Exhibit 99.5

Review Report of the Independent Auditor to the Shareholders of Matrix IT Ltd.	3
Consolidated Statements of Financial Position	4
Consolidated Statements of Profit and Loss and Other Comprehensive Income	6
Consolidated Statements of Changes in Equity Unaudited	7
Consolidated Statements of Cash Flows	12
Notes to the Interim Consolidated Financial Statements	15

The Shareholders of

Matrix IT Ltd.

Ladies and gentlemen,

Review Report of the Independent Auditor to the Shareholders of Matrix IT Ltd.

Introduction

We have reviewed the accompanying interim financial information of Matrix IT Ltd. and its subsidiaries (the “Group”), that includes the condensed interim consolidated statement of financial position as at June 30, 2025, and the related condensed interim consolidated statements of profit and loss and other comprehensive income, changes in equity, and cash flows for the six and three month periods then ended. The Board of Directors and management are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 “Interim Financial Reporting” and they are also responsible for the preparation of this interim financial information in accordance with Chapter D of Securities Regulations (Periodic and Immediate Reports) - 1970. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of Review

We conducted our review in accordance with Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel “Review of Interim Financial Information Performed by the Auditor of the Entity.” A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially smaller in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the abovementioned financial information is not prepared, in all material respects, in accordance with IAS 34.

In addition to the statements in the previous paragraph, based on our review, nothing has come to our attention that causes us to believe that the abovementioned financial information does not comply, in all material respects, with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports) - 1970.

Tel Aviv, Israel

Zif Haft

August 11, 2025

Certified Public Accountants (Isr.) -

BDO Member Firm

Interim Consolidated Financial Statements 3

Matrix IT Ltd.

Consolidated Statements of Financial Position

(NIS thousands)

	As at June 30,		As at June 30,		As at December 31,
	2025		2024		2024
	Unaudited		Unaudited		Audited
Current assets
Cash and cash equivalents		547,753		498,400		668,495
Trade receivables and unbilled receivables, net		1,876,794		1,666,154		1,926,190
Income tax receivable		33,917		43,362		53,567
Other accounts receivable		152,864		138,349		122,273
Inventories		151,127		107,220		101,861
		2,762,455		2,453,485		2,872,386

Non-current assets
Investment in a financial asset measured at fair value through profit and loss		14,512		17,146		17,146
Prepaid expenses		55,565		41,225		30,203
Right-of-use assets		378,615		215,918		369,935
Property, plant, and equipment		101,022		93,396		101,616
Goodwill		993,995		926,199		955,988
Intangible assets		96,933		87,524		89,893
Deferred taxes		52,019		*44,830		42,469
		1,692,661		1,426,238		1,607,250

		4,455,116		3,879,723		4,479,636

Reclassification - The Company reclassified comparative figures to reflect offsetting between deferred tax assets and deferred tax liabilities for right-of-use assets and lease liabilities related to the same tax authority and the same taxable entity.

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 4

Matrix IT Ltd.

Consolidated Statements of Financial Position

(NIS thousands)

	As at June 30,		As at June 30,		As at December 31,
	2025		2024		2024
	Unaudited		Unaudited		Audited
Current liabilities
Credit from banks and other credit providers		389,443		442,813		388,640
Current maturities of debentures		79,955		82,698		81,341
Current maturities of lease liabilities		117,648		105,678		115,574
Trade payables		831,976		580,187		926,753
Income tax payable		6,908		11,759		21,063
Other accounts payable		104,555		98,485		133,631
Employees and payroll accruals		480,338		438,931		510,995
Liabilities in respect of business combinations		7,383		469		10,244
Put options for non-controlling interests		88,026		79,272		82,308
Deferred revenues		424,058		326,721		382,119
		2,530,290		2,167,013		2,652,668
Non-current liabilities
Loans from banks and other lenders		66,751		42,611		19,671
Debentures		262,705		327,917		295,427
Deferred revenues		56,218		64,194		45,667
Put options for non-controlling interests		62,984		25,991		24,764
Lease liabilities		272,292		111,057		257,235
Deferred taxes		29,453		*25,013		23,871
Liabilities in respect of business combinations		9,448		-		8,371
Employee benefit liabilities		11,948		8,005		7,635
		771,799		604,788		682,641
Equity attributable to Company shareholders
Share capital and capital reserves		345,039		384,663		380,099
Retained earnings		750,131		673,924		708,634
		1,095,170		1,058,587		1,088,733

Non-controlling interests		57,857		49,335		55,594

Total equity		1,153,027		1,107,922		1,144,327

		4,455,116		3,879,723		4,479,636

The accompanying notes constitute an integral part of the interim consolidated financial statements.

August 11, 2025

Date of approval of the financial statements

Guy Bernstein

Chair of the Board of Directors

Moti Gutman

CEO

Nevo Brenner

CFO

Interim Consolidated Financial Statements 5

Matrix IT Ltd.

Consolidated Statements of Profit and Loss and Other Comprehensive Income - (NIS thousands)

	For the six months ended June 30,			For the six months ended June 30,			For the three months ended June 30,			For the three months ended June 30,			For the year ended December 31,
	2025			2024			2025			2024			2024
	Unaudited			Unaudited			Unaudited			Unaudited			Audited

Revenues		2,997,579			2,786,445			1,451,379			1,332,732			5,579,538
Cost of sales and services		2,547,822			2,377,516			1,228,682			1,130,946			4,746,544

Gross profit		449,757			408,929			222,697			201,786			832,994
Selling and marketing expenses		104,893			97,663			50,052			46,615			196,231
General and administrative expenses		92,154			89,333			45,926			43,916			186,689
Operating income		252,710			221,933			126,719			111,255			450,074
Financial expenses		55,369			42,388			30,071			20,898			86,956
Financial income		10,609			10,969			4,689			6,065			20,084

Income before taxes on income		207,950			190,514			101,337			96,422			383,202
Taxes on income		51,084			45,991			25,054			23,321			94,978
Net income		156,866			144,523			76,283			73,101			288,224
Other comprehensive income (net of tax effects)
Amounts that will not be subsequently reclassified to profit or loss
Gain from remeasurement of defined benefit plans		1,789			1,928			454			1,138			2,722
Amounts that will be, or that have been, reclassified to profit or loss if specific conditions are met
Adjustments for translation of financial statements		(23,934	)		11,894			(30,474	)		7,065			(1,140	)
Change in fair value of instruments used in cash flow hedging		(1,729	)		(195	)		(1,450	)		(272	)		(4	)
Total comprehensive income		132,992			158,150			44,813			81,032			289,802
Net earnings attributable to:
Company shareholders		148,497			138,141			72,918			69,495			272,422
Non-controlling interests		8,369			6,382			3,365			3,606			15,802
		156,866			144,523			76,283			73,101			288,224
Total comprehensive income attributable to:
Company shareholders		124,923			151,616			41,777			77,570			273,804
Non-controlling interests		8,069			6,534			3,036			3,462			15,998
		132,992			158,150			44,813			81,032			289,802
Net earnings per share attributable to the Company’s shareholders (NIS)
Basic net income		2.34			2.17			1.15			1.09			4.29
Diluted net income		2.33			2.17			1.14			1.09			4.29

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 6

Matrix IT Ltd.

Consolidated Statements of Changes in Equity
Unaudited (NIS thousands)

	Share capital		Share premium		Treasury shares			Reserve for adjustments arising from translation of financial statements of foreign operations and cash flow hedge			Reserve for transactions between a corporation and a controlling shareholder		Reserve for share-based payment and transactions with non- controlling interests			Retained earnings			Total attributable to Company shareholders			Non- controlling interests			Total Equity
Balance at January 1, 2025 (audited)		68,255		309,447		(7,982	)		(9,675	)		10,186		9,868			708,634			1,088,733			55,594			1,144,327
Net income		-		-		-			-			-		-			497,148			148,497			8,369			156,866

Adjustments for translation of financial statements of foreign operations and cash flow hedge		-		-		-			(25,363	)		-		-			-			(25,363	)		(300	)		(25,663	)
Actuarial gain from remeasurement of defined benefit plans		-		-		-			-			-		-			1,789			1,789			-			1,789
Total other comprehensive income		-		-		-			(25,363	)		-		-			1,789			(23,574	)		(300	)		(23,874	)

Total comprehensive income		-				-			(25,363	)		-		-			150,286			124,923			8,069			132,992
Exercise of employee options		254		18,188		-			-			-		(18,442	)		-			-			-			-
Dividend declared		-		-		-			-			-		-			(108,789	)		(108,789	)		-			(108,789	)
Dividend to non-controlling interests		-		-		-			-			-		-			-			-			(5,806	)		(5,806	)
Transactions with non-controlling interests		-		-		-			-			-		(14,103	)		-			(14,103	)		-			(14,103	)
Share-based payment		-		-		-			-			-		4,406			-			4,406			-			4,406
Balance at June 30, 2025		68,509		327,635		(7,982	)		(35,038	)		10,186		(18,271	)		750,131			1,095,170			57,857			1,153,027

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 7

Matrix IT Ltd.

Consolidated Statements of Changes in Equity
Unaudited (NIS thousands)

	Share capital		Share premium		Treasury shares			Reserve for adjustments arising from translation of financial statements of foreign operations and cash flow hedge			Reserve for transactions between a corporation and a controlling shareholder		Reserve for share-based payment and transactions with non- controlling interests			Retained earnings			Total attributable to Company shareholders			Non- controlling interests			Total Equity
Balance as at January 1, 2024 (audited)		68,255		309,447		(7,982	)		(8,335	)		10,186		11,035			665,981			1,048,587			58,885			1,107,472
Net income		-		-		-			-			-		-			138,141			138,141			6,382			144,523

Adjustments for translation of financial statements of foreign operations and cash flow hedge		-		-		-			11,547			-		-			-			11,547			152			11,699
Actuarial gain from remeasurement of defined benefit plans		-		-		-			-			-		-			1,928			1,928			-			1,928
Total other comprehensive income		-		-		-			11,547			-		-			1,928			13,475			152			13,627

Total comprehensive income		-		-		-			11,547			-		-			140,069			151,616			6,534			158,150
Dividend declared		-		-		-			-			-		-			(132,126	)		(132,126	)		-			(132,126	)
Dividend to non-controlling interests		-		-		-			-			-		-			-			-			(8,672	)		(8,672	)
Transactions with non-controlling interests		-		-		-			-			-		(18,487	)		-			(18,487	)		(7,412	)		(25,899	)
Share-based payment		-		-		-			-			-		8,997			-			8,997			-			8,997
Balance at June 30, 2024		68,255		309,447		(7,982	)		3,212			10,186		1,545			673,924			1,058,587			49,335			1,107,922

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 8

Matrix IT Ltd.

Consolidated Statements of Changes in Equity
Unaudited (NIS thousands)

	Share capital		Share premium		Treasury shares			Reserve for adjustments arising from translation of financial statements of foreign operations and cash flow hedge			Reserve for transactions between a corporation and a controlling shareholder		Reserve for share-based payment and transactions with non- controlling interests			Retained earnings			Total attributable to Company shareholders			Non- controlling interests			Total Equity
Balance at April 1, 2025		68,494		326,638		(7,982	)		(3,443	)		10,186		(18,644	)		733,387			1,108,636			60,627			1,169,263
Net income		-		-		-			-			-		-			72,918			72,918			3,365			76,283
Adjustments for translation of financial statements of foreign operations and cash flow hedge		-		-		-			(31,595	)		-		-			-			(31,595	)		(329	)		(31,924	)
Actuarial gain from remeasurement of defined benefit plans		-		-		-			-			-		-			454			454			-			454
Total other comprehensive income		-		-		-			(31,595	)		-		-			454			(31,141	)		(329	)		(31,470	)

Total comprehensive income		-		-		-			(31,595	)		-		-			73,372			41,777			3,036			44,813
Exercise of employee options		15		997		-			-			-		(1,012	)		-			-			-			-
Dividend declared																	(56,628	)
Dividend to non-controlling interests		-		-		-			-			-		-			-			-			(5,806	)		(5,806	)
Share-based payment		-		-		-			-			-		1,385			-			1,385			-			1,385
Balance at June 30, 2025		68,509		327,635		(7,982	)		(35,038	)		10,186		(18,271	)		750,131			1,095,170			57,857			1,153,027

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 9

Matrix IT Ltd.

Consolidated Statements of Changes in Equity
Unaudited (NIS Thousands)

	Share capital		Share premium		Treasury shares			Reserve for adjustments arising from translation of financial statements of foreign operations and cash flow hedge			Reserve for transactions between a corporation and a controlling shareholder		Reserve for adjustments arising from translation of financial statements of foreign operations and cashflow hedge			Retained earnings			Total attributable to Company shareholders			Non- controlling interests			Total Equity
Balance at April 1, 2024		68,255		309,447		(7,982	)		(3,725	)		10,186		(1,572	)		654,744			1,029,353			54,057			1,083,410
Net income		-		-		-			-			-		-			69,495			69,495			3,606			73,101
Adjustments for translation of financial statements of foreign operations and cash flow hedge		-		-		-			6,937			-		-			-			6,937			(144	)		6,793
Actuarial gain from remeasurement of defined benefit plans		-		-		-			-			-		-			1,138			1,138			-			1,138
Total other comprehensive income		-		-		-			6,937			-		-			1,138			8,075			(144	)		7,931
Total comprehensive income		-		-		-			6,937			-		-			70,633			77,570			3,462			81,032
Transactions with non-controlling interests		-		-		-			-			-		(1,392	)		-			(1,392	)		(1,608	)		(3,000	)
Dividend declared		-		-		-			-			-		-			(51,453	)		(51,453	)		-			(51,453	)
Dividend to non-controlling interests		-		-		-			-			-		-			-			-			(6,576	)		(6,576	)
Share-based payment		-		-		-			-			-		4,509			-			4,509			-			4,509
Balance at June 30, 2024		68,255		309,447		(7,982	)		3,212			10,186		1,545			673,924			1,058,587			49,335			1,107,922

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 10

Matrix IT Ltd.

Consolidated Statements of Changes in Equity
Unaudited (NIS thousands)

	Share capital		Share premium		Treasury shares			Reserve for adjustments arising from translation of financial statements of foreign operations and cash flow hedge			Reserve for transactions between a corporation and a controlling shareholder		Reserve for share-based payment and transactions with non- controlling interests			Retained earnings			Total attributable to Company shareholders			Non- controlling interests			Total equity
Balance at January 1, 2024		68,255		309,447		(7,982	)		(8,335	)		10,186		11,035			665,981			1,048,587			58,885			1,107,472
Net income		-		-		-			-			-		-			272,422			272,422			15,802			288,224
Adjustments for translation of financial statements of foreign operations and cash flow hedge		-		-		-			(1,340	)		-		-			-			(1,340	)		196			(1,144	)
Actuarial gain from remeasurement of defined benefit plans		-		-		-			-			-		-			2,722			2,722			-			2,722
Total other comprehensive income		-		-		-			(1,340	)		-		-			2,722			1,382			196			1,578
Total comprehensive income		-		-		-			(1,340	)		-		-			275,144			273,804			15,998			289,802
Non-controlling interests in a company that was consolidated for the first time		-		-		-			-			-		-			-			-			950			950
Dividend declared		-		-		-			-			-		-			(232,491	)		(232,491	)		-			(232,491	)
Dividend to non-controlling interests		-		-		-			-			-		-			-			-			(13,133	)		(13,133	)
Transactions with non-controlling interests		-		-		-			-			-		(19,193	)		-			(19,193	)		(7,106	)		(26,299	)
Share-based payment		-		-		-			-			-		18,026			-			18,026			-			18,026
Balance at December 31, 2024		68,255		309,447		(7,982	)		(9,675	)		10,186		9,868			708,634			1,088,733			55,594			1,144,327

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 11

Matrix IT Ltd.

Consolidated Statements of Cash Flows
(NIS thousands)

	For the six months ended June 30,			For the six months ended June 30,			For the three months ended June 30,			For the three months ended June 30,			For the year ended December 31,
	2025			2024			2025			2024			2024
	Unaudited			Unaudited			Unaudited			Unaudited			Audited
Cash flows from operating activities
Net income		156,866			144,523			76,283			73,101			288,224
Adjustments required to reconcile net income to net cash (used in) provided by operating activities:
Adjustments to profit and loss items
Depreciation and amortization		98,946			90,538			49,348			43,732			186,811
Taxes on income		51,084			45,991			25,054			23,321			94,978
Change in liabilities for employee benefits		4,224			1,404			1,088			909			1,553
Other financial expenses, net		27,398			11,199			17,715			4,993			27,619
Revaluation of long-term bank loans		670			(205	)		(134	)		(97	)		(392	)
Revaluation of liabilities in respect of business combinations		1,634			(2,741	)		785			(2,741	)		(1,741	)
Capital gain from disposal of property, plant, and equipment		(596	)		(248	)		(93	)		(196	)		(301	)
Share-based payment		4,406			8,997			1,385			4,509			18,026
Revaluation of liabilities for put options for non-controlling interests		7,430			6,017			3,473			3,905			15,321
		195,196			160,952			98,621			78,335			341,874
Changes in assets and liabilities items
Increase (decrease) in trade receivables		121,144			16,250			127,403			63,923			(245,505	)
Decrease (increase) in other receivables and prepaid expenses		(58,052	)		(44,427	)		35,326			(8,112	)		(15,712	)
Decrease (increase) in inventories		(47,865	)		38,869			(61,810	)		12,972			44,413
Increase (decrease) in trade payables		(124,505	)		(207,343	)		(50,144	)		(75,628	)		140,568
Increase (decrease) in employees and institutions, deferred revenues, and other accounts payable		(42,299	)		47,099			(66,436	)		(35,418	)		188,813
		(151,577	)		(149,552	)		(15,661	)		(42,263	)		112,577
Cash paid and received over the course of the period for
Interest paid		(25,099	)		(26,207	)		(6,592	)		(8,926	)		(49,375	)
Interest received		10,609			10,969			4,689			6,065			20,084
Taxes paid		(69,015	)		(71,722	)		(39,237	)		(27,568	)		(124,758	)
Taxes received		20,154			24,850			4,358			16,892			30,595
		(63,351	)		(62,110	)		(36,782	)		(13,537	)		(123,454	)
Net cash provided by operating activities		137,134			93,813			122,461			95,636			619,221

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 12

Matrix IT Ltd.

Consolidated Statements of Cash Flows
(NIS thousands)

	For the six months ended June 30,			For the six months ended June 30,			For the three months ended June 30,			For the three months ended June 30,			For the year ended December 31,
	2025			2024			2025			2024			2024
	Unaudited			Unaudited			Unaudited			Unaudited			Audited
Cash flows from investment activities
Proceeds from sale of property, plant, and equipment		1,140			1,559			173			582			1,936
Acquisition of property, plant, and equipment		(15,711	)		(15,811	)		(5,733	)		(6,227	)		(41,541	)
Acquisition of subsidiaries consolidated for the first time (a)		(65,362	)		-			-			-			(17,321	)
Net cash from used in investment activities		(79,933	)		(14,252	)		(5,560	)		(5,645	)		(56,926	)

Cash flows from financial activities
Short-term credit from banks and other credit providers, net		-			63,234			(11,021	)		22,594			(24,019	)
Receipt from the issuing of commercial securities (NAAM)		-			-			-			-			100,000
Repayment of long-term loans from banks and credit providers		(77,566	)		(89,329	)		(44,898	)		(44,707	)		(179,003	)
Dividend distribution		(100,438	)		(80,673	)		(52,161	)		(80,673	)		(184,214	)
Payment in respect of long-term loans from banks and credit providers		120,000			-			-			-			-
Repayment of liabilities in respect of business combinations		(3,418	)		(561	)		(1,686	)		(561	)		(11,561	)
Repayment of lease liabilities		(58,583	)		(64,354	)		(31,244	)		(32,842	)		(129,435	)
Dividend distribution to non-controlling interests		(7,835	)		(18,838	)		(7,292	)		(16,742	)		(30,271	)
Repayment of liabilities for put options to non-controlling interests		-			(1,124	)		-			(1,124	)		(1,124	)
Acquisition of non-controlling interests		-			(3,499	)		-			(3,000	)		(3,899	)
Repayment of debentures		(33,959	)		(33,959	)		-			-			(67,918	)
Net cash used in financial activities		(161,799	)		(229,103	)		(148,302	)		(157,055	)		(531,444	)

Translation differences for cash and cash equivalent balances		(16,144	)		7,734			(20,819	)		4,631			(2,564	)

Increase (decrease) in cash and cash equivalents		(120,742	)		(141,808	)		(52,220	)		(62,433	)		28,287

Balance of cash and cash equivalents at the beginning of the period		668,495			640,208			599,973			560,833			640,208

Balance of cash and cash equivalents at end of the period		547,753			498,400			547,753			498,400			668,495

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 13

Matrix IT Ltd.

Consolidated Statements of Cash Flows
(NIS thousands)

		For the six months ended June 30,			For the six months ended June 30,		For the three months ended June 30,		For the three months ended June 30,		For the year ended December 31,
		2025			2024		2025		2024		2024
		Unaudited			Unaudited		Unaudited		Unaudited		Audited
(a)	Acquisition of subsidiaries consolidated for the first time

	The subsidiaries’ assets and liabilities at date of acquisition:

	Working capital (other than cash and cash equivalents)		(11,991	)		-		-		-		663
	Property, plant, and equipment		(1,322	)		-		-		-		(270	)
	Income tax receivable		(3,255	)		-		-		-		-
	Deferred tax		(3,289	)		-		-		-		(155	)
	Inventories		(1,401	)		-		-		-		(185	)
	Goodwill		(55,537	)		-		-		-		(36,038	)
	Intangible assets		(21,666	)		-		-		-		(13,656	)
	Employee benefit liabilities		2,414			-		-		-		-
	Provision for tax		4,983			-		-		-		3,224
	Liabilities for options to holders of non-controlling interests		25,702			-		-		-		-

	Non-controlling interests		-			-		-		-		950
	Liabilities in respect of business combinations		-			-		-		-		28,146
			(65,362	)		-		-		-		(17,321	)

(b)	Significant non-cash transactions

	Distribution of dividend declared and not yet paid		56,628			51,453		56,628		51,453		48,277
	Right-of-use asset recognized with corresponding lease liability		76,164			65,143		24,003		18,767		286,695
	Issuing call options to non-controlling interests		-			22,400		-		-		22,400

The accompanying notes constitute an integral part of the interim consolidated financial statements.

Interim Consolidated Financial Statements 14

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 1

General

Matrix IT Ltd. (the “Company”) was incorporated in Israel on September 12, 1989, and started its business operations on that day. The Company provides advanced IT services.

These financial statements have been prepared in condensed format as at June 30, 2025, and for the six and three month periods then ended (the “Consolidated Interim Financial Statements”). The condensed consolidated financial statements of the Group as at June 30, 2025 include those of the Company and its subsidiaries (the “Group”) and the Group’s interests in associates and joint arrangements. The financial statements should be read in the context of the Company’s annual financial statements as at December 31, 2024, and for the year then ended and their accompanying notes (the “Consolidated Annual Financial Statements”).

The Company is a direct subsidiary of Formula Systems (1985) Ltd. (“Formula Systems”), which is controlled by Asseco Poland SA.

The Company’s shares are listed on the Tel Aviv Stock Exchange.

Note 2

Significant Accounting Policies

-Preparation format of the Consolidated Interim Financial Statements

The Consolidated Interim Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting, and in accordance with the disclosure requirements of Chapter D of the Israel Securities Regulations (Periodic and Immediate Reports), 1970. The accounting policy applied in the preparation of the Consolidated Interim Financial Statements is consistent with that applied in the preparation of the Consolidated Annual Financial Statements.

Below is information about changes in the CPI and relevant exchange rates

	As at 30.06.25		As at 30.06.24		As at 31.12.24
Consumer price index (2020 basis)
Israel (index basis)		117.3		113.5		114.8
In Israel (known index)		102.8		113.4		115.11
NIS exchange rate
USD		3.37		3.76		3.65
EUR		3.96		4.02		3.80

Interim Consolidated Financial Statements 15

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 2

Significant Accounting Policies (cont.)

Below is information about changes in the CPI and relevant exchange rates (cont.)

	For the six months ended 30.06.25			For the six months ended 30.06.24			For the three months ended 30.06.25			For the three months ended 30.06.24			For the year ended 31.12.24
Consumer price index (2020 basis)
Israel (index basis)		2.14	%		2.07	%		1.08	%		1.13	%		3.24	%
In Israel (known index)		1.57	%		1.89	%		1.28	%		1.61	%		3.43	%
NIS exchange rate
USD		(7.54	)%		3.64	%		(9.31	)%		2.12	%		0.55	%
EUR		4.18	%		0.21	%		(1.66	)%		1.03	%		(5.36	)%

Note 3

Segments

General

The operating segments are based on information that is reviewed by the chief operating decision maker (CODM) for the allocation of resources and assessment of performance. Accordingly, for management purposes, the Group is organized into operating segments based on the products and services and on the geographic location of the business units. The Company operates directly and through subsidiaries, and it has the following operating segments:

IT Solutions and Services, Consulting, and Management in Israel;

IT Solutions and Services in the US;

Cloud and Computing Infrastructures;

Marketing and Support of Software Products.

Interim Consolidated Financial Statements 16

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 3

Segments (cont.)

General (cont.)

IT Solutions and Services, Consulting, and Management in Israel

This segment includes a wide range of technological and other solutions and services in the sectors: core systems, data and AI, information security and cyber, digital, and more. As part of these solutions, the Company is engaged in the development of large-scale technological systems and the provision of related services; execution of IT and software integration projects; development of operational solutions and C⁴ISR systems for defense entities in Israel and abroad; outsourcing services and professional services by experts and consultants; offshore/nearshore services; BPO and call center services; software project management; software development; software and QA testing; enhancement and upgrading of existing technological systems; as well as the provision of training and implementation services.

In addition, this activity includes management consulting and multidisciplinary engineering and operational consulting services, including supervision of complex engineering projects, particularly infrastructure projects in the transportation sector.

IT Solutions and Services in the United States

This segment is conducted through two arms – Matrix US Holding and XTIVIA – each of which holds several subsidiaries in the United States.

The activity includes the provision of solutions and expert services in the sector of GRC – Government Risk & Compliance, fraud prevention, cyber risk, and anti-money laundering, as well as specialized advisory services in this sector and specialized IT services for the healthcare sector.

This segment also includes the provision of specialized technological solutions and services in the sectors of portals, BI, CRM, DBA, and EIM; dedicated solutions for the US Government Contracting market; distribution and marketing services for software products; and the provision of professional services and offshore solutions, including through employees at the Company’s operational centers in India. The operations also include professional services and projects conducted by experts from across the Matrix Group, serving as a gateway to the business model of exporting the Company’s services and products to the US market.

Interim Consolidated Financial Statements 17

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 3

Segments (cont.)

General (cont.)

Cloud and Computing Infrastructures

The Company’s activity in this segment primarily includes providing a wide range of cloud solutions and services, including sales, service, and support for public cloud (PaaS, SaaS, IaaS) and private cloud at all implementation stages - consulting, architecture, development, deployment, environment management, and support - as well as advanced FinOps services (through the Company’s specialized business unit, CloudZone). It also includes computing solutions for IT infrastructure, communication solutions, marketing and sales of hardware, software licenses, and peripheral equipment for business.

customers, alongside with related professional services. Additionally, the Company offers multimedia solutions and command-and-control centers for smart offices, office automation and printing solutions, sales and marketing of test and measurement equipment, communication, cybersecurity, and RF solutions, automation projects and integration, advanced calibration services, and industrial video and image processing solutions (through RDT Equipment and Systems and Asio Vision). Furthermore, the Company is engaged in the import, sales, and service of automated manufacturing machines for component assembly and automated testing machines for assembly processes and components in production lines across various industries, including industrial, medical, military, laser, and sensor applications for civilian and defense purposes, as well as optical communication systems and automotive radar systems.

Marketing and Support of Software Products

This segment primarily includes the sale and distribution of software products (mainly from foreign software manufacturers) across various sectors, such as control and monitoring products, cybersecurity, communication solutions, virtualization, knowledge management products, databases and Big Data, open-source systems, and IT management products. It also includes providing professional support services for these products, as well as implementation projects, training, support, and maintenance for integrated products and systems.

Interim Consolidated Financial Statements 18

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 3

Segments (cont.)

Composition

For the six months ended June 30, 2025 - unaudited (NIS thousands)

	IT Solutions and Services, Consulting, and Management in Israel		Sales, Marketing and Support of Software Products		Cloud and Computing Infrastructures		IT Solutions and Services in the US		Adjustments			Total
Revenues to non-related parties		1,806,513		168,177		800,316		222,573		-			2,997,579
Inter-segment revenues		43,550		13,031		14,798		423		(71,802	)		-

Revenues		1,850,063		181,208		815,114		222,996		(71,802	)		2,997,579

Segment results		144,967		18,551		61,164		34,234		(6,206	)		252,710
Financial expenses													(55,369	)
Financial income													10,609
Taxes on income													(51,084	)
Net income													156,866

For the six months ended June 30, 2024 - unaudited (NIS thousands)

	IT Solutions and Services, Consulting, and Management in Israel		Sales, Marketing and Support of Software Products		Cloud and Computing Infrastructures		IT Solutions and Services in the US		Adjustments			Total
Revenues to non-related parties		1,609,866		206,480		735,075		235,024		-			2,786,445
Inter-segment revenues		45,416		12,856		26,985		2,461		(87,718	)		-

Revenues		1,655,282		219,336		762,060		237,485		(87,718	)		2,786,445

Segment results		128,484		16,285		50,456		33,888		(7,180	)		221,933
Financial expenses													(42,388	)
Financial income													10,969
Taxes on income													(45,991	)
Net income													144,523

Interim Consolidated Financial Statements 19

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 3

Segments (cont.)

Composition (cont.)

For the three months ended June 30, 2025 - unaudited (NIS thousands)

	IT Solutions and Services, Consulting, and Management in Israel		Sales, Marketing and Support of Software Products		Cloud and Computing Infrastructures		IT Solutions and Services in the US		Adjustments			Total
Revenues to non-related parties		900,557		90,856		346,073		113,893		-			1,451,379
Inter-segment revenues		19,975		1,848		8,493		264		(30,580	)		-

Revenues		920,532		92,704		354,566		114,157		(30,580	)		1,451,379

Segment results		74,828		10,091		25,352		19,129		(2,681	)		126,719
Financial expenses													(30,071	)
Financial income													4,689
Taxes on income													(25,054	)
Net income													76,283

For the three months ended June 30, 2024 - unaudited (NIS thousands)

	IT Solutions and Services, Consulting, and Management in Israel		Sales, Marketing and Support of Software Products		Cloud and Computing Infrastructures		IT Solutions and Services in the US		Adjustments			Total
Revenues to non-related parties		793,334		114,843		306,782		117,773		-			1,332,732
Inter-segment revenues		22,219		7,142		17,496		1,022		(47,879	)		-

Revenues		815,553		121,985		324,278		118,795		(47,879	)		1,332,732

Segment results		65,157		8,926		22,826		16,919		(2,573	)		111,255
Financial expenses													(20,898	)
Financial income													6,065
Taxes on income													(23,321	)
Net income													73,101

Interim Consolidated Financial Statements 20

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 3

Segments (cont.)

Composition (cont.)

For the year ended December 31, 2024 - audited (NIS thousands)

	IT Solutions and Services, Consulting, and Management in Israel		Sales, Marketing and Support of Software Products		Cloud and Computing Infrastructures		IT Solutions and Services in the US		Adjustments			Total
Revenue from external customers		3,227,608		425,971		1,465,935		460,024		-			5,579,538
Inter-segment revenues		109,659		30,794		49,996		915		(191,364	)		-
Total revenues		3,337,267		456,765		1,515,931		460,939		(191,364	)		5,579,538

Segmental results		250,113		45,364		106,405		66,865		(18,673	)		450,074
Financial expenses													(86,956	)
Financial income													20,084
Taxes on income													(94,978	)
Net income													288,224

Additional information
Cost of sales		2,893,978		374,515		1,357,891		311,524		(191,364	)		4,746,544
Depreciation and amortization		148,210		6,640		26,997		4,964		-			186,811

Interim Consolidated Financial Statements 21

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 4

Significant Events During the Reporting Period

Dividend distribution

Following the declaration of the dividend on March 10, 2025, on April 8, 2025, the Company distributed a dividend in the amount of NIS 52.2 million to its shareholders (reflecting NIS 0.82 for each NIS 1 par value ordinary shares).

Following the declaration of the dividend on May 12, 2025, on July 15, 2025, the Company distributed a dividend in the amount of NIS 56.6 million to its shareholders (reflecting NIS 0.89 for each NIS 1 par value ordinary shares).

Transactions with holders of non-controlling interests in a subsidiary

In the first quarter, the Company entered into a mutual put/call options renewal agreement with non-controlling interests in a subsidiary for the sale and acquisition of the balance of the subsidiary’s shares. The transaction was recorded against equity.

Acquisition of Gav

On February 4, 2025, the Company, through its subsidiary Matrix IT Systems Ltd., completed the acquisition of 70% of the share capital of Gav Systems Ltd. and Gav Experts Ltd. for a total of approximately NIS 45.5 million. In addition, the sellers were paid a dividend for accrued earnings up until 31.12.23 in the amount of NIS 29 million. Pursuant to the agreement, the Company and the seller have a mutual option to sell and purchase the seller’s remaining shares to the Company. The acquired company provides outsourcing services, primarily in the form of computing and software personnel.

As at the report date, the valuation underlying the allocation of the consideration to assets and liabilities (the PPA) has not yet been completed and accordingly, this allocation is temporary, according to management’s assessment, and may be updated in the coming periods after the valuation is completed.

According to the provisional allocation, the excess purchase cost of approximately NIS 72.2 million was attributed to net intangible assets in the amount of approximately NIS 16.8 million, and the remainder was allocated to goodwill.

As indicated above, the Group recognized the fair value of the assets acquired and liabilities that were undertaken in the business combination according to a temporary measurement. Thus, the consideration for the acquisition as well as the fair value of the assets and liabilities acquired are subject to final adjustment up to 12 months from the acquisition date.

Interim Consolidated Financial Statements 22

Matrix IT Ltd.

Notes to the Interim Consolidated Financial Statements

Note 4

Significant Events During the Reporting Period (cont.)

Entering into a memorandum of understanding for a merger with Magic

On March 10, 2025, a memorandum of understanding (MOU) was signed between Matrix IT Ltd. (“Matrix”) and Magic Software Enterprises Ltd. (“Magic”) for the purpose of negotiating a binding merger agreement, under which Matrix will acquire the entire issued and paid-up share capital of Magic by way of a reverse triangular merger. The considerations to Magic shareholders under the transaction will be in shares of Matrix (hereinafter: the “Magic transaction”). Upon completion of the transaction, Magic will become a private company wholly owned by Matrix.

As Formula is the controlling shareholder in both the Company and Magic, and in light of the materiality of the transaction, the Company’s Board of Directors appointed an independent committee that was empowered to examine the engagement in the transaction, to negotiate with Magic regarding the terms of the transaction, to approve the transaction, and to formulate recommendations to the Board with regard thereto. For additional details, see the immediate report dated 11.3.2025 (reference: 2025-01-015939).

Pursuant to generally accepted accounting principles, the transaction will be accounted for using the pooling method rather than the purchase method. Meaning, the Company will include Magic’s assets and liabilities in its financial statements at the values recorded in the controlling shareholder’s books. In addition, as at the report date, the Company had already recognized transaction costs related to the Magic transaction totaling about NIS 7 million (NIS 5 million in 2024 and the remainder in the second half of 2025).

Interim Consolidated Financial Statements 23

MAGIC SOFTWARE ENTERPRISES LTD 6-K