or retirement of an asset is determined as the diﬀerence between the sales
proceeds and the carrying amount of the asset and is recognised in other income or expense.
Intangible assets
Internally-generated intangible assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project)
is recognised if, and only if, all of the following have been demonstrated:
l
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
l
the intention to complete the intangible asset and use or sell it;
l
the ability to use or sell the intangible asset;
l
how the intangible asset will generate probable future economic beneﬁts;
l
the availability of adequate technical, ﬁnancial and other resources to complete the development and to use or sell the
intangible asset; and
l
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the
date when the intangible asset ﬁrst meets the recognition criteria listed above. Where no internally-generated intangible
asset can be recognised, development expenditure is recognised in proﬁt or loss in the period in which it is incurred.
Acquired intangible assets are measured initially at purchase cost and are amortised on a straight-line basis over their
estimated useful lives.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
78
ANNUAL REPORT & ACCOUNTS 2024
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at
their fair value at the acquisition date (which is regarded as their cost).
Amortisation is charged so as to write oﬀ the cost of assets over their estimated useful lives, using the straight-line
method, on the following bases:

Customer relationships and backlog | 10%-12.5%
Technology | 10%-20%
Other | 10%

Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortisation and accumulated
impairment losses.
Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suﬀered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it
is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identiﬁed,
corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group
of cash-generating units for which a reasonable and consistent allocation basis can be identiﬁed.
Intangible assets with indeﬁnite useful lives and intangible assets not yet available for use are tested for impairment at least
annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future
cash ﬂows are 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 for which the estimates of future cash ﬂows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised
immediately in proﬁt or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
Inventory
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable,
direct labour costs and those overheads that have been incurred in bringing the inventories to their present location
and condition. Cost is determined on the “ﬁrst-in-ﬁrst-out” basis. Net realisable value represents the estimated selling
price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Financial instruments
Financial assets and ﬁnancial liabilities are recognised on the Group’s consolidated statements of ﬁnancial position when
the Group becomes a party to the contractual provisions of the instrument.
Trade and other receivables
Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the
eﬀective interest rate method. Appropriate allowances to recognise expected lifetime credit losses are recognised in proﬁt or loss
at the end of the reporting period. The allowance recognised is measured as the diﬀerence between the asset’s carrying amount
and the present value of estimated future cash ﬂows discounted at the eﬀective interest rate computed at initial recognition.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses
recognised in proﬁt or loss. The net gain or loss recognised in proﬁt or loss is included in the ‘other gains and losses’, or
ﬁnancial income or expenses line item as appropriate. Fair value is determined in the manner described in note 37.
79
ANNUAL REPORT & ACCOUNTS 2024
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
Impairment of ﬁnancial assets
The Group recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses
is updated at each reporting date to reﬂect changes in credit risk since initial recognition of the respective ﬁnancial instrument.
The Group recognises lifetime ECL for trade receivables. The expected credit losses on these ﬁnancial assets are
estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that
are speciﬁc to the debtors, general economic conditions and an assessment of both the current as well as the forecast
direction of conditions at the reporting date, including time value of money where appropriate.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life
of a ﬁnancial instrument.
4
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
Critical judgments in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, which are described in note 3, management has made the
following judgments that have the most signiﬁcant eﬀect on the amounts recognised in the ﬁnancial statements (apart
from those involving estimations, which are dealt with below):
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the consolidated
statements of ﬁnancial position date, that have a signiﬁcant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next ﬁnancial year, are discussed below.
Impairment of intangible assets and goodwill
Determining whether goodwill is impaired requires an estimation of the value-in-use or the fair value less cost of sale of
the cash-generating units (CGU) to which goodwill has been allocated. The value-in-use calculation requires the entity to
estimate the future cash ﬂows of the CGU and a suitable discount rate in order to calculate present value.
Judgments with respect to deferred tax assets
For the purposes of measuring deferred tax assets arising from loss carry-forwards in diﬀerent territories, management is
required to use considerable judgment in estimation of the carried forward losses in which it expects to be able to utilise in the
foreseeable future. For additional information in respect of deferred tax assets see note 15.
Judgments with respect to construction contracts
The Company accounts for its revenue in accordance with IFRS 15 revenue from contracts with customers, which requires
estimates to be made for contract costs and revenues. Revenue is recognised using the percentage of completion method
based on the ratio of contract costs incurred to total estimated contract costs or engineering completion percentage. Estimating
total costs is subjective and requires the use of management’s best judgments based on the information available at that time.
Judgments with respect to recognition of internally generated intangible assets
The Company recognises costs related to development of software and diagnostic products in accordance with the conditions
for recognising internally generated intangible assets. Estimation of meeting the conditions speciﬁed for recognition of
intangible assets requires the use of management’s best judgments.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
80
5
Revenues
The Group derives its revenue from contracts with customers for the transfer of goods at a point in time and services
and construction contracts point and over time. An analysis of the Group’s revenues is as follows:

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Sales of goods (point in time) | 91,998 | 92,592
Services | 16,073 | 14,658
Construction contracts (over time) | 9,265 | 9,479
| 117,336 | 116,729

6
Business and Geographical Segments
Business segments
Operational segments are identiﬁed on the basis of internal reports about the Group’s components that are reviewed by the
chief operational decision maker of the Group (“CODM”), the CEO of the Company, for the purpose of allocating resources
and evaluating the performance of the operational segments. Information reported to the CODM for the purpose of resource
allocation and assessment of segment performance focuses on the types of goods or services delivered or provided and the
operating proﬁt.
The principal products and services of each of these segments are as follows: Networking – marketing, research and
development of data communication products, which includes high-performance connectivity solutions for the network
edge, including the Edgility open edge software platform that enables the deployment and life-cycle management of apps,
network functions and compute devices at the edge of the network, and a broad portfolio of carrier grade switching and
routing hardware and software products. Cyber – provision of integrated hardware and software solutions for network
encryption, including hardware security modules (HSMs). Diagnostics – mainly engaged in sales and distribution of in vitro
diagnostics reagents and instruments, including the development and production of proprietary products. Its proprietary
products are focused on molecular diagnostics by test type and infectious disease by application area. Non-core – mainly
the distribution of pharmaceutical and environmental monitoring products and diagnostic tests, and the production of eco-
friendly pathogenic waste treatment solutions for medical, agricultural and pharmaceutical applications.
A. Segment revenues and segment results
Year ended 31 December 2024

| Networking | Cyber | Diagnostics | Non-core | Total
| $’000s | $’000s | $’000s | $’000s | $’000s
Revenues from external customers | 8,550 | 13,131 | 38,617 | 57,038 | 117,336
Gross proﬁt | 4,139 | 5,387 | 10,733 | 16,541 | 36,800
Operating proﬁt (loss) | (4,693) | 2,898 | (1,721) | (1,145) | (4,661)
Net ﬁnance expenses |  |  |  |  | (722)
Loss before tax |  |  |  |  | (5,383)

ANNUAL REPORT & ACCOUNTS 2024
81
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
Year ended 31 December 2023

| Networking | Cyber | Diagnostics | Non-core | Total
| $’000s | $’000s | $’000s | $’000s | $’000s
Revenues from external customers | 19,800 | 10,346 | 33,342 | 53,241 | 116,729
Gross proﬁt | 8,967 | 4,222 | 10,293 | 14,822 | 38,304
Operating proﬁt (loss) | (224) | 1,496 | 334 | 1,125 | 2,731
Net ﬁnance income |  |  |  |  | 41
Proﬁt before tax |  |  |  |  | 2,772

Included in revenues from the Cyber division are revenues of approximately $12.9 million (2023: $10.3 million) from
sales to a single customer. No customer contributed 10% or more to the Group's revenue in 2023, and no other
customer contributed 10% or more in 2024.
B. Segment assets, liabilities and other information
As at 31 December 2024

| Networking | Cyber | Diagnostics | Non-core | Total
| $’000s | $’000s | $’000s | $’000s | $’000s
Assets excluding cash & cash equivalents | 26,316 | 4,257 | 60,931 | 26,090 | 117,594
Liabilities | 7,502 | 4,785 | 23,598 | 20,297 | 56,182
Depreciation and amortisation | 1,013 | 203 | 2,157 | 1,595 | 4,968
Additions to non-current assets | 2,489 | 311 | 1,742 | 2,604 | 7,146

As at 31 December 2023

| Networking | Cyber | Diagnostics | Non-core | Total
| $’000s | $’000s | $’000s | $’000s | $’000s
Assets excluding cash & cash equivalents | 27,063 | 5,476 | 58,396 | 42,928 | 133,863
Liabilities | 8,863 | 5,926 | 21,350 | 19,052 | 55,191
Depreciation and amortisation | 1,091 | 189 | 1,822 | 1,578 | 4,680
Additions to non-current assets | 2,884 | 204 | 1,692 | 2,371 | 7,151

C. Revenue from major products and services
The following is an analysis of the Group’s revenue from operations from its major products and services.

Year ended 31 December | 2024 | 2023
| $’000s | $’000s
Networking and cyber products | 17,009 | 24,093
Software services | 4,672 | 6,053
Diagnostic medical products and services | 38,617 | 33,342
Non-core | 57,038 | 53,241
| 117,336 | 116,729

FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
82
ANNUAL REPORT & ACCOUNTS 2024
D. Revenue from major sources
Year ended 31 December 2024

| Networking | Cyber | Diagnostics | Non-core | Total
| $’000s | $’000s | $’000s | $’000s | $’000s
Sales of goods (point in time) | 5,568 | 3,866 | 34,275 | 48,289 | 91,998
Services (over time) | 2,982 | - | - | - | 2,982
Services (point in time) | - | - | 4,342 | 8,749 | 13,091
Construction contracts (over time) | - | 9,265 | - | - | 9,265
| 8,550 | 13,131 | 38,617 | 57,038 | 117,336

Year ended 31 December 2023

| Networking | Cyber | Diagnostics | Non-core | Total
| $’000s | $’000s | $’000s | $’000s | $’000s
Sales of goods (point in time) | 16,488 | 775 | 29,793 | 45,536 | 92,592
Services (over time) | 3,312 | - | - | - | 3,312
Services (point in time) | - | 92 | 3,549 | 7,705 | 11,346
Construction contracts (over time) | - | 9,479 | - | - | 9,479
| 19,800 | 10,346 | 33,342 | 53,241 | 116,729

The cumulative revenue related to construction contracts, which has not yet been recognised, totals $15.4 million.
E. Geographical information
The Group operates in three principal geographical areas: the United States of America, Israel and Europe. The Group’s
revenue from external customers and information about its segment assets by geographical location are presented by
the location of operations and are detailed below:

$’000s | Revenue from external customers | Non-current assets
| 2024 | 2023 | 2024 | 2023
Area A | 87,554 | 79,324 | 32,529 | 44,841
Area B | 22,654 | 26,535 | 11,061 | 12,607
Area C | 7,128 | 10,870 | 2,302 | 2,242
Total | 117,336 | 116,729 | 45,892 | 59,690

7
Cost of revenues

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Direct costs – Components and subcontractors | 75,368 | 76,071
Changes in inventory | (435) | (3,565)
Salaries and related beneﬁts | 2,552 | 2,641
Overheads and depreciation | 2,493 | 2,672
Other expenses | 558 | 606
| 80,536 | 78,425

83
ANNUAL REPORT & ACCOUNTS 2024
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
8
Sales and marketing expenses

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Salaries and related beneﬁts | 12,750 | 12,000
Commissions | 612 | 603
Outside services | 494 | 395
Advertising and sales promotion | 972 | 1,174
Overheads and depreciation | 3,055 | 2,674
Travelling and other expenses | 1,699 | 1,415
| 19,582 | 18,261

9
General and administrative expenses

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Salaries and related beneﬁts | 7,347 | 7,797
Professional services(*) | 1,896 | 2,462
Overheads and depreciation | 1,637 | 1,729
Other expenses | 1,910 | 2,036
| 12,790 | 14,024
(*) Including auditors’ remuneration for audit |  |
services | 327 | 332

Amounts payable to the auditors by the Group undertakings in respect of non-audit services in 2024 were $34 thousand
(2023: $33 thousand). In addition, payables in respect of non-audit services to other than the Company’s auditors, for tax and
internal audit services in 2024, were $19 thousand and $25 thousand, respectively (2023: for tax and internal audit services
$70 thousand and $56 thousand, respectively).
10
Research and development expenses

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Salaries and related beneﬁts | 2,704 | 2,824
Components and subcontractors | 1,655 | 1,264
Overheads and depreciation | 623 | 536
Other expenses | 194 | 321
Government grants | (540) | (502)
| 4,636 | 4,443

FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
84
ANNUAL REPORT & ACCOUNTS 2024
11
Staﬀ costs
The average monthly number of employees in 2024 (including executive directors) was 867 (2023: 897).

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Wages and salaries | 24,411 | 22,954
Share-based payments | 942 | 2,308
| 25,353 | 25,262

12
Other operating expenses (income)

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Impairment of goodwill (1) and intangible assets | 6,809 | -
Gain from disposal of property | (263) | (83)
Change in liabilities | (2,074) | (860)
Amortisation of intangible assets | 84 | 94
Other | (103) | (306)
| 4,453 | (1,155)

(1)
See note 25 in relation to impairment of goodwill
13
Finance income

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Interest on bank deposits and other | 421 | 1,028
Gain on ﬁnancial assets at FVTPL | 244 | 301
| 665 | 1,329

14
Finance expenses

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Interest on loans and bank fees | (643) | (605)
Interest expense on liabilities | (744) | (683)
| (1,387) | (1,288)

(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
85
15
Income tax expenses

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Current tax | (1,307) | (1,008)
Tax on previous years | (474) | 20
Deferred tax (note 29) | 53 | 212
| (1,728) | (776)

Taxation under various laws:
Israel
The Company is an “industrial company” as deﬁned in the Israeli Law for the Encouragement of Industry (Taxes) 1969.
1.
The corporate income tax rate for the years 2023 and 2024 is 23%.
2.
Encouragement of Capital Investments Law:
a. The corporate tax rate for each company with Preferred Enterprise status for the years 2023 and 2024 is 7.5%.
b.
Including additional tax tracks for Preferred Technological Enterprise (tax rate of 7.5% in Area “A” and tax rate of 12%
in Area “Other”) and for special Preferred Technological Enterprise (tax rate of 6%).
c.
Determining relief of the threshold conditions to enter the track of “Special Preferred Enterprise” relevant for huge
companies (tax rates of 5% in Area “A” or 8% in the Area “Other”).
The Company has Preferred Enterprise status in Area A and its Israeli subsidiaries are being assessed according to the
corporate income tax rate.
The Company and its Israeli subsidiaries have tax loss carry-forwards of $133.1 million for which the Group did not create
deferred tax assets. According to the Israeli tax law there is no expiry date to use such losses.
The Company tax assessments for the years up to and including the 2019 tax year are considered as ﬁnal.
The United States of America
Telco Systems incurred losses for tax purposes. In addition, in accordance with U.S. tax law, Telco Systems elected to
amortise a substantial part of the excess cost paid by the Company in its acquisition over a period of 15 years, which has
resulted in tax loss carry-forwards. According to U.S. law, losses created until 2017 can be carried forward for 20 years.
As of 31 December 2024, the total carry-forward losses of Telco Systems amounted to $196.2 million of which deferred
tax assets of $3.1 million have been recognised in respect of such losses to the extent that a suﬃcient taxable proﬁt will
be available in the foreseeable future.
The corporate income tax for the years 2024 and 2023 is 21%.
Other jurisdictions
Taxation for other jurisdictions than those mentioned above is calculated at the rates prevailing in the respective
jurisdictions. The corporate income tax rate for subsidiaries with signiﬁcant sales are: Moldova is 12%, Romania is 16%
and Italy is 27.9%.
The Group has tax loss carry-forwards of $8.4 million in European subsidiaries and the Group did not recognise deferred
tax assets in respect of $7.4 million of such losses.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
86
The income tax expenses for the year can be reconciled to the proﬁt per the consolidated statement of proﬁt or loss as
follows:

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Proﬁt (loss) before tax | (5,383) | 2,772
Tax expense at the Israeli statutory corporate income tax rate of 23% | (1,238) | 619
Current year losses for which no deferred tax assets were recognised | 1,653 | 622
Diﬀerences between statutory tax in Israel (23%) and subsidiaries tax rate | 699 | (246)
Impairment of goodwill and intangible assets | 479 | -
Tax losses utilised in current period for which no deferred tax assets have | (123) | (204)
been recognised
Deferred tax assets recognised | -- | (199)
Tax on previous years | 474 | (20)
Other | (216) | 204
Tax expenses for the year | 1,728 | 776

16
Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:

| Year ended 31 December
| 2024 | 2023
Earnings (loss) from continuing operations for the purposes of basic and | (7,498) | 1,181
diluted earnings per share ($’000s) attributable to Owners of the Company
Loss from discontinued operations for the purposes of basic and diluted | (14,798) | (1,374)
earnings per share ($’000s) attributable to Owners of the Company
Number of shares |  |
Weighted average number of ordinary shares for the purposes of basic | 436,259,446 | 436,051,454
earnings per share
Eﬀect of dilutive potential ordinary shares | 1,192,389 | 766,993
Weighted average number of ordinary shares for the purposes of |  |
calculation of diluted earnings per share | 437,451,835 | 436,818,447

The number of dilutive instruments that could potentially dilute basic earnings per share in the future, but were not
included in the calculation of diluted earnings per share because they are antidilutive for the year, is 29,020,965 (2023:
25,049,219).
ANNUAL REPORT & ACCOUNTS 2024
87
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
17
Short-term investment in deposits and other securities

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Interest-bearing deposits | 174 | 281
Financial assets at FVTPL | 5,498 | 8,144
| 5,672 | 8,425

The average interest rate of deposits as of 31 December 2024 and 2023 are 4.0% and 4.0% respectively.
18
Trade and other receivables

| 31 December
| 2024 | 2023
Trade and other receivables | $’000s | $’000s
Trade receivable account | 19,384 | 21,806
Prepaid expenses & Deposits | 3,438 | 3,898
Construction contracts (see following table) | 1,298 | 2,528
Government authorities | 1,478 | 1,217
Other debtors | 4,016 | 1,770
| 29,614 | 31,219

| 31 December
| 2024 | 2023
Construction contracts | $’000s | $’000s
Composition: |  |
Cumulative costs incurred | 18,212 | 18,232
In addition - Recognised proﬁts | 1,111 | 2,306
Less accounts submitted to project customers | (18,025) | (18,010)
| 1,298 | 2,528

No interest is charged on the receivables. A net reversal of allowance has been made at 31 December 2024 for estimated
irrecoverable amounts from the sale of goods of $2,997 thousand (2023: allowance of $3,215 thousand), including a loss
allowance for expected credit losses according to IFRS 9. The directors consider that the carrying amount of trade and
other receivables approximates their fair value.
As of 31 December 2024, trade receivable account includes amounts of $10.9 million for which the maturity date has
expired (including a receivable in the amount of $2.5 million that is overdue by more than a year), but the Group, based on
past experience and on the credit quality of the debtors and given that a substantial part of the debts have been collected
by the date of the approval of this annual report, has not made an allowance for doubtful debts since the Company expects
that those debts are collectible.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
88
Credit risk
The Group’s principal ﬁnancial assets are cash and cash equivalents, trade and other receivables, deposits and
investments at fair value. The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented
in the consolidated statements of ﬁnancial position are net of allowances for credit loss.
19
Inventories

| 31 December
| 2024 | 2023
| $’000s | $’000s
Raw materials | 5,132 | 7,537
Work-in-progress | 2,373 | 3,864
Finished goods | 25,205 | 26,826
| 32,710 | 38,227

During 2024, a net of $0.1 million of slow-moving inventory was impaired and expensed to the proﬁt or loss account
(2023: $0.1 million).
20
Discontinued operations
During the year, the Board resolved to dispose of the eco-med operation, which constitute part of the Group's non-core
segment. The operation, which is expected to be sold within 12 months, has been classiﬁed as a discontinued operation.
The comparative consolidated statement of proﬁt or loss and the cash ﬂow has been re-presented to show the discontinued
operation separately from the continuing operations.
During the reporting period, a claim with respect to the discontinued operation was pending regarding alleged breach
of contract to supply products and resulting damages. To the extent that the management, based on the advice of its
consultants, predicts that the claim may result in a required outﬂow of funds from the Group, the management, based
on the advice of its legal advisers, is of the opinion that an adequate provision was made in the ﬁnancial statements.
The results of the discontinued operation are as follows:

| 31 December
| 2024 | 2023
| $’000s | $’000s
Revenues | 3,238 | 6,101
Expenses* | 13,962 | 7,412
Loss from valuation of fair value less costs to sell | 4,065 | -
Pre-tax loss for the year attributable to discontinued operations | (14,789) | (1,311)
Tax expenses | 9 | 63
Loss for the year attributable to discontinued operations | (14,798) | (1,374)
Other comprehensive income (expenses) for the year | (941) | 264
Total comprehensive loss for the year | (15,739) | (1,110)

* During the year, the Company recorded impairments of inventory and other receivables from this operation totalling $5.6m.
89
ANNUAL REPORT & ACCOUNTS 2024
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
21
Held for sale
As part of the Group’s strategy to divest its non-core businesses, the Group’s Eco-med business and Provider of genetic
test operations, which are part of the Group’s non-core business, are presented as held for sale as the Group expects these
operations to be disposed within of 12 months.
Eﬀorts to sell the disposal group held for sale operations have commenced, and signiﬁcant progress was made towards the
disposal of one of the Group’s businesses for the distribution of genetic tests, Progenetics Ltd. The Group has entered into
an agreement, post year-end, to sell its entire shareholding in Progenetics. The transaction values Progenetics at NIS 14m
(c. $4m), of which BATM will receive approximately $2m in cash for its 51% shareholding.
Impairment losses relating to the disposal groups
Impairment losses of $5.1m for write-downs of the disposal group held for sale operations to the lower of its carrying
amount and its fair value less costs to sell have been recognised.

|  | Provider of | Total
| Eco-med | genetic tests | $’000s
Trade and other receivables | 1,136 | 705 | 1,841
Property, plant and equipment | - | 17 | 17
Right-of-use assets | 1,209 | - | 1,209
Goodwill | - | 1,593 | 1,593
Total assets classiﬁed as held for sale | 2,345 | 2,315 | 4,660
Trade and other payables | 835 | 902 | 1,737
Current maturities of lease liabilities | 286 | - | 286
Long-term liabilities | 36 | - | 36
Long-term lease liabilities | 919 | - | 919
Total liabilities associated with assets classiﬁed as held for sale | 2,076 | 902 | 2,978

22
Property, plant and equipment

| Land & | Plant and | Motor | Furniture | Leasehold |
($’000s) | buildings | equipment | vehicles | & ﬁttings | improvements | Total
Cost |  |  |  |  |  |
At 1 January 2023 | 6,790 | 21,581 | 2,235 | 3,910 | 3,790 | 38,306
Additions | 130 | 1,454 | 179 | 299 | 489 | 2,551
Disposals | (17) | (340) | (135) | (21) | (176) | (689)
Eﬀect of translation adjustment | 322 | 376 | 169 | 158 | 15 | 1,040
At 1 January 2024 | 7,225 | 23,071 | 2,448 | 4,346 | 4,118 | 41,208
Additions | - | 330 | 320 | 128 | 89 | 867
Disposal | (460) | (114) | (380) | (37) | - | (991)
Classiﬁed as Held for Sale | (384) | (2,131) | (67) | (764) | (307) | (3,653)
Eﬀect of translation adjustment | (371) | (683) | (200) | (172) | (90) | (1,516)
At 31 December 2024 | 6,010 | 20,473 | 2,121 | 3,501 | 3,810 | 35,915

FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
90

|  |  |  | Furniture |  |
| Land and | Plant and | Motor | and | Leasehold | Total
($’000s) | buildings | equipment | vehicles | ﬁttings | improvements |
Accumulated depreciation |  |  |  |  |  |
At 1 January 2023 | 2,059 | 14,225 | 1,271 | 3,820 | 1,622 | 22,997
Depreciation expense | 253 | 1,145 | 225 | 203 | 393 | 2,219
Disposals | (3) | (333) | (106) | (19) | (110) | (571)
Eﬀect of translation adjustment | 112 | 186 | 90 | 107 | 17 | 512
At 1 January 2024 | 2,421 | 15,223 | 1,480 | 4,111 | 1,922 | 25,157
Depreciation expense | 424 | 1,146 | 267 | 217 | 404 | 2,458
Disposals | (133) | (38) | (191) | (26) | - | (388)
Impairment* | 23 | 1,203 | 3 | - | - | 1,229
Classiﬁed as Held for Sale | (384) | (2,116) | (66) | (761) | (307) | (3,634)
Eﬀect of translation adjustment | (192) | (403) | (130) | (137) | (61) | (923)
At 31 December 2024 | 2,159 | 15,015 | 1,363 | 3,404 | 1,958 | 23,899
Carrying amount |  |  |  |  |  |
At 31 December 2024 | 3,851 | 5,458 | 758 | 97 | 1,852 | 12,016
At 31 December 2023 | 4,804 | 7,848 | 968 | 235 | 2,196 | 16,051

* Impairment related to assets which are part of disposal groups which were classiﬁed to held for sale
23
Investment property
Additional Information
Fair value disclosures for investment properties measured using the cost model
Details of the Group’s freehold land and buildings and information about the fair value hierarchy as at year end are as
follows:

| 31 December 2024 | 31 December 2023
| At amortised cost | Fair value | At amortised cost | Fair value
| $’000s | $’000s | $’000s | $’000s
Italy | 548 | 953 | 612 | 1,014

The fair value of the asset was determined based on the market comparable approach that reﬂects recent transaction
prices for similar properties, where the market rentals of all lettable units of the properties are assessed by reference
to the rentals achieved in the lettable units as well as other lettings of similar properties in the neighbourhood. The
capitalisation rate adopted is made by reference to the yield rates observed by the valuers for similar properties in the
locality and adjusted based on the valuers’ knowledge of the factors speciﬁc to the respective properties.
Average market price, taking into account the diﬀerences in location and individual factors, such as frontage and size,
between the comparables and the property, was $985 per square metre for the property in Italy.
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
91
ANNUAL REPORT & ACCOUNTS 2024
24
Right-of-use assets

($’000s) | Plant and equipment | Buildings | Motor vehicles | Total
Cost |  |  |  |
At 1 January 2023 | 1,013 | 9,806 | 1,182 | 12,001
Additions | 241 | 1,272 | 305 | 1,818
Disposals | - | (1,912) | - | (1,912)
Eﬀect of translation adjustment | 34 | 196 | 16 | 246
At 31 December 2023 | 1,288 | 9,362 | 1,503 | 12,153
Additions | 954 | 2,076 | 542 | 3,572
Disposals | - | (2,011) | (98) | (2,109)
Eﬀect of translation adjustment | (114) | (64) | (139) | (317)
Classiﬁed as Held for Sale | - | (1,395) | - | (1,395)
At 31 December 2024 | 2,128 | 7,968 | 1,808 | 11,904

($’000s) | Plant and equipment | Buildings | Motor vehicles | Total
Accumulated depreciation |  |  |  |
At 1 January 2023 | 306 | 5,529 | 705 | 6,540
Charge for the year | 251 | 1,580 | 303 | 2,134
Disposals | - | (1,034) | - | (1,034)
Eﬀect of translation adjustment | 14 | 141 | 7 | 162
At 31 December 2023 | 571 | 6,216 | 1,015 | 7,802
Charge for the year | 384 | 1,597 | 335 | 2,316
Disposals | - | (1,901) | (98) | (1,999)
Eﬀect of translation adjustment | (53) | (17) | (137) | (207)
Classiﬁed as Held for Sale | - | (186) | - | (186)
At 31 December 2024 | 902 | 5,709 | 1,115 | 7,726
Carrying amount |  |  |  |
At 31 December 2024 | 1,226 | 2,259 | 693 | 4,178
At 31 December 2023 | 717 | 3,146 | 488 | 4,351

The Group leases several assets including buildings and motor vehicles. The average lease term of buildings and motor
vehicles is approximately 5 and 3 years, respectively.
The maturity analysis of lease liabilities is presented in note 28.
Amounts recognised in proﬁt or loss

| 2024 | 2023
| $’000s | $’000s
Interest expense on lease liabilities | 296 | 192
Expense relating to short-term leases | 926 | 978

At 31 December 2024, the Group was committed to $1.3 million for short-term leases (2023: $0.8 million). The total cash
outﬂow for leases amounted to $2,098 thousand (2023: $1,938 thousand).
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
92
ANNUAL REPORT & ACCOUNTS 2024
25
Goodwill
The Group annually tests goodwill for impairment or more frequently if there are indications that goodwill might be
impaired. Management conducted their annual impairment testing, using an external valuation specialist as necessary,
to assess the recoverability of goodwill while considering the Group's execution on its business strategy and whether
there were also indicators of impairment with respect to intangible assets.
The Group has four reportable business segments and goodwill is allocated to CGUs as follows:
Networking Segment: an amount of $1,984 thousand (2023: $1,984 thousand). Diagnostics Segment: $285 thousand
(2023: $1,360 thousand), which is allocated to two CGUs: Diagnostics: $0 thousand (2023: $1,057 thousand) and
Distribution of diagnostics: $285 thousand (2023: $303 thousand). Non-core Segment: $1,075 thousand (2023: $9,419
thousand), which is allocated to four CGUs: Distribution of pharmaceutical: $0 thousand (2023: $776 thousand),
Analytical instruments distribution: $1,075 thousand (2023: $3,580 thousand) and two CGUs in the non-core which
were classiﬁed to held for sale: Eco-Med: $0 thousand (2023: $2,550 thousand) and Provider of genetic tests: $1,593
thousand (2023: $2,513 thousand).
The recoverable amounts of the CGUs are determined from value-in-use calculations or fair value less cost to sell for
disposal groups held for sale. The key assumptions for the value-in-use calculations are those regarding the discount
rates, growth rates and expected related expenses during the period. Pre-tax discount rates of between 11.4% - 22.0%
have been used. Changes in expenses are based on recent history and expectations of future changes in the market.
For the purpose of the goodwill impairment test on value-in-use, the Group prepares cash ﬂow forecasts derived from
the most recent ﬁnancial budget approved by management and extrapolates indeﬁnite cash ﬂows based on estimated
growth rates. For the purposes of this calculation management have used revenue growth rates for the Networking CGU
of 41% average growth per year for 1-5 years and 1% thereafter; for the Diagnostics CGU of 27% average growth per year
for 1-5 years and 4% thereafter; for the Distribution of diagnostics CGU of 13% average growth per year for 1-5 years and
1% thereafter; for the Distribution of pharmaceutical CGU of 9% average growth per year for 1-5 years and 1% thereafter;
and for the Analytical instruments distribution CGU of 2% average growth per year for 1-5 and 1% thereafter.
The average operating expenses have been assumed to grow for the Networking CGU at 2% average growth per year for
1-5 and 1% thereafter; for the Diagnostics CGU at 4% average growth per year for 1-5 and 4% thereafter; for the Distribution
of diagnostics CGU at 9% average growth per year for 1-5 and 1% thereafter; for the Distribution of pharmaceutical CGU
at 7% average growth per year for 1-5 and 1% thereafter; and for the Analytical instruments distribution CGU at 2%
average growth per year for 1-5 and 1% thereafter. The average cost of goods sold has been assumed to grow for the
Networking CGU at 44% average growth per year for 1-5 and 1% thereafter; for the Diagnostics CGU at 25% average
growth per year for 1-5 and 4% thereafter; for the Distribution of diagnostics CGU at 14% average growth per year for 1-5
and 1% thereafter; for the Distribution of pharmaceutical CGU at 10% average growth per year for 1-5 and 1% thereafter;
and for the Analytical instruments distribution CGU at 3% average growth per year for 1-5 and 1% thereafter.
Based on the above analysis, the Group recognised impairment losses for the Distribution of pharmaceutical CGU $762
thousand, Analytical instruments distribution CGU $2,504 thousand and for the Diagnostics CGU an impairment of
which $995 thousand related to goodwill.
For the purpose of goodwill impairment test based on fair value less cost to sell, the Group recognised impairment losses of
$2,550 thousand in its Eco-Med CGU and an additional $915 thousand in its provider of genetics tests CGU.
The fair value measurement was based on level 3 hierarchy. The key assumptions used for the Eco-Med CGU include pre-tax
discount rates of 12.2%, revenue growth rates of 16% per year for 1-5 years and 0% thereafter, average operating expenses
decrease of 10% per year for 1-5 and 0% thereafter, and average cost of goods sold growth of 7% per year for 1-5 and 0%
thereafter. The fair value of the Provider of genetics tests CGU was based on market value following advanced negotiations.
During the ﬁnancial year, the Group recognised an impairment loss from continuing operations of $5.2 million related to
goodwill, out of which $0.9 million is related to an operation that was classiﬁed as held for sale, and an additional $2.5 million
is related to an operation that was classiﬁed as discontinued operations.
93
ANNUAL REPORT & ACCOUNTS 2024
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024

| 2024 | 2023
| $’000s | $’000s
Balance at 1 January | 12,763 | 12,583
Impairment losses for the year | (7,726) | -
Classiﬁed as held for sale (1) | (1,593) | -
Foreign exchange diﬀerence | (100) | 180
Balance at 31 December | 3,344 | 12,763

(1)
see note 21 in respect of held for sale
26
Intangible assets

| Customer Relationships |  |  |
| and Backlog | Technology | Other | Total
| $’000s | $’000s | $’000s | $’000s
Cost |  |  |  |
As at 1 January 2023 | 11,385 | 18,258 | 1,637 | 31,280
Additions from internal development | - | 2,782 | - | 2,782
Eﬀect of translation adjustments | 362 | 196 | (27) | 531
At 1 January 2024 | 11,747 | 21,236 | 1,610 | 34,593
Additions from internal development | - | 2,707 | - | 2,707
Classiﬁed as held for sale | (1,400) | (2,041) | (312) | (3,753)
Eﬀect of translation adjustments | (283) | (347) | (5) | (635)
At 31 December 2024 | 10,064 | 21,555 | 1,293 | 32,912
Accumulated amortisation |  |  |  |
At 1 January 2023 | 11,346 | 12,464 | 1,522 | 25,332
Amortisation expense | 10 | 702 | 83 | 795
Eﬀect of translation adjustments | 350 | 103 | (6) | 447
At 1 January 2024 | 11,706 | 13,269 | 1,599 | 26,574
Amortisation expense | 10 | 597 | 73 | 680
Impairment losses for the year | - | 1,802 | 116 | 1,918
Eﬀect of translation adjustments | (292) | (214) | (5) | (511)
Classiﬁed as held for sale | (1,400) | (1,837) | (516) | (3,753)
At 31 December 2024 | 10,024 | 13,617 | 1,267 | 24,908
Carrying amount |  |  |  |
At 31 December 2024 | 40 | 7,938 | 26 | 8,004
At 31 December 2023 | 41 | 7,967 | 11 | 8,019

FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
94
ANNUAL REPORT & ACCOUNTS 2024
27
Subsidiaries
A list of the signiﬁcant direct and indirect investments in subsidiaries, including the country of incorporation, and percent
of ownership interest as at 31 December 2024 is presented below.

| Principal | Country of | Ownership
Subsidiary | activity | incorporation | interest
Entity A | Telecommunication | United States of America | 100%
Entity B | Distribution of diagnostics | Romania | 100%
Entity C | Eco-Med* | Hungary | 100%
Entity D | Distribution | Moldova | 51%
Entity E | Diagnostics | Italy | 96%
Entity F | Diagnostics | Italy | 96%
Entity G | Cyber | Israel | 67%
Entity H | Distribution | Hungary | 100%
Entity I | Distribution* | Israel | 100%

* see note 20 in respect of disposal groups held for sale
The most signiﬁcant NCIs (49%) are related to entity D, which the proﬁt for 2024 amounts to $621 thousand (2023: loss
of $40 thousand).
28
Investment in joint venture and associate

| 2024 | 2023
| $’000s | $’000s
As at 1 January 2024 | 17,894 | 15,555
Additions | 1,378 | 2,456
Equity Proﬁt (loss) | (345) | (822)
Eﬀect of translation adjustments | (1,125) | 705
At 31 December 2024 | 17,802 | 17,894

Most of the carrying amount is related to investment in ADOR Diagnostics Ltd (“ADOR”). During 2023, ADOR secured an
investment of $7.5 million, of which the Group is contributing $3.5 million, to be paid on the completion of milestones. As
at the balance sheet date, the Group had invested in four tranches, resulting in a shareholding of 43.2%. Following the full
investment, the Group’s shareholding in ADOR will increase to 43.6%.
ANNUAL REPORT & ACCOUNTS 2024
95
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
29
Deferred tax
Deferred tax assets
The following are deferred tax assets recognised by the Group and movements thereon during the current and prior
reporting period (see also note 15).

| Losses carried |  |
| forward | Other | Total
| $’000s | $’000s | $’000s
At 1 January 2023 | 3,362 | – | 3,362
Change for the period | – | 135 | 135
Eﬀect of translation adjustments | 10 | – | 10
At 1 January 2024 | 3,372 | 135 | 3,507
Change for the period | – | 14 | 14
Eﬀect of translation adjustments | (15) | (8) | (23)
At 31 December 2024 | 3,357 | 141 | 3,498

The Company incurred tax losses in certain jurisdictions, to which deferred tax assets relate, to the extent that it is
expected that future taxable proﬁt will be available and can be utilised against them. The deferred tax assets were
analysed based on forecasted operations and existing agreements and backlog. The Company expects that taxable
proﬁts will be available, as a result of an increasing demand, new products and expansion to new markets.
Deferred tax liabilities

| Intangible | Tangible assets |
| assets | and other | Total
| $’000s | $’000s | $’000s
At 1 January 2023 | 54 | 66 | 120
Change for the period | (11) | (66) | (77)
Eﬀect of translation adjustments | (4) | - | (4)
At 1 January 2024 | 39 | - | 39
Change for the period | (39) | - | (39)
Eﬀect of translation adjustments | - | - | -
At 31 December 2024 | - | - | -

The following are unrecognised taxable temporary diﬀerences associated with investments and interests:
Taxable temporary diﬀerences in relation to investments in subsidiaries for which deferred tax liabilities have not been
recognised amount to: $14,773
thousand as of 31 December 2024 (31 December 2023: $16,895 thousand).
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
96
ANNUAL REPORT & ACCOUNTS 2024
30
Financial and other liabilities
Trade and other payables

| 31 December
| 2024 | 2023
| $’000s | $’000s
Trade creditors | 20,896 | 22,532
Salary accruals | 5,431 | 6,219
VAT and other tax | 2,136 | 2,580
Provision | 123 | 115
Liability for acquisition | 658 | 2,788
Other creditors and accruals | 7,447 | 7,428
| 36,691 | 41,662

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The
directors consider that the carrying amount of trade payables approximates to their fair value.
Long-term bank credit

| 31 December
| 2024 | 2023
| $’000s | $’000s
Long-term bank credit | - | 1,328
| - | 1,328

Long-term liabilities

| 31 December
| 2024 | 2023
| $’000s | $’000s
Liability to the oﬃce of the chief scientist | 2,088 | 2,319
Government institutions, contingencies and others | 4,500 | 1,130
| 6,588 | 3,449

ANNUAL REPORT & ACCOUNTS 2024
97
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
Changes in ﬁnancial liabilities where the cash ﬂows in respect thereof are classiﬁed to ﬁnancing activities

| Open | Cash ﬂow from ﬁnance | Foreign exchange | Close
| balance | activities, net | diﬀerences | balance
2024 | $’000s | $’000s | $’000s | $’000s
Short term | 3,276 | 1,098 | (113) | 4,261
Long term | 1,328 | (1,197) | (131) | -
| 4,604 | (99) | (244) | 4,261

| Open | Cash ﬂow from (used in) | Foreign exchange | Close
| balance | ﬁnance activities, net | diﬀerences | balance
2023 | $’000s | $’000s | $’000s | $’000s
Short term | 2,235 | 737 | 304 | 3,276
Long term | 2,000 | (735) | 63 | 1,328
| 4,235 | 2 | 367 | 4,604

Lease liabilities

| 2024 | 2023
| $’000s | $’000s
Balance as at 1 January | 4,480 | 5,742
Cash payments | (2,395) | (2,327)
Other (mainly additions) | 3,640 | 1,201
Classiﬁed as held for sale | (1,204) | -
Foreign exchange impact | (131) | (136)
Balance as at 31 December | 4,390 | 4,480

| 31 December
| 2024 | 2023
| $’000s | $’000s
Maturity analysis |  |
Year 1 | 2,032 | 1,830
Year 2 | 1,161 | 1,279
Year 3 | 663 | 729
Year 4 | 377 | 442
Onwards | 157 | 200
| 4,390 | 4,480

FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
98
ANNUAL REPORT & ACCOUNTS 2024
31
Share capital

| Ordinary shares of NIS 0.01 each (number of shares)
| 2024 | 2023
Authorised: | 1,000,000,000 | 1,000,000,000
Issued and fully paid: | 441,026,659 | 440,684,134
Held in treasury | (4,495,000) | (4,495,000)
Net | 436,531,659 | 436,189,134

The Company has one class of ordinary shares which carry no right to ﬁxed income.
During 2024 and 2023, 342,525 and 150,010 RSUs were exercised respectively by grantees (see note 34 - share-based
payments)
32
Note to the cash ﬂow statement

| Year ended 31 December
| 2024 | 2023
| $’000s | $’000s
Operating proﬁt (loss) from continuing operations | (4,661) | 2,731
Adjustments for: |  |
Amortisation of intangible assets | 680 | 622
Depreciation of property, plant and equipment and investment property | 4,288 | 4,058
Gain on sale of property, plant and equipment | (263) | (20)
Impairment of goodwill and other assets | 6,809 | -
Share-based payments expenses | 942 | 2,518
Increase in retirement beneﬁt obligation | 16 | 24
Operating cash ﬂow before movements in working capital | 7,811 | 9,933
Increase in inventories | (521) | (2,676)
Decrease (increase) in receivables | (1,197) | 3,438
Decrease in payables expense | (2,630) | (3,903)
Eﬀects of exchange rate changes on the balance sheet | (1,777) | 1,337
Cash from operations | 1,686 | 8,129
Income taxes paid | (1,291) | (694)
Interest paid | (663) | (666)
Interest received | 421 | 632
Net cash from continuing operating activities | 153 | 7,401
Net cash from discontinued operating activities | (1,806) | (2,392)

99
ANNUAL REPORT & ACCOUNTS 2024
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
33
Guarantees and liens
The Group provided from time-to-time bank guarantees due to advances from customers. The Company registered
several liens in favour of banks.
34
Share-based payments
Equity-settled share option scheme
In November 2021, the Company approved a Global Share Incentive Plan (hereinafter: “the 2021 Plan”), under which
the Company can grant options or restricted share units or allot shares (including restricted shares), according to the
procedures, terms and conditions speciﬁed in the 2021 Plan. Options granted prior to the 2021 Plan are subject to the
terms and conditions under which they were granted.
Details of the share options outstanding during the year are as follows:

| 2024 | 2023
| Number | Weighted average | Number | Weighted average
| of share | exercise price | of share | exercise price
| options | (in GBP) | options | (in GBP)
Outstanding at beginning of year | 25,655,400 | 0.2619 | 5,481,200 | 0.2976
Granted during the year | 5,125,397 | 0.1973 | 20,174,200 | 0.2522
Forfeited during the year | (853,631) | 0.2327 | - | -
Exercised during the year | - | - | - | -
Outstanding at the end of the year | 29,927,166 | 0.2517 | 25,655,400 | 0.2619
Exercisable at the end of the year | 11,511,600 | 0.2742 | 5,406,200 | 0.2871

The outstanding options at 31 December 2024 had a weighted average exercise price of GBP 0.2517, and a weighted aver
-
age remaining contractual life of 4 years. During the year, the Company granted a total of 5,125,397 options over ordinary
shares of 0.01 NIS each in the capital of the Company (“Ordinary Shares”) to four grantees for a total fair value of $661k
which were calculated according to the Black-Scholes model. The options were granted under the 2021 Plan.
The inputs into the Black-Scholes model for the options granted are as follows:

| 2024 | 2024 | 2024
| 1st grant | 2nd grant | 3rd grant
Weighted average share price (GBP) | 0.2060 | 0.2040 | 0.1645
Weighted average exercise price (GBP) | 0.2033 | 0.2053 | 0.1858
Expected volatility* | 51% | 51% | 52%
Expected life | 6 | 6 | 6
Risk-free rate | 3.6% | 3.8% | 4.0%
Expected dividends | 0% | 0% | 0%
Fair value of the grant | $281k | $180k | $200k

On 1 January 2023, the Company granted a total of 17,663,306 options over ordinary shares of 0.01 NIS each in the capital
of the Company (“Ordinary Shares”) to the Chairman and CEO of the Company. The options were granted under the
2021 Plan after receiving the approval of shareholders at a general meeting. In May and December 2023, the Company
granted 2,110,894 and 400,000 options, respectively, to senior employees under the 2021 Plan.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
100
The inputs into the Black-Scholes model for the options granted are as follows:

| 2023 | 2023 | 2023
| 1st grant | 2nd grant | 3rd grant
Weighted average share price (GBP) | 0.2549 | 0.2386 | 0.2052
Weighted average exercise price (GBP) | 0.2549 | 0.2386 | 0.2052
Expected volatility* | 48% | 49% | 49%
Expected life | 6 | 6 | 6
Risk-free rate | 3.6% | 3.4% | 4.5%
Expected dividends | 0% | 0% | 0%
Fair value of the grant | $3,091k | $300k | $55k

*Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous 3 years. The expected life used in the
model has been adjusted, based on management’s best estimate, for the eﬀects of non-transferability, exercise restrictions and behavioural considerations.
Details of the restricted share units (“RSUs”) outstanding during the year are as follows:

| Number of RSUs | Number of RSUs
| 2024 | 2023
Outstanding at beginning of year | 1,799,705 | 2,190,359
Granted during the year | - | -
Forfeited during the year | (288,773) | (240,644)
Exercised during the year | (342,525) | (150,010)
Outstanding at the end of the year | 1,168,407 | 1,799,705

The Group recognised total expenses of $942 thousand and $2,518 thousand related to equity-settled share-based
payment transactions in 2024 and 2023, respectively.
35
Retirement beneﬁt obligation
Deﬁned contribution plans
The Group operates deﬁned contribution retirement beneﬁt schemes for all qualifying employees in Israel. The assets
of the schemes are held separately from those of the Group in funds under the control of trustees. Where there are
employees who leave the schemes prior to vesting fully in the contributions, the contributions payable by the Group are
reduced by the amount of forfeited contributions.
Total expenses related to the contribution retirement beneﬁt schemes are: $487 thousand in the year 2024 (2023:
$531 thousand).
The employees of the Group’s subsidiaries in the United States are members of a state-managed retirement beneﬁt
scheme operated by the government of the United States. The subsidiary contributes a speciﬁed percentage of payroll
costs to the retirement beneﬁt scheme to fund the beneﬁts. The only obligation of the Group with respect to the
retirement beneﬁt scheme is to make the speciﬁed contributions.
Deﬁned beneﬁt plans
The Group operates deﬁned beneﬁt schemes for qualifying employees of the Company and its subsidiaries in Israel and
in Italy.
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
101
In Israel, this scheme provides severance pay provision as required by Israeli law.
In Italy, each employee is entitled to
severance payment at the end of employment.
An actuarial valuations of plan assets and the present value of the deﬁned beneﬁt obligation were carried out by an
external appraisal, regarding the employees in Israel. The present value of the deﬁned beneﬁt obligation, the related
current service cost and past service cost were measured using the projected unit credit method. The discount rate was
based on high quality corporate bonds.
The principal assumptions used for the purposes of the actuarial valuations were as follows:

| 2024 | 2023
Discount rate(s) | 5.42% | 5.13%
Expected rate(s) of salary increase | 3-4% | 3-4%
Expected inﬂation rate | 2.52% | 2.59%
Employee turnover rate | 7.50% | 8%

Amounts recognised in comprehensive income in respect of these deﬁned beneﬁt plans are as follows:
Service cost:

| 2024 | 2023
| $’000s | $’000s
Current service cost | 204 | 163
Net interest expenses | 24 | 22
Components of deﬁned beneﬁt costs recognised in proﬁt or loss | 228 | 185

Re-measurement on the net deﬁned beneﬁt liability:

| 2024 | 2023
| $’000s | $’000s
Return on plan assets (excluding amounts included in net interest |  |
expense) | 103 | (23)
Actuarial gains and losses arising from changes in ﬁnancial assumptions | 0 | 4
Actuarial gains and losses arising from other | 89 | 24
Components of deﬁned beneﬁt costs recognised in other comprehensive |  |
income | 14 | 5

The amount included in the consolidated statements of ﬁnancial position arising from the entity’s obligation in respect
of its deﬁned beneﬁt plans is as follows:

| 2024 | 2023
| $’000s | $’000s
Present value of funded deﬁned beneﬁt obligation | 1,668 | 1,581
Fair value of plan assets | (1,013) | (983)
Net liability | 655 | 598

FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
102
Movements in the present value of the deﬁned beneﬁt obligation in the current period were as follows:

| 2024 | 2023
| $’000s | $’000s
Opening deﬁned beneﬁt obligation | 1,581 | 1,665
Current service cost | 204 | 163
Interest cost | 58 | 56
Remeasurement gains arising from changes in ﬁnancial assumptions | 89 | (29)
Beneﬁts paid | (242) | (197)
Exchange rate diﬀerences | (22) | (77)
Closing deﬁned beneﬁt obligation | 1,668 | 1,581

Movements in the present value of the plan assets in the current period were as follows:

| 2024 | 2023
| $’000s | $’000s
Opening fair value of plan assets | 983 | 1,128
Interest income | 34 | 34
Remeasurements gains/(losses) return on plan assets (excluding |  |
amounts included in net interest expense) | 103 | (24)
Contributions from the employer | 34 | 33
Beneﬁts paid | (135) | (153)
Exchange rate diﬀerences | (6) | (35)
Closing fair value of plan assets | 1,013 | 983

36
Related party transactions
Remuneration of directors and key management

| 2024 | 2023
| $’000s | $’000s
Short- and long-term employee beneﬁts | 1,179 | 1,596
Share-based payments | 841 | 2,128
| 2,020 | 3,724

At the end of the year, the Group had a liability to a related party in the amount of $154 thousand.
Transactions and balances with
associated companies
During the year, the Group provided various services (mostly lab services) to an associated company for an amount of
$951 thousand. At the end of the year, the Group’s assets and liabilities related to associated companies amounted to
$776 thousand and $472 thousand, respectively.
ANNUAL REPORT & ACCOUNTS 2024
103
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
37
Financial Instruments
(a) Capital risk management
Management’s policy is to maintain a strong capital base in order to preserve the ability of the Group to continue
operating so that it may provide a return on capital to its shareholders, beneﬁts to other holders of interests in the Group
such as credit providers and employees of the Group, and sustain future development of the business. Management
of the Group monitors return on capital deﬁned as the total amount of equity attributable to the shareholders of the
Group and also the amount of dividends distributed to the ordinary shareholders.
The Group’s management reviews the capital structure on a periodic basis. As a part of this review the management
considers the cost of capital and the risks associated with each class of capital. Based on management’s recommendations,
the Group will balance its overall capital structure through the payment of dividends. The Group’s overall strategy
remains unchanged from 2006.
(b) Signiﬁcant accounting policies
Details of the signiﬁcant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of ﬁnancial asset,
ﬁnancial liability and equity instrument are disclosed in note 3 to the ﬁnancial statements.
(c) Categories of ﬁnancial instruments

| 2024
| $’000s
Financial assets |
Cash and cash equivalents* | 25,898
Fair value through proﬁt or loss | 6,376
Fair value through OCI | 524
Receivables | 24,017
Financial liabilities |
At amortised cost | 46,375

| 2023
| $’000s
Financial assets |
Cash and cash equivalents* | 32,339
Fair value through proﬁt or loss | 9,121
Fair value through OCI | 524
Receivables | 26,104
Financial liabilities |
At amortised cost | 50,368

* Cash and cash equivalents comprises $15.1 million deposits up to three months and $10.8 million cash (2023: $13.3 million deposits up to three months
and $19.0 million cash).
The majority of the assets included in fair value through proﬁt or loss section measurements are level 1 fair value
measurements, deﬁned as those derived from quoted prices (unadjusted) in active markets for identical assets.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
104
(d) Financial risk management objectives
The Group’s ﬁnance function provides services to the business, coordinates access to domestic and international ﬁnancial
markets, monitors and manages the ﬁnancial risks relating to the operations of the Group through internal risk reports
that analyse exposure by degree and magnitude of risks. These risks include market risk (including currency, interest rate
and inﬂation risk), credit risk, liquidity risk and cash ﬂow interest rate risk.
The Group seeks to minimise the eﬀects of these risks by using derivatives only for economic hedging and does not apply
hedge accounting. The use of ﬁnancial derivatives is governed by the Group’s policies approved by the board of directors,
which provide principles on foreign exchange risk, interest rate risk, credit risk, the use of ﬁnancial derivatives and non-
derivative ﬁnancial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is
reviewed by the internal auditors on a continuous basis.
(e) Market risk
The Group’s activities expose it primarily to the ﬁnancial risks of changes in foreign currency exchange rates (refer to
section f)
and interest rates (refer to section g). The Group enters into a variety of derivative ﬁnancial instruments to manage
its exposure to interest rate and foreign currency risk, including: structured deposits, call options and forward foreign
exchange contracts to hedge the exchange rate risk, which derive mostly from existing monetary assets and liabilities.
There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures
the risk. However, due to recent changes and market volatility, the Group is monitoring closely its exposure and possible
indirect impacts.
(f) Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
ﬂuctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign
exchange contracts.
The Company does not implement hedge accounting.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the
reporting date is as follows:

| Liabilities | Assets
| 2024 | 2023 | 2024 | 2023
| $’000s | $’000s | $’000s | $’000s
EUR | 22,975 | 18,650 | 16,583 | 13,376
NIS | 8,837 | 4,173 | 9,210 | 12,962
RON | 4,356 | 4,451 | 15,469 | 14,744
MDL | 7,878 | 5,803 | 6,241 | 4,884
GBP | 459 | 419 | 53 | 92
Other | 1,663 | 1,879 | 1,371 | 1,256

105
ANNUAL REPORT & ACCOUNTS 2024
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
Foreign currency sensitivity
The Group is mainly exposed to EUR, NIS, MDL, RON and GBP.
The following table details the Group’s sensitivity to a 10% change in USD against the respective foreign currencies
in 2024. The 10% is the rate used when reporting foreign currency risk internally to key management personnel and
represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis of the
Group’s exposure to foreign currency risk at the reporting date has been determined based on the change taking place
at the beginning of the ﬁnancial year and held constant throughout the reporting period. A positive number indicates an
increase in proﬁt or loss and other equity where the USD weakens against the respective currency. If the USD were to
strengthen by the same percentage against the respective currency there would be a similar but reverse impact on the
proﬁt or loss and equity as presented in the tables below.
Proﬁt or loss

| 2024 | 2023
| $’000s | $’000s
NIS Impact | (9) | 796
EUR Impact | 50 | (10)
GBP Impact | (4) | 1

Equity

| 2024 | 2023
| $’000s | $’000s
NIS Impact | 46 | 83
EUR Impact | (690) | (518)
MDL Impact | (164) | (92)
GBP Impact | (37) | (33)
RON Impact | 1,111 | 1,029
Other Currencies Impact | (29) | (63)

The Group’s main exposure derives from its cash, receivables and payables at year end.
The Company engages in ﬁnancial instruments contracts such as forward contracts, call and put options and structured
instruments in order to manage foreign currencies exposure as needed.
(g) Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group may borrow funds at both ﬁxed and ﬂoating
interest rates. The risk is managed by the Group by maintaining an appropriate mix between ﬁxed and ﬂoating rate
borrowings. The Group’s exposure to interest rate on ﬁnancial assets and ﬁnancial liabilities are detailed in the following
table (refer to section h). The exposure to ﬂoating rate loans is not material.
(h) Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities,
by continuously monitoring forecast and actual cash ﬂows, and by matching the maturity proﬁles of ﬁnancial assets and
liabilities.
FINANCIAL STATEMENTS
(continued)
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
ANNUAL REPORT & ACCOUNTS 2024
106
Financial liabilities

| Weighted average |  |  |  |
| eﬀective interest |  | 3 months to |  |
| rate | 0-3 months | 1 year | 1-5 years | Total
| % | $’000s | $’000s | $’000s | $’000s
31 December 2024 |  |  |  |  |
Non-interest bearing |  |  |  |  |
loans | - | 33,863 | 351 | 4,125 | 38,339
Bank loans interest |  |  |  |  |
bearing (*) | 7.71 | 99 | 4,162 | - | 4,261
Lease liabilities | 6.60 | 508 | 1,524 | 2,358 | 4,390
|  | 34,470 | 6,037 | 6,483 | 46,990
31 December 2023 |  |  |  |  |
Non-interest bearing |  |  |  |  |
loans | - | 38,001 | 597 | 3,804 | 42,402
Bank loans interest |  |  |  |  |
bearing(*) | 5.58 | 99 | 3,177 | 1,328 | 4,604
Lease liabilities | 3.39 | 457 | 1,373 | 2,650 | 4,480
|  | 38,557 | 5,147 | 7,782 | 51,486

(*)
Part of the bank loans are ﬁxed rate plus Euribor.
The future bank loan interest to be paid is $163 thousand.
(i) Finance liabilities
Loans from banks are measured at amortised cost using the eﬀective interest method. The diﬀerence between the fair
value of the loans and their book value is not signiﬁcant.
(j) Fair value of ﬁnancial instruments carried at amortised cost
The fair value of the ﬁnancial instruments of the Group carried at amortised cost is not considered to be materially
diﬀerent from the stated amortised cost.
ANNUAL REPORT & ACCOUNTS 2024
107
Other Alternative Measures
Income statement adjustments
The Group has made reference in the annual report to a number of adjustments regarding adjustments related
to the amortisation of intangible assets and share-based payments. These adjustments are outlined below:
Year ended 31 December 2024
(Unaudited)
Reported
results
Adjustments(*)
Adjusted
results
US$ thousands
Gross proﬁt
36,800
432
37,232
Gross margin (%)
31.4%
-
31.7%
Operating proﬁt (loss)
(4,661)
8,430
3,769
EBITDA
7,116
942
8,058
Year ended 31 December 2023
(Unaudited)
Reported
results
Adjustments(*)
Adjusted
results
US$ thousands
Gross proﬁt
38,304
394
38,698
Gross margin (%)
32.8%
-
33.2%
Operating proﬁt
2,731
3,140
5,871
EBITDA
7,411
2,518
9,929
(*) Adjusted to exclude amortisation and one-time impairment event of intangible assets and share-based payments.
The above does not form part of the audited ﬁnancial statements.
EBITDA measurement
The Group uses EBITDA as a performance measure, which is calculated as follows:
Year ended 31 December
2024
(Unaudited)
2023
(Unaudited)
US$ thousands
Operating proﬁt (loss)
(4,661)
2,731
Amortisation of intangible assets
680
622
Share-based payments
942
2,518
Depreciation
4,288
4,058
Impairment
6,809
-
Adj. EBITDA
8,058
9,929
The above does not form part of the audited ﬁnancial statements.
FINANCIAL STATEMENTS
ANNUAL REPORT & ACCOUNTS 2024
108
Company Information
Registered Oﬃce
P.O.B. 7318
, Neve Ne’eman Ind. Area, 4 Ha’harash Street, 4524075 Hod Hasharon, Israel
Company Number
520042813
– Registered in Israel
Company Secretary
Mr. Yair Livneh
Auditors
Brightman Almagor Zohar & Co., a Firm in
the Deloitte Global Network
1 Azriely Center,
Tel-Aviv, Israel
Financial Adviser &
Stockbroke
r
Shore Capital
Cassini House,
57 St James's Street,
London SW1A 1LD, UK
Legal Counsel in UK
Fladgate LLP
16 Great Queen Street,
London WC2B 5DG, UK
Registrar
MUFG Investor Services
10th Floor, Central Square,
29 Wellington Street,
Leeds LS1 4DL, UK
Financial PR Consultants
Gracechurch Group
48 Gracechurch Street,
London EC3V 0EJ, UK
ANNUAL REPORT & ACCOUNTS 2024
109
For more information visit:
www.batm.com
@BATMLtd
@BATM
@BATMgroup
Forward-looking statements
This document contains forward-looking statements. Those statements reﬂect the current opinions, evaluations and
estimations of the Group’s management, and are based on the current data regarding the Group’s business as is
detailed in this document and in the Group’s periodical, interim and immediate reports. The Group does not under
-
take any obligation or make any representation that actual results and events will be in line with those statements,
and stresses that they may diﬀer materially from those statements, due to changes in the Group’s business, market,
competition, demand for the Group’s products or services, general economic factors or other factors that can inﬂu
-
ence the Group’s business and results, due to the risk factors that are detailed in this Annual Report, and due to
information and factors that are currently unknown to the Group’s management and that, if known, would aﬀect the
management’s opinions, evaluations or estimations. The Group will report the actual results and events according to
its legal, accounting and regulatory obligations, and does not undertake any other obligation to report them or their
deviations from the forward-looking statements, or to update any of the forward-looking statements in this document
or to report that it is not valid anymore.
Neve Ne’eman Ind. Area
4 Ha’harash Street, P.O.B. 7318
4524075 Hod Hasharon
Israel