FOR THE YEAR ENDED 31 DECEMBER 2024

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

ADJ. EBITDA

(1)(2)

$8.1m

Increase in total revenue achieved, with strong growth in the Cyber and Diagnostics

divisions offsetting lower revenues in the Networking division

ANNUAL REPORT & ACCOUNTS 2024

4

STRATEGIC REPORT

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

•

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

-

Maximising

resource

allocation

-

Prioritising investment to

maximise top assets

-

Exiting non-core activities

Accelerating

growth

Strengthening our execution

-

Utilising our IP to target

opportunities in large, growing

markets

Sustaining product

development and

commercialisation

ANNUAL REPORT & ACCOUNTS 2024

7

Moti Nagar

Chief Executive Officer

Chief Executive

Officer’s Review

ANNUAL REPORT & ACCOUNTS 2024

8

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.

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

Client relationship managers dedicated

to key customers and key regions

Annual customer surveys as part of the

ISO audit and focused on all aspects

of our customer relationships

Training programmes on our solutions

and products for our customers

Attendance at trade shows, conferences,

seminars and webinars

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

Regular dialogue and interaction

Investor communications, including

reports, presentations and website

Meetings with institutional shareholders

NEDs available to meet with shareholders on

request

Establishment of clear timelines, milestones

and strategic goals

More than 20 customer training

programmes conducted, with participation

of over 580 individuals

Customer satisfaction surveys

Enhanced use of online platforms for

customer engagement

Approximately 38 shareholder meetings or

scheduled calls

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

that supports individuals with disabilities

l

Supply of diagnostic products for

charitable causes

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

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.

$m

2024

2023

$m

2024

2023

$m

2024

2023

$m

2024

2023

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.

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 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.

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

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

STRATEGY

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)

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

)

-

- 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

such timeframes, the Group took into account the nature

of climate-related issues, which often manifest themselves

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

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

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

impact on the Group.

to develop a comprehensive and systematic approach to

measuring its environmental footprint.

Assessment and conduct appropriate Climate Scenario

Analysis in due course.

ANNUAL REPORT & ACCOUNTS 2024

21

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

emissions in

2024 to 1,988 tons (2023

: 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

l

l

ANNUAL REPORT & ACCOUNTS 2024

22

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.

ANNUAL REPORT & ACCOUNTS 2024

24

Risk

How we manage the risk

Risk

change

Competition

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

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

gathered from his years as CFO at BATM and as an audit

manager to international companies. As CEO of BATM

his core skills include:

Business finance

M&A experience

Committee membership

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

healthcare. He also has vast and in-depth knowledge

include:

Committee membership

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

His skills include:

M&A and IPOs

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

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

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

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.

in top-management and international cooperation.

development and environmental science, which is

diagnostic activities.

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.

understanding of corporate governance, including for

international public companies.

ANNUAL REPORT & ACCOUNTS 2024

29

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

Board of Directors of the Group

•

Chairman

•

Non-executive Directors

•

External Directors*

•

Executive Directors

Reporting &

accountability

Appointment,

review and

approval

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

9/9

-

3/3

4/4

Moti Nagar, CEO

9/9

-

-

4/4

Ran Noy, CFO

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

9/9

6/6

5/5

3/3

4/4

Dr. Shmuel Ben Zvi, NED

1/1

-

-

-

-

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

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 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.

RELATIONS WITH SHAREHOLDERS AND

SIGNIFICANT SHAREHOLDERS

l

l

l

l

l

l

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

Matters reserved for the Board and Board and Committee Meetings

30

Division of Responsibilities

30

Board Committees

32-33

Directors’ Biographies

25-28

The Board

29

Effectiveness & Evaluation

31

Nomination Committee

32

Audit Committee Report

36-38

Risk Management

22-24

Directors’ Remuneration Report

39-57

ANNUAL REPORT & ACCOUNTS 2024

35

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

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

l

l

l

l

l

l

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 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.

ANNUAL REPORT & ACCOUNTS 2024

41

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

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

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

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

47

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

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:

Work plan targets

Budget targets

Accomplishment of specific projects

Meeting pre-defined goals of -

EBITDA

Revenue

Profit

Operating profit

Cash from operating activities

Cash flow

Share price

Earnings per share

Return on invested capital

Return on capital employed

Total shareholder return

Absolute total shareholder return

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:

who participates in the plan, the quantum of an award and/

or payment and the timing of awards and/or payments

determining the extent of vesting

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

ANNUAL REPORT & ACCOUNTS 2024

51

l

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-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.

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:

Prof. Varda Shalev (Chair)

Harel Locker

Dr. Avigdor Shafferman

The Remuneration Committee receives advice from several

sources, namely:

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.

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

55

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

ANNUAL REPORT & ACCOUNTS 2024

58

CORPORATE GOVERNANCE

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:

Dr. Gideon Chitayat, Non-executive Chairman

Moti Nagar, CPA, Executive Director and Chief Executive

Officer

Ran Noy, CPA, Executive Director and Chief Financial Officer

Dr. Zvi Marom, Founder and Non-executive Director

Harel Locker, Non-executive External Director and Senior

Independent Director ("SID")

Prof. Varda Shalev, Non-executive External Director

Dr. Avigdor Shafferman, Non-executive Director

Dr. Shmuel Ben Zvi, Non-executive Director (appointed

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’.

ANNUAL REPORT & ACCOUNTS 2024

61

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

ANNUAL REPORT & ACCOUNTS 2024

63

Key audit matter

How our audit addressed the key audit matter

Impairment of goodwill and other intangible

assets

thousand.

Management conducted their annual impairment testing using

indicators of impairment with respect to other intangible assets.

Significant judgement is required to determine the value in use.

discount rate and growth rate.

management and the directors. Our audit procedures included:



with respect to other intangible assets, taking into account

the business strategy execution.



value less costs to sell or the value in use of the individual

IAS 36: Impairment of Assets.



directors' estimations applied in the discount rates used in

the value in use calculations.



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.



penetration, new significant contracts and bids, certification

status of new products.

Findings

We found the models and assumptions applied in the goodwill

statements.

Other Information

Responsibilities of Management and

Those Charged with Governance for the

Consolidated Financial Statements

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.

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

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

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

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

–

–

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)

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