MIND C.T.I. Ltd.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20–F
☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024 
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
OR
☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
Date of event requiring this shell company report _____________
Commission file number 000-31215
MIND C.T.I. LTD.
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
ISRAEL
(Jurisdiction of incorporation or organization)
2 HaCarmel Street, Yoqneam, 2066724, Israel
(Address of principal executive offices)
Arie Abramovich
c/o MIND C.T.I. Ltd.
2 HaCarmel Street
Yoqneam, 2066724, Israel
Tel: +972-4-9936666
investor@mindcti.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Ordinary Shares,
nominal value NIS 0.01 per share
MNDO
Nasdaq Global Market
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
 (Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual 
report.
As of December 31, 2024, the Registrant had outstanding 20,366,326 Ordinary Shares, nominal value NIS 0.01 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934. ☐ Yes ☒ No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such 
files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See 
definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected 
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the 
Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting 
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal 
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that 
prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the 
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation 
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
 International Financial Reporting Standards as issued by the International Accounting Standards Board ☐
Other  ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to 
follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
Unless the context requires otherwise, “MIND”, “us”, “we”, “our company”, “the company”, “the Company” and “our” refer to MIND C.T.I. Ltd. and its 
subsidiaries.

Table of Contents
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
1
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
1
ITEM 3.
KEY INFORMATION
1
ITEM 4.
INFORMATION ON THE COMPANY
17
ITEM 4A.
UNRESOLVED STAFF COMMENTS
25
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
25
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
33
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
40
ITEM 8.
FINANCIAL INFORMATION
41
ITEM 9.
THE OFFER AND LISTING
41
ITEM 10.
ADDITIONAL INFORMATION
42
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
56
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
56
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
57
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
57
ITEM 15.
CONTROLS AND PROCEDURES
57
ITEM 16. 
[RESERVED]
57
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
57
ITEM 16B.
CODE OF ETHICS
58
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
58
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
58
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
58
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
58
ITEM 16G.
CORPORATE GOVERNANCE
58
ITEM 16H.
MINE SAFETY DISCLOSURE
59
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
59
ITEM 16J.
INSIDER TRADING POLICIES
59
ITEM 16K.
CYBERSECURITY
59
ITEM 17.
FINANCIAL STATEMENTS
60
ITEM 18.
FINANCIAL STATEMENTS
60
ITEM 19.
EXHIBITS
61
i

FORWARD LOOKING STATEMENTS AND SUMMARY RISK FACTORS
Statements in this Annual Report concerning our business outlook or future economic performance; anticipated revenues, expenses or other 
financial items; introductions and advancements in development of products, and plans and objectives related thereto; and statements concerning 
assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements” as that term is 
defined under the United States Federal Securities Laws. Forward-looking statements are subject to risks, uncertainties and other factors, which could 
cause actual results to differ materially from those stated in such statements. Factors that could cause or contribute to such differences include, but are not 
limited to, those set forth under “Risk Factors” in this Annual Report as well as those discussed elsewhere in this Annual Report and in our other filings 
with the Securities and Exchange Commission. The following is a summary of some of the principal risks we face:
●
We may be unable to compete effectively in the marketplace;
●
We are exposed to general global economic and market conditions, particularly those impacting the communications industry;
●
We may fail to attract and retain qualified personnel;
●
Our backlog, revenues and operating results may vary significantly from quarter to quarter;
●
Our acquisition strategy could divert resources and disrupt our business;
●
We may not be successful in integrating acquisitions;
●
We may not adequately enhance our products and services and introduce new products and features to retain our customers and 
attract new ones;
●
Our products could be affected by cyber security breaches;
●
Our products may fail to comply with or to enable our customers and channel partners to comply with applicable privacy and other 
laws and regulations;
●
We may be unable to manage our international operations effectively;
●
Our Israeli tax benefits may be discontinued or reduced;
●
Our business may be negatively affected by exchange rate fluctuations;
●
We may lose the services of key personnel;
●
We may become subject to claims of intellectual property infringement;
●
Our use of “open-source” software tools may be subject to IP infringement claims or subject our derivative works or products to 
unintended consequences; 
●
We are subject to ongoing costs and risks associated with being a public company, including potential lawsuits;
●
System disruptions and failures may result in customer dissatisfaction and customer loss;
●
The market segment of small to medium-sized communication service providers may fail to grow;
●
We may lose existing customers or the use of our products may decline;
●
Our billing software and the systems into which it is integrated may contain undetected errors;
●
We may be unable to attract new messaging customers in a cost-effective manner;
●
We may be unable to increase adoption of our messaging products by enterprises;
●
We rely on network service providers for our messaging services;
●
We may have to lower our prices for messaging products;
●
We may have defects or errors in our messaging products;
●
We face a risk of litigation resulting from customer misuse of our messaging software to send unauthorized messages;
●
System disruptions and failures may result in customer dissatisfaction and customer loss;
●
Changes to regulations or technology vendor rules may prevent us from using some services; and
●
Our articles of association include forum selection clauses for certain claims brought under the U.S. securities laws or under Israeli 
law.
ii

PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information 
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
We believe that the occurrence of any one or some combination of the following factors would have a material adverse effect on our business, 
financial condition and results of operations.
1

Risks Relating to our Business and Industry
If we are unable to compete effectively in the marketplace, it will be difficult to retain existing customers and obtain new customers and we may 
suffer a decrease in market share, revenues and profitability.
All the markets we operate in are significantly fragmented and highly competitive. The principal competitive factors in our market include 
completeness of offering, global reach, ease of integration, product features, platform scalability, reliability, security and performance, brand awareness 
and reputation, the strength of sales and marketing efforts, customer support, as well as the cost of deploying and using our products.
Some of our competitors are larger and have greater name recognition, longer operating histories, more established customer relationships, larger 
budgets and significantly greater resources than we do. In addition, they have the operating flexibility to bundle competing products and services at little 
or no perceived incremental cost, including offering them at a lower price as part of a larger sales transaction. As a result, our competitors may be able to 
respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, some 
competitors may offer products or services that address one or a limited number of functions at lower prices, with greater depth than our products or in 
different geographies. Our current and potential competitors may develop and market new products and services with comparable functionality to our 
products, and this could lead to us having to decrease prices in order to remain competitive.
With the introduction of new products and technologies and new market entrants, we expect competition to intensify in the future. Some of our 
competitors have lower list prices than ours, which may be attractive to certain customers even if those products have different or lesser functionality. 
Pricing pressures and increased competition could result in reduced revenue, reduced margins, increased losses, any of which could harm our business, 
results of operations and financial condition. Such pricing pressure has been particulary acute in recent years. In particular, we were unable to recruit any 
new customers in 2024.
We are exposed to general global economic and market conditions, particularly those impacting the communications industry.
We provide software and services primarily to service providers in the communications industry, and our business is therefore highly dependent 
upon conditions in that industry. Developments in the communications industry, such as the impact of global economic conditions, industry 
consolidation, emergence of new competitors and new technologies, commoditization of voice, video and data services and changes in the regulatory 
environment, at times have had, and could continue to have, a material adverse effect on our existing or potential customers. These conditions have 
reduced, and may continue to reduce, the growth rates that the communications industry had previously experienced and caused the capital spending 
levels of many communications companies to decline or degrade. For example, in recent years, telcos have reduced investment in billing platforms to 
prioritize the significant infrastructure costs required for 5G deployment. Industry consolidation involving our customers, which has been significant in 
recent years, may place us at risk of losing business to the incumbent provider, to one of the parties, to the consolidation or to new competitors. In 
particular, over the past few years, consolidation and intense competition in the communications industry had a negative effect on our business, resulting 
in several long-term customers closing or selling their business. 
Downturns in the business climate for communications companies have in the past resulted, and may in the future result, in slower customer 
buying decisions and price pressures that adversely affected, and may continue to adversely affect, our ability to generate revenue. The current macro-
economic conditions, including as a result of geopolitical events or other global or regional events, and the effects of these conditions on our customers’ 
businesses and the resulting spending decisions of our customers, have had and may continue to have a negative impact on our business by decreasing our 
new customer engagements and the size of initial or ongoing spending commitments under those engagements, as well as decreasing the level of demand 
and expenditures by existing customers. In addition, a slowdown in buying decisions may extend our sales cycle period and may limit our ability to 
forecast our flow of new contracts. If such adverse business conditions continue, our business may be harmed.
If we fail to attract and retain qualified personnel, we will not be able to implement our business strategy or operate our business effectively.
Our products require sophisticated software development, sales, professional services and technical customer support. Our success depends on 
our ability to attract, train, motivate and especially retain highly skilled personnel within each of these areas of expertise. Qualified personnel in these 
areas are in great demand worldwide and are likely to remain a limited resource. We cannot assure you that we will be able to retain the skilled 
employees we require. In addition, the resources required to retain such personnel may adversely affect our operating margins. The failure to retain 
qualified personnel may harm our business. In particular, we maintain a large engineering and support center in Iasi, Romania and have encountered 
many successful attempts from other technology companies to recruit our employees after we have trained them. If this phenomenon continues and 
increases, we may not be able to retain the highly skilled personnel we require to implement our business strategy and operate our business effectively. If 
we significantly raise the salaries of our Romanian employees, our results of operations will be harmed.
2

Our backlog, revenues and operating results may vary significantly from quarter to quarter.
Our results of operations, including the levels of our revenues, cost of revenues, gross margins and operating expenses, have fluctuated from 
quarter to quarter in the past and may continue to vary significantly in the future. These fluctuations are a result of a variety of factors, many of which are 
outside of our control, may be difficult to predict and may or may not fully reflect the underlying performance of our business. Our operating results may 
vary significantly from quarter to quarter due to a number of factors, including the following:
●
our ability to retain and increase revenue from existing customers and attract new customers;
●
our ability to introduce new products and enhance existing products;
●
competition and the actions of our competitors, including pricing changes and the introduction of new products, services and geographies;
●
changes in network service provider fees that we pay in connection with the delivery of communication services on our messaging 
platforms;
●
changes in foreign currency exchange rates;
●
expenses in connection with mergers, acquisitions or other strategic transactions;
●
potential termination of contracts by our customers; and
●
changes in our pricing policies.
Due to all of the foregoing, we cannot predict revenues for any future quarter with any significant degree of accuracy. Accordingly, we believe 
that period-to-period comparisons of our operating results are not necessarily meaningful, and you should not rely upon them as indications of future 
performance. Accordingly, in the event of a revenue shortfall, we may not be able to mitigate the negative impact on our operating results and margins in 
the short term. If we fail to meet or exceed the expectations of investors, we could face costly lawsuits, including securities class action suits.
In future quarters, our operating results may be below the expectations of public market analysts and investors, and as a result, the price of our 
ordinary shares may fall.
We seek to expand our business through acquisitions, which could result in diversion of resources and extra expenses and which may involve 
other risks that could disrupt our business and harm our financial condition.
It is part of our strategy to pursue acquisitions of business, products and technologies, or the establishment of joint venture arrangements in order 
to offer new products or services or otherwise enhance our market position or strategic strengths. In January 2025, we acquired Aurenz GmbH, a provider 
of unified communications (UC) analytics and call accounting solutions in Germany, and we are actively evaluating other potential acquisition 
opportunities. The negotiation of potential acquisitions or joint ventures, as well as the integration of an acquired or jointly developed business, 
technology or product, could cause diversion of management’s attention from the day-to-day operation of our business. This could impair our 
relationships with our employees, customers, distributors, resellers and marketing allies. Future acquisitions could result in:
●
potentially dilutive issuances of equity securities;
●
the incurrence of debt and contingent liabilities;
●
amortization of intangible assets;
●
changes in our business model and margins;
●
research and development write-offs; and
●
other acquisition-related expenses.
In addition, we have limited experience with respect to negotiating an acquisition and operating an acquired business. Due to the multiple risks 
and difficulties associated with any acquisition, there can be no assurance that we will be successful in achieving our expected strategic, operating and 
financial goals for any such acquisition. If future acquisitions disrupt our operations, our business may suffer.
3

We may not be successful in the integration of our acquisitions.
We cannot assure you that we have identified, or will be able to identify, all material adverse issues related to the integration of our acquisitions, 
such as significant defects in the internal control policies of companies that we have acquired. In addition, our acquisitions could lead to difficulties in 
integrating acquired personnel and operations and in retaining and motivating key personnel from these businesses, while maintaining our corporate 
culture. In some instances, we may need to depend on the seller of an acquired business to provide us with certain transition services in order to meet the 
needs of our customers. Any failure to properly integrate and retain personnel, to recognize significant defects in the internal control policies of acquired 
companies or to scale and adapt our internal control policies and our reporting systems and procedures, and any interruptions of transition services, may 
require a significant amount of time and resources to address and may harm our company.
If we do not continually enhance our products and service offerings, introduce new products and features and adopt and monetize new 
technologies and methodologies in the marketplace, we may have difficulty retaining existing customers and attracting new customers.
We believe that our future success will depend, to a significant extent, upon our ability to enhance our existing products and services, to 
introduce new products, services and features to meet the requirements of our customers, and to adopt and leverage new technologies and methodologies 
such as cloud, microservices-based architecture in a rapidly developing and evolving market. We devote significant resources to refining and expanding 
our base software modules and to developing our products, services and development methodologies and tools. In some instances, we rely on cooperative 
relationships with third parties to assist us in delivering certain products and services to our customers. Our present or future products, services and 
technology may not satisfy the evolving needs of the communications industry or of other industries that we serve. If we are unable to anticipate or 
respond adequately to such needs, due to resource, technological or other constraints, our business and results of operations could be harmed.
If our security measures for our software, hardware, services or cloud offerings are compromised and as a result, our data, our customers’ data 
or our information technology, or IT, systems are accessed improperly, made unavailable, or improperly modified, our products and services 
may be perceived as vulnerable, which may materially affect our business and result in potential legal liability.
Our products and services, including our cloud offerings, store, retrieve, and manage our customers’ information and data, as well as our own 
data. We have a reputation for secure and reliable product offerings and related services, and we have invested a great deal of time and resources in 
protecting the integrity and security of our products, services and the internal and external data that we manage. See Item 16K below. Despite our efforts 
to implement network security measures, we cannot guarantee that our systems are fully protected from vulnerabilities related to IT-related viruses, 
worms and other malicious software programs, attacks, break-ins and similar disruptions from unauthorized tampering by computer hackers and others. 
Such cybersecurity incident could include an attempt to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive 
information, corrupting data, or causing operational disruption. Security measures in our products and services may be penetrated or bypassed by 
computer hackers and others who may gain unauthorized access to our or our customers’ or partners’ software, hardware, cloud offerings, networks, data 
or systems. They may use a wide variety of methods, including by use of artificial intelligence, or AI, which may include developing and deploying 
malicious software to attack our products third-party data, products or services incorporated into our own. Data may also be accessed or modified 
improperly as a result of customer, partner or employee error or malfeasance and third parties may attempt to fraudulently induce customers, partners, 
employees or suppliers into disclosing sensitive information such as usernames, passwords or other information in order to gain access to our data or IT 
systems or our customers’ or partners’ data or IT systems. Any of the foregoing occurrences could create system disruptions and cause shutdowns or 
denials of service or compromise data, including personal or confidential information, of us, our partners or our customers.
4

If a cyber-attack or other security incident (for example phishing, advanced persistent threats, or social engineering) were to result in 
unauthorized access to, or deletion of, and/or modification and/or exfiltration of our customers’ data, other external data or our own data or our IT 
systems or if the services we provide to our customers were disrupted, customers could lose confidence in the security and reliability of our products and 
services, including our cloud offerings, and perceive them not to be secure. This in turn could lead to fewer customers using our products and services 
and result in reduced revenue and earnings. The costs we would incur to address and fix these security incidents would increase our expenses. These risks 
will increase as we continue to grow our cloud and network offerings and store and process increasingly large amounts of data, including personal 
information and our customers’ confidential information and data and other external data, and host or manage parts of our customers’ businesses in 
cloud-based IT environments.
Any of the events described above could cause our customers to make claims against us for damages allegedly resulting from a security breach 
or service disruption, which could adversely affect our business, results of operation and financial condition.
Our products and platform and our business are subject to a variety of European and international laws and regulations, including those 
regarding privacy, data protection and information security, and our customers may be subject to regulations related to the handling and 
transfer of certain types of sensitive and confidential information. Any failure of our products to comply with or enable our customers and 
channel partners to comply with applicable laws and regulations would harm our business, results of operations and financial condition.
We and our customers that use our products may be subject to privacy and data protection-related laws and regulations that impose obligations 
in connection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and 
foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of 
personally identifiable information of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and 
state consumer protection laws to impose standards on the online collection, use and dissemination of data, and to the security measures applied to such 
data.
Similarly, many foreign countries and governmental bodies, including the European Union, or the EU, member states, have laws and regulations 
concerning the collection and use of personally identifiable information obtained from individuals located in the EU or by businesses operating within 
their jurisdiction, which are often more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the 
collection, use, storage, disclosure and security of personally identifiable information that identifies or may be used to identify an individual, such as 
names, telephone numbers, email addresses and, in some jurisdictions, IP addresses and other online identifiers.
For example, the General Data Protection Regulation, or GDPR, took effect in the EU on May 25, 2018. The GDPR enhances data protection 
obligations for businesses and requires service providers (data processors) processing personal data on behalf of customers to cooperate with European 
data protection authorities, implement security measures and keep records of personal data processing activities. Noncompliance with the GDPR can 
trigger fines equal to or greater of €20 million or 4% of global annual revenues. There are also additional EU laws and regulations (and member states 
implementations thereof) which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR or other 
applicable EU laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of 
operations, and our ability to conduct business in the EU could be significantly impaired.
5

As well, we continue to see jurisdictions imposing data localization laws, which require personal information, or certain subcategories of 
personal information to be stored in the jurisdiction of origin. These regulations may inhibit our ability to expand into those markets or prohibit us from 
continuing to offer services in those markets without significant additional costs.
The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of compliance, delay or reduce demand for our 
services, restrict our ability to offer services in certain locations, impact our customers’ ability to deploy our solutions in certain jurisdictions, or subject 
us to sanctions, by national data protection regulators, all of which could harm our business, financial condition and results of operations.
Additionally, although we endeavor to have our products and platform comply with applicable laws and regulations, these and other obligations 
may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, 
other regulatory requirements, contractual commitments or our internal practices.
We also may be bound by contractual obligations relating to our collection, use and disclosure of personal, financial and other data or may find it 
necessary or desirable to join industry or other self-regulatory bodies or other privacy or data protection-related organizations that require compliance 
with their rules pertaining to privacy and data protection.
We expect that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning 
privacy, data protection and information security in the U.S., the EU and other jurisdictions, and we cannot yet determine the impact such future laws, 
rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protection-
related laws and regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand 
current or enact new laws and regulations regarding privacy and data protection-related matters. Because global laws, regulations and industry standards 
concerning privacy and data security have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may 
not have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes to existing 
laws may impact our business and practices, require us to expend significant resources to adapt to these changes, or to stop offering our products in 
certain countries. These developments could adversely affect our business, results of operations and financial condition.
Any failure or perceived failure by us, our products or our platform to comply with new or existing U.S., EU or other foreign privacy or data 
security laws, regulations, policies, industry standards or legal obligations, or any security incident that results in the unauthorized access to, or 
acquisition, release or transfer of, personally identifiable information or other customer data may result in governmental investigations, inquiries, 
enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential loss of business.
6

Because our revenues are generated in numerous countries, our results of operations could suffer if we are unable to manage international 
operations effectively.
Our sales are made in many countries, with different legislation and complex taxation rules and in many states in the United States. Managing 
our existing international operations and additional international markets requires significant management attention and financial resources. Our ability to 
penetrate some international markets may be limited due to different technical standards, protocols and requirements for our products in different 
markets. In addition, conducting our business internationally subjects us to a number of risks, including:
●
the burden of compliance with a wide variety of foreign laws and regulations;
●
staffing and managing foreign operations; and
●
adverse effects of political and economic instability.
We currently benefit from Israeli tax benefits that may be discontinued or reduced.
We have derived benefits from various programs, including Israeli tax benefits relating to our “Preferred Technological Enterprise” program 
under the Israel Law for the Encouragement of Capital Investment, 1959.
To be eligible for tax benefits as a “Preferred Technological Enterprise,” we must continue to meet certain conditions. Should it be determined 
that our Preferred Technological Enterprise programs have not met, or do not meet, the statutory conditions, our income taxes will increase.
Additional tax liabilities could materially adversely affect our results of operations and financial condition.
As a global corporation, we are subject to income and other taxes both in Israel and in various foreign jurisdictions. Our domestic and 
international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and 
expenses. Additionally, the amount of income taxes paid or accrued is subject to our interpretation of applicable laws in the jurisdictions in which we do 
business. From time to time, we are subject to income and other tax audits in various jurisdictions, the timings of which are unpredictable. While we 
believe we comply with applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law 
and assess us with additional taxes. Should we be assessed additional taxes, there could be a material adverse effect on our results of operations and 
financial condition.
Our business may be negatively affected by exchange rate fluctuations.
Approximately 53% of our revenues are denominated in Euro, and approximately 43% in U.S. dollars, or dollar. Approximately 12% of our 
expenses are incurred in New Israeli Shekel, or NIS, and approximately 71% in Euro or linked to the Euro. At the same time, the majority of our cash 
reserves and investments are denominated in dollars, and our financial statements are denominated in dollars. As a result, we may be negatively affected 
by fluctuations in the exchange rates between the Euro or the NIS and the dollar. We cannot predict any future trends in the rate of devaluation or 
appreciation of the NIS or of the Euro against the dollar. If the dollar cost of our operations in Israel increases, our dollar-measured results of operations 
will be adversely affected. We may choose to limit these exposures by entering into hedging transactions. However, hedging transactions may not enable 
us to avoid exchange-related losses, and our business may be harmed by exchange rate fluctuations.
7

We depend on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, our business may 
be harmed.
The success of our business depends in large part upon the continuing contributions of our senior management, specifically on the managerial 
and technical skills of our Chief Executive Officer, Mr. Ariel Glassner, and other members of our senior management. If either Mr. Glassner or members 
of the senior management team are unable or unwilling to continue their employment with us, our business may be harmed.
If we become subject to a claim of intellectual property infringement, our business may be materially adversely affected.
If anyone asserts a claim against us relating to proprietary technology or information, we might seek to license the claimant’s intellectual 
property or to develop non-infringing technology. We might not be able to obtain a license on commercially reasonable terms or on any terms. 
Alternatively, our efforts to develop non-infringing technology could be unsuccessful. Our failure to obtain the necessary licenses or other right or to 
develop non-infringing technology could prevent us from selling our software and could therefore seriously harm our business.
We use certain “open-source” software tools that may be subject to intellectual property infringement claims or that may subject our derivative 
works or products to unintended consequences, possibly impairing our product development plans, interfering with our ability to support our 
clients or requiring us to allow access to the source code of our products or necessitating that we pay licensing fees. 
Certain of our products contain open-source code and we may use more open-source code in the future. In addition, certain third-party software 
that we embed in our products contains open-source code. Open-source code is code that is covered by a license agreement that permits the user to 
liberally use, copy, modify and distribute the software without cost, provided that users and modifiers abide by certain licensing requirements. The 
original developers of the open-source code provide no warranties on such code. 
As a result of the use of open-source software, we could be subject to suits by parties claiming ownership of what they believe to be their 
proprietary code or we may incur expenses in defending claims alleging non-compliance with certain open-source code license terms. In addition, third-
party licensors do not provide intellectual property protection with respect to the open-source components of their products, and we may be unable to be 
indemnified by such third-party licensors in the event that we or our customers are held liable in respect of the open-source software contained in such 
third-party software. If we are not successful in defending against any such claims that may arise, we may be subject to injunctions and/or monetary 
damages or be required to remove the open-source code from our products. Such events could disrupt our operations and the sales of our products, which 
would negatively impact our revenues and cash flow. 
8

Moreover, under certain conditions, the use of open-source code to create derivative code may obligate us to make the resulting derivative code 
available to others at no cost. The circumstances under which our use of open-source code would compel us to offer derivative code at no cost are subject 
to varying interpretations. If we are required to publicly disclose the source code for such derivative products or to license our derivative products that use 
an open-source license, our previously proprietary software products may be available to others without charge. If this happens, our customers and our 
competitors may have access to our products without cost to them, which could harm our business. Certain open-source licenses require as a condition to 
use, modification or distribution of such open-source that proprietary software incorporated into, derived from or distributed with such open-source be 
disclosed or distributed in source code form, be licensed for the purpose of making derivative works or be redistributable at no charge. The foregoing may 
under certain conditions be interpreted to apply to our software, depending upon the use of the open-source and the interpretation of the applicable open-
source licenses.
We monitor our use of open-source code to avoid subjecting our products to conditions we do not intend. The use of open-source code, however, 
may ultimately subject some of our products to unintended conditions so that we are required to take remedial action that may divert resources away from 
our development efforts.
We are subject to ongoing costs and risks associated with being a public company, including potential lawsuits.
As an Israeli company subject to U.S. federal securities laws, we spend a significant amount of management time and resources to comply with 
laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, Securities and 
Exchange Commission, or SEC, regulations, Nasdaq listing rules and the Israeli Companies Law, 1999, or the Companies Law, or the Israeli Companies 
Law. In connection with our compliance with Section 404 and the other applicable provisions of the Sarbanes-Oxley Act of 2002, our management and 
other personnel devote a substantial amount of time to assure that we continue to comply with these requirements. There is no guarantee that these efforts 
will result in management assurance that our internal control over financial reporting is adequate in future periods. If our internal controls are found to be 
ineffective in future periods, it could harm our operations, financial reporting or financial results.
Since we are a public company in the United States, the cost of our directors’ and officers’ liability insurance has significantly increased over 
recent years, as a result of which we have decided to purchase minimal coverage insurance. Our directors and officers rely on indemnification agreements 
provided by us. Accordingly, any lawsuits against our directors and officers could result in expensive legal expenses, settlements and judgments that we 
would be required to bear, which would harm our financial condition.
Risks Relating to our Billing and Related Services Business
System disruptions and failures may result in customer dissatisfaction, customer loss or both, which could materially and adversely affect our 
reputation and business.
Our billing systems are an integral part of our customers’ business operations. The continued and uninterrupted performance of these systems for 
our customers is critical to our success. Customers may become dissatisfied by any system failure that interrupts our ability to provide services to them.
Our ability to serve our customers depends on our ability to protect our systems and infrastructure against damages and unexpected adverse 
events. We also depend on various cloud providers and co-location datacenter providers which provide us environments, tools and applications on which 
we provide our products. Although we maintain insurance that we believe is appropriate for our business and industry, such coverage may not be 
sufficient to compensate for any significant losses that may occur as a result of any of these events. In addition, we have experienced systems outages and 
service interruptions in the past, none of which has had a material adverse effect on us. However, a prolonged system-wide outage or frequent outages 
could cause harm to our customers and to our reputation and reduce the attractiveness of our services significantly, which could result in decreased 
demand for our products and services and could cause our customers to make claims against us for damages allegedly resulting from an outage or 
interruption. Any damage or failure that interrupts or delays our operations could result in material harm to our business and expose us to material 
liabilities.
9

The customer base for our billing and customer care products is characterized by small to medium-sized communication service providers, or 
CSPs. If this market segment fails to grow, the demand for our billing and customer care software would diminish substantially.
Our billing and customer care products target small to medium-sized carriers. Our growth in this field depends on continued growth of carriers 
of this size. We cannot be certain that carriers of this size will be able to successfully compete with large CSPs. If this market segment fails to grow, the 
demand for our billing and customer care software would diminish substantially and our business would suffer. In addition, there may never be 
significant demand for new billing and customer care software by providers of telecom services.
If we experience loss of one or more existing billing customers, we may suffer a decrease in revenues, reputation and profitability.
A significant part of our revenues is derived from our existing customer base, maintenance agreements, customizations and additional 
professional services. Small service providers may be acquired by larger carriers and replace our solutions with the buyer’s existing billing platform, 
cease operations due to lack of funding, or terminate their relationship with us due to their financial condition, loss of market share and competitive 
pricing, as occurred with customers of ours over the years. If one or more customers cease using our solutions or services due to replacements or any 
other reason, our business and results of operations would suffer.
From time to time, our billing software and the systems into which it is integrated contain undetected errors. This may cause us to experience a 
significant decrease in market acceptance and use of our software products and we may be subject to warranty and other liability claims.
From time to time, our billing software, as well as the systems into which it is integrated, contains undetected errors. Because of this integration, 
it can be difficult to determine the source of the errors. Also, from time to time, hardware systems we resell contain certain defects or errors. As a result, 
and regardless of the source of the errors, we could experience one or more of the following adverse results:
●
diversion of our resources and the attention of our personnel from our research and development efforts to address these errors;
●
negative publicity and injury to our reputation that may result in loss of existing or future customers; and
●
loss of or delay in revenue and loss of market share.
In addition, we may be subject to claims based on errors in our software or mistakes in performing our services. Our licenses and agreements 
generally contain provisions such as disclaimers of warranties and limitations on liability for special, consequential and incidental damages, designed to 
limit our exposure to potential claims. However, not all of our contracts contain these provisions and we cannot assure you that the provisions that exist 
will be enforceable. In addition, while we maintain product liability and professional indemnity insurance, we cannot assure you that this insurance will 
provide sufficient, or any, coverage for these claims. A product liability or professional indemnity claim, whether or not successful, could adversely affect 
our business by damaging our reputation, increasing our costs, and diverting the attention of our management team.
10

Risks Relating to our Messaging Business
Our messaging business depends on customers increasing their use of our messaging products, and any loss of customers or decline in their use 
of our products could materially and adversely affect our business, results of operations and financial condition.
Our ability to grow our mobile messaging business and generate incremental revenue depends, in part, on our ability to maintain and grow our 
relationships with existing messaging customers and to have them increase their usage of our messaging platform. If our customers do not increase their 
use of our messaging products, then our revenue may decline and our results of operations may be harmed. Messaging customers are charged based on 
the usage of our products. Most of these customers do not have long-term contractual financial commitments to us and, therefore, they may reduce or 
cease their use of our products at any time without penalty or termination charges. Messaging customers may terminate or reduce their use of our 
products for any number of reasons, including if they are not satisfied with our products, the value proposition of our products or our ability to meet their 
needs and expectations. We cannot accurately predict customers’ usage levels, and the loss of customers or reductions in their usage levels of our 
products may each have a negative impact on our business, results of operations and financial condition. If a significant number of messaging customers 
cease using, or reduce their usage of our products, it could harm our operations, financial reporting or financial results.
If we are unable to attract new messaging customers in a cost-effective manner, then our business, results of operations and financial condition 
would be adversely affected.
In order to grow our messaging business, we must continue to attract new customers in a cost-effective manner. We use a variety of marketing 
channels to promote our messaging products and platform, such as regional customer events and telemarketing campaigns. We will incur marketing 
expenses before we are able to recognize any revenue that the marketing initiatives may generate, and these expenses may not result in increased revenue 
or brand awareness. We may make significant expenditures and investments in new marketing campaigns, and we cannot guarantee that any such 
investments will lead to the cost-effective acquisition of additional customers. If we are unable to maintain effective marketing programs, then our ability 
to attract new customers could be materially and adversely affected, our marketing expenses could increase substantially and our results of operations 
may suffer.
If we are unable to increase adoption of our messaging products by enterprises, our business, results of operations and financial condition may 
be adversely affected.
Our ability to increase the customer base of our messaging business, especially among enterprises, and achieve broader market acceptance of our 
messaging products will depend, in part, on our ability to effectively organize, focus and train our sales and marketing personnel.
As we seek to increase the adoption of our messaging products by enterprises, we expect to incur higher costs and longer sales cycles. In the 
enterprise market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, including 
security, compliance, procurement, operations and IT. In addition, while enterprise customers may quickly deploy our products on a limited basis before 
they will commit to deploying our products at scale, they often require extensive education about our products and significant customer support time, 
engage in protracted pricing negotiations and seek to secure readily available development resources. In addition, sales cycles for enterprises are 
inherently more complex and less predictable, and some enterprise customers may not use our products enough to generate revenue amounts that justify 
our cost to acquire such customers. In addition, these complex and resource intensive sales efforts could place additional strain on our product and 
engineering resources. Further, enterprises, including some of our customers, may choose to develop their own messaging solutions that do not include 
our products. They also may demand reductions in pricing as their usage of our products increases, which could have an adverse impact on our gross 
margin. As a result of our limited experience selling and marketing messaging products to enterprises, our efforts to sell to these potential customers may 
not be successful. If we are unable to increase the messaging revenue that we derive from enterprises, then our business, results of operations and 
financial condition may be adversely affected.
11

To deliver our messaging products, we rely on network service providers for our messaging services.
We currently interconnect with network service providers around the world to enable the use by our customers of our messaging products over 
their networks. We expect that we will continue to rely heavily on network service providers for these services going forward. Our reliance on network 
service providers has reduced our operating flexibility, ability to make timely service changes and control quality of service. In addition, the fees that we 
are charged by network service providers may change daily or weekly, while we do not typically change our customers’ pricing as rapidly.
Furthermore, many of these network service providers do not have long-term committed contracts with us and may terminate their agreements 
with us without notice or restriction. If a significant portion of our network service providers stop providing us with access to their infrastructure, fail to 
provide these services to us on a cost-effective basis, cease operations or otherwise terminate these services, the delay caused by qualifying and switching 
to other network service providers could be time consuming and costly and could adversely affect our business, results of operations and financial 
condition. Further, if problems occur with our network service providers, it may cause errors or poor-quality communications with our products, and we 
could encounter difficulty identifying the source of the problem. The occurrence of errors or poor quality communications on our messaging products, 
whether caused by our platform or a network service provider, may result in the loss of our existing customers or the delay of adoption of our products by 
potential customers and may adversely affect our business, results of operations and financial condition.
We may have to lower our prices for messaging products or change our pricing model from time to time.
We charge our customers based on their use of our messaging products. We expect that we may need to change our pricing from time to time. In 
the past we have sometimes reduced our prices either for individual customers in connection with long-term agreements or for a particular product. One 
of the challenges to our pricing is that the fees that we pay to network service providers over whose networks we transmit communications can vary daily 
or weekly and are affected by volume and other factors that may be outside of our control and difficult to predict. This can result in us incurring increased 
costs that we may be unable or unwilling to pass through to our customers, which could adversely impact our business, results of operations and financial 
condition.
Further, as competitors introduce new messaging products or services that compete with ours or reduce their prices, we may be unable to attract 
new customers or retain existing customers based on our historical pricing. As we expand internationally, we also must determine the appropriate price to 
enable us to compete effectively internationally. Moreover, enterprises, which are a primary focus for our direct sales efforts for our messaging products, 
may demand substantial price concessions. In addition, if the mix of products sold changes, including for a shift to IP-based products, then we may need 
to, or choose to, revise our pricing. As a result, in the future we may be required or choose to reduce our prices or change our pricing model, which could 
adversely affect our business, results of operations and financial condition.
Defects or errors in our messaging products could diminish demand for these products, harm our business and results of operations and subject 
us to liability.
Our customers use our messaging products for important aspects of their businesses, and any errors, defects or disruptions to our products and 
any other performance problems with our products could damage our customers’ businesses and, in turn, hurt our brand and reputation. We provide 
regular updates to our messaging products, which may contain undetected errors, failures, vulnerabilities and bugs when first introduced or released. Real 
or perceived errors, failures or bugs in our products could result in negative publicity, loss of or delay in market acceptance of our messaging platform, 
loss of competitive position, lower customer retention or claims by customers for losses sustained by them. In such an event, we may be required, or may 
choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. In addition, we may not carry 
insurance sufficient to compensate us for any losses that may result from claims arising from defects or disruptions in our products. As a result, our 
reputation and our brand could be harmed, and our business, results of operations and financial condition may be adversely affected.
12

We face a risk of litigation resulting from customer misuse of our messaging software to send unauthorized messages in violation of applicable 
laws.
The actual or perceived improper sending of messages with our messaging software may subject us to potential risks, including liabilities or 
claims relating to consumer protection laws. For example, the U.S. Telephone Consumer Protection Act of 1991 restricts telemarketing and the use of 
automatic SMS text messages without proper consent. The scope and interpretation of the laws that are or may be applicable to the delivery of messages 
are continually evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations due to 
the failure of our customers to comply with these laws by obtaining proper consent, we could face direct liability.
In addition, if our customers’ use of our messaging products will not adhere to privacy regulations and messaging rules, they and us may be 
blocked from sending more messages through specific channels and may be fined for such conduct. Our failure to prevent such infringements could have 
a material adverse effect on our business.
System disruptions and failures may result in customer dissatisfaction, customer loss or both, which could materially and adversely affect our 
reputation and business.
We provide real-time messaging services to our customers. The continued and uninterrupted performance of these services for our customers is 
critical to our success. Customers may become dissatisfied by any service failure that interrupts their business, which could lead them to stop using our 
messaging services. This could materially and adversely affect our reputation and business.
Changes to regulations or technology vendor rules could materially and adversely affect our business.
We use messaging technologies and products, such as SMS and WhatsApp, to deliver messages from our customers to consumers. Changes in 
rules and regulations may prevent us from using some services, which may block our ability to grow our services and have a material adverse effect on 
our business.
Risks Relating to our Ordinary Shares
Our share price has fluctuated and could continue to fluctuate significantly.
The market for our ordinary shares, as well as the prices of shares of other technology companies, has been volatile. The price of our ordinary 
shares has fluctuated significantly over the years.
We do not control these matters and any of them may adversely affect our share price. In addition, trading in shares of companies listed on the 
Nasdaq Global Market in general and trading in shares of technology companies in particular has been subjected to extreme price and volume fluctuations 
that have been unrelated or disproportionate to operating performance. These broad market and industry factors may depress our share price, regardless of 
our actual operating results. Given the likely volatility that exists for our ordinary shares, sales of a substantial number of our ordinary shares could cause 
the market price of our ordinary shares to decline.
13

If we are characterized as a passive foreign investment company, our U.S. shareholders will be subject to adverse tax consequences.
If, for any taxable year, either (i) 75% or more of our gross income is passive income; or (ii) 50% or more of our assets, averaged over the year 
and generally determined based upon value, including cash (even if held as working capital), produce or are held to produce passive income, we may be 
characterized as a “passive foreign investment company”, or PFIC for U.S. federal income tax purposes. For this determination, passive income includes 
dividends, interest, royalties, rents, annuities and the excess of gain over losses from the disposition of assets that produce passive income.
As a result of our cash position and the value of our assets, we may be deemed to be a PFIC for U.S. federal income tax purposes.
If we are characterized as a PFIC, our shareholders who are residents of the United States will be subject to adverse U.S. tax consequences. Our 
treatment as a PFIC could result in a reduction in the after-tax return to shareholders resident in the United States and may cause a reduction in the value 
of our shares. If we were to be treated as a PFIC, our shareholders will be required, absent certain elections, to pay an interest charge together with tax 
calculated at the then prevailing highest tax rates on ordinary income on certain “excess distributions” including any gain on the sale of Ordinary Shares. 
The consequences of holding shares in a PFIC are described below under “Additional Information - United States Federal Income Tax Consequences - 
Passive Foreign Investment Companies.” Prospective investors should consult with their own tax advisors with respect to the tax consequences applicable 
to them of investing in our Ordinary Shares.
Our articles of association provide that unless we consent to an alternative forum, the federal district courts of the United States shall be the 
exclusive forum for the resolution of any claims arising under the Securities Act of 1933, as amended, or the Securities Act, which may limit the 
ability of our shareholders to initiate litigation against us or increase the cost thereof.
Our articles of association provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the 
United States shall be the exclusive forum for the resolution of any claims arising under the Securities Act. Section 22 of the Securities Act creates 
concurrent jurisdiction for federal and state courts over all such Securities Act actions, and accordingly, both state and federal courts have jurisdiction to 
entertain such claims. While the federal forum provision in our amended and restated articles does not restrict the ability of our shareholders to bring 
claims under the Securities Act, we recognize that it may limit shareholders’ ability to bring a claim in the judicial forum that they find favorable and may 
increase certain litigation costs, which may discourage the filing of claims under the Securities Act against the Company, its directors and officers. 
However, the enforceability of similar forum provisions (including exclusive federal forum provisions for actions, suits or proceedings asserting a cause 
of action arising under the Securities Act) in other companies’ organizational documents has been challenged in legal proceedings, and there is 
uncertainty as to whether courts would enforce the exclusive forum provision that we propose to add to our articles of association. If a court were to find 
the choice of forum provision contained in our articles of association to be inapplicable or unenforceable in an action, we may incur additional costs 
associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of 
operations.
14

Risks Relating to Our Location in Israel
Potential political, economic and military conditions concerning Israel may harm our operating results.
While the vast majority of our employees are located outside of Israel, most of our senior management is located in Israel. Accordingly, our 
operating results may be directly influenced by economic, political and military conditions in and relating to Israel. Since the establishment of Israel in 
1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, Hamas (an Islamist militia and political group in the Gaza 
Strip) and Hezbollah (an Islamist militia and political group in Lebanon). In addition, Iran has threatened to attack Israel and is believed to be developing 
nuclear weapons. Iran is also believed to have a strong influence among actors hostile to Israel, such as Hamas in Gaza, Hezbollah in Lebanon and the 
Houthis in Yemen. Any armed conflicts or political instability in the region, including an increase in the degree of violence between Israel and the 
Palestinians, could negatively affect business conditions and harm our results of operations. Furthermore, several countries, companies and trade groups 
restrict business with Israel and Israeli companies, and additional countries, companies and trade groups may restrict doing business with Israel and 
Israeli companies for political reasons. These restrictive laws and policies may seriously harm our operating results, financial condition, or the expansion 
of our business. The situation in Israel or the region could adversely affect our operations if our customers and/or strategic partners believe that instability 
could affect our ability to fulfill our commitments.
In October 2023, thousands of Hamas terrorists invaded Israel’s southern border towns near the Gaza Strip and carried out attacks on civilian and 
military targets that were extraordinary in scale and brutality. Hamas and other terrorist groups also launched extensive rocket attacks from the Gaza Strip 
against civilian targets in various parts of Israel. As a result, Israel declared war against Hamas, called up hundreds of thousands of reserve soldiers and 
launched an extensive military campaign against them. In parallel, there were hostilities with the Hezbollah terror organization in Lebanon and with the 
Houthi movement in Yemen. In addition, in April and October 2024, Iran launched directs attack on Israel involving hundreds of drones and missiles 
each time. There can be no assurance that the ceasefire signed between Israel and Lebanon in November 2024 will last or that the downfall of the Assad 
regime in Syria in December 2024 will lead to peace or stability. It is possible that hostilities with Hamas, Iran, Hezbollah, the Houthis and Syria will 
escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities.
To date, our business and operations have not been adversely affected by the war. We have back-up IT systems and remote work ability that we 
expect will enable our operations to function well in the event of an emergency.
It may be difficult to enforce a U.S. judgment against us, our officers and directors or to assert U.S. securities laws claims in Israel.
We are incorporated in the State of Israel. Substantially most of our executive officers and directors are nonresidents of the United States, and a 
substantial portion of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult for a shareholder, or 
any other person or entity, to collect a judgment obtained in the United States against us or any of these persons, or to effect service of process upon these 
persons in the United States.
We have been informed by our legal counsel in Israel that it may be difficult to bring original actions in Israel to enforce civil liabilities under 
the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act. Israeli courts may refuse to hear a claim based on a 
violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear 
a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. 
law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There 
is little binding case law in Israel addressing these matters.
15

Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts 
may enforce a U.S. judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a 
monetary or compensatory judgment in a non-civil matter, provided that the following key conditions are met:
●
subject to limited exceptions, the judgment is final and non-appealable;
●
the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state;
●
the judgment was rendered by a court competent under the rules of private international law applicable in Israel;
●
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
●
adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;
●
the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel;
●
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; 
and
●
an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. 
court.
Provisions of Israeli law and our articles of association may delay, prevent or make difficult a change of control and therefore may depress the 
price of our stock.
Some of the provisions of our articles of association and Israeli law could, together or separately:
●
discourage potential acquisition proposals;
●
delay or prevent a change in control; and
●
limit the price that investors might be willing to pay in the future for our ordinary shares.
In particular, our articles of association provide that our board of directors will be divided into three classes that serve staggered three-year terms 
and authorize our board of directors to adopt protective measures to prevent or delay a coercive takeover, including without limitation the adoption of a 
“Shareholder Rights Plan.” In addition, Israeli corporate law regulates mergers and acquisitions of shares through tender offers, requires approvals for 
transactions involving significant shareholders and regulates other matters that may be relevant to these types of transactions. See Item 10.B 
“Memorandum and Articles of Associations - Mergers and Acquisitions under Israeli Law.” Furthermore, Israeli tax law treats stock-for-stock 
acquisitions between an Israeli company and a foreign company less favorably than does U.S. tax law. For example, Israeli tax law may subject a 
shareholder who exchanges his ordinary shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for stock 
swap.
16

Our articles of association provide that the competent courts of Tel Aviv, Israel are the exclusive forum for substantially all disputes between us 
and our shareholders under the Companies Law and the Securities Law, which could limit our shareholders’ ability to bring claims and 
proceedings against us, our directors, officers, and other employees.
Our articles of association provide that the competent courts of Tel Aviv, Israel are the exclusive forum for (i) any derivative action or 
proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other 
employees to the Company or to our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the 
Israeli Securities Law, 1968, or the Securities Law. This exclusive forum provision applies to claims arising under Israeli law and would not apply to 
claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which federal courts would have exclusive jurisdiction. Such 
exclusive forum provision does not relieve us of our duties to comply with federal securities laws and the rules and regulations thereunder, and our 
shareholders will not be deemed to have waived our compliance with these laws, rules and regulations. This exclusive forum provision may limit a 
shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may 
discourage lawsuits against us, our directors, officers and employees.
Item 4. Information on the Company
A. History and Development of the Company
General
Our name is MIND C.T.I. Ltd. for both legal as well as commercial purposes. We were incorporated under the laws of the State of Israel on 
April 6, 1995 as a company with limited liability, and we are subject to the Israeli Companies Law and the regulations promulgated thereunder. Our 
principal executive offices are located at 2 HaCarmel Street, Yoqneam 2066724, Israel. Our telephone number is +972 4 993 6666. Our agent in the 
United States is MIND Software, Inc. and its principal offices are located at 10306 Eaton Pl., Suite 300, Fairfax, VA 22030, USA.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information that is filed electronically with 
the SEC at http://www.sec.gov. Our website address is at https://mindcti.com. Information contained, or that can be accessed through, our website does 
not constitute a part of this annual report and is not incorporated by reference herein, and we have included our website address in this annual report 
solely for informational purposes.
Principal Capital Expenditures
During 2024, 2023 and 2022, the aggregate cash amount of our capital expenditures was $10 thousand, $64 thousand, and $130 thousand, 
respectively. These expenditures were mainly for the purchase of equipment and licenses for software tools to be used by our engineering teams. We 
currently have no material commitments for capital expenditures.
17

B. Business Overview
Overview
We develop, manufacture, market and implement convergent billing and customer care software solutions for communication service providers, 
including traditional wireline and wireless, voice over IP, or VoIP, broadband IP network operators, wireless internet service providers, or WISPs, LTE 
and 5G carriers, and mobile virtual network operators, or MVNOs.
Our convergent billing and customer care solution supports multiple services, including voice, data and content services as well as prepaid, 
postpaid and pay-in-advance payment models in a single platform. It includes a powerful workflow engine to support the implementation of business 
processes, such as subscriber registration, order management, trouble ticket and debt collection, providing a high level of customization to our customer 
operation flows.
It also includes an integral point of sale (POS) solution that extends our offering to cover all dealer, store and cashier management and sales 
cycle-related activities. Our solution is built upon a multi-layered architecture supporting real-time distributed processing, achieving high performance, 
scalability and high availability.
We enhanced our billing and customer care platform with optional modules that we developed in recent years, including online store 
(e-commerce), mobile app and self-service modules that enable high quality service with Omnichannel architecture.
MINDBill can be installed on-premises or in a cloud environment.
As part of our offering, we provide professional services, primarily to our billing and customer care customers, consisting of turnkey project 
delivery, customer support and maintenance services, integration, customizations and project management. Our professional services also include 
enhanced support options, known as managed services, which are performed from our offices. These managed services include performing day-to-day 
billing operational tasks.
In addition to our billing and customer care solutions, we offer UC analytics solutions and call accounting systems. UC analytics provides 
organizations with the data-driven insights necessary to optimize their communication strategies and with real-time feedback, to help identify and quickly 
resolve issues. UC analytics may also be used to enhance customer service interactions. By analyzing this data, companies can improve response times, 
identify common customer issues, and refine support processes to provide a better customer experience. In today’s competitive environment, UC 
analytics helps to enrich operational efficiency and to achieve superior customer satisfaction.
In addition, from 2019, following the acquisitions of Message Mobile GmbH, or Message Mobile and GTX GmbH, or GTX, we offer enterprise 
messaging services and wholesale messaging services.
Our enterprise mobile messaging platform enables enterprises to easily communicate with clients and partners via text / SMS, instant messaging 
or voice. The platform may be integrated with the customers’ CRM or marketing automation platforms. The messaging services are used by businesses 
for direct communication with their customers for several reasons, such as customer care, notifications, appointments, OTPs (one-time passwords) and 
marketing.
Our wholesale mobile messaging business offers wholesale messaging services and messaging termination services on our software platform. 
The software is designed to provide advanced routing functionality enabling us to offer competitive wholesale and termination prices to other aggregators 
and service providers. The payment for the wholesale and termination services is based on volume (number of messages) and is being calculated and paid 
every month. In most cases, there are long-term contracts with other aggregators for the wholesale and termination services, but the prices are being 
negotiated ad-hoc based on demand.
18

Our Market Opportunity
Billing and Customer Care Industry
Billing and customer care are critical to telecommunications service providers as they enable them to manage customer relations, track and bill 
for usage, and launch, deploy and charge new services and bundles, marketing programs and rate plans. The need for comprehensive billing solutions is 
driven by the market trend that requires service providers to introduce new services, to be innovative in creating new product offerings and to optimize 
business processes for maximum efficiency. We provide tier 2 and tier 3 service providers with flexible, easy to deploy, truly convergent and scalable 
billing solutions.
From time to time, telecommunications service providers initiate searches for billing solutions to replace existing ones in order to offer 
additional services, reduce costs and improve service. In addition, our existing customers occasionally consider adding new modules that we developed to 
their existing platform, replacing other vendors or migrating to a newer version with up-to-date technology and enhanced functionality.
Also, from time to time, new providers surface and introduce new offering to the market or try to attract a specific targeted customer base. They 
build new infrastructure or resell traffic and initiate searches for billing solutions.
Mobile Messaging
The global messaging market, via SMS and IP messaging, is unpredictable. Enterprises are moving marketing activities to mobile messaging 
technologies, with new use cases added every year. At the same time, there is an increase in the use of apps that do not require third party messaging 
solutions. Our Communications Platform as a Service, or CPaaS, provides simple APIs with well-defined ways to easily integrate messaging into the 
enterprise’s legacy systems (such as CRM) or our own applications. Our platform helps our customers to reduce costly in-house development and the 
need to negotiate complex commercial agreements with service providers.
Our Strategy
Our objective is to be a leader in the market for convergent billing and customer care software for tier 2 and tier 3 service providers and in the 
market of UC analytics for enterprises, to increase our presence in mobile messaging and to remain as profitable as possible in an increasingly 
competitive environment.
One element of our strategy is to increase our presence through acquisitions. We intend to continue targeting potential acquisitions that could 
benefit our growth.
We believe that our customer base, high customer satisfaction and our reputation for offering high quality, reliable platform provide us with 
brand name recognition. We continually invest in development to enhance our offering and keep our platforms up-to-date.
As competition in our relevant markets is fierce and telecommunications spending is shrinking, we intend to explore new geographies and build 
new partnerships.
19

Our Products and Services
Billing and Customer Care Solutions
The key functionalities of our billing and customer care solutions are as follows:
●
Mediation. Providing real-time and batch event collection, interfacing with the voice, content, data, service delivery and routing network 
elements;
●
Provisioning. Setting up the ability of a subscriber to use services, enabling features and quantitative limits on network elements and legacy 
billing solutions;
●
Authentication, Authorization and Accounting. Authenticating subscribers, authorizing a particular usage and. calculating the amount to be 
charged to the subscriber;
●
Interconnect Billing. MINDBill generates reports that enable providers to bill for traffic and services that are being transported across their 
networks by other providers;
●
Roaming. MINDBill provides the ability to define and manage the required roaming contract terms and the applicable tariff plan for each 
roaming partner;
●
Virtual Providers. MINDBill allows carriers to have resellers of traffic under different brand names and manage them as Virtual Providers;
●
Multiple Services and Products Support. MINDBill allows CSPs to provide all types of services and bundle them into packages with special 
rates, discounts and promotions;
●
On-Line-Charging (OCS). Flexible real-time rating engine that facilitates a wide variety of billing plans and tariff parameters, content-based 
rates, rates based on the day of the week, time of the day, call origin and destination and multi-currency rates for international services;
●
Invoicing. Support for all stages of invoice generation, multiple billing cycles and invoice on demand. Invoices can be printed locally or 
exported to printing service bureaus, using a customizable invoice layout;
●
Account Receivables (A/R). MINDBill manages all A/R activities, supports multiple payment methods and a built-in debt collection process;
●
Collection procedures. Flexible collection solution that provides full monitoring and control of the collection treatment (dunning process);
●
Customer Support Representative Web Interface. User-friendly web interface that allows operators to perform all customer care operations 
from any location;
●
Self-Care Web Interface. Subscriber web interface that allows subscribers to obtain information about their account, including invoices, 
payments and usage details. Subscribers can also make payments and update subscription details;
●
E-commerce Web Interface. New module that supports the entire sales cycle of plans, devices and accessories;
●
Point of Sale (POS). Our POS enables operators to offer their products and services in retail stores, selling services, equipment and 
accessories to new and existing customers. POS integrates with external systems, such as credit card clearinghouses, external taxation 
engines, field service solutions and address validation systems;
●
Business Processes Workflow Environment. Creating tailored business processes such as customer onboarding, managing subscriptions, 
trouble tickets and debt collection; and
●
Monitoring. MINDBill includes a monitoring tool that enables 24x7 operational control, proactive monitoring and historical analysis of the 
platform’s behavior.
20

Enterprise Software
Our enterprise product, known as PhonEX ONE, is used by corporations for telecom expense management, call accounting, traffic analysis and 
fraud detection. It allows organizations to more effectively manage their telecommunications resources. PhonEX ONE is a call management system that 
collects, records and stores all call information and enables:
●
to generate near real-time reports on the enterprise’s communication use;
●
monitor quality of experience;
●
track agent’s performance in contact centers;
●
produce sophisticated reports and graphics for easy and effective analysis of call activity; and
●
allocate telephone expenses to specific departments, individual clients or projects.
PhonEX ONE can be installed on-premises or in a cloud environment.
Some of its major advantages are:
●
Quality of Service (QoS) Monitoring. PhonEX ONE enables quantification of the user’s perceived audio call quality so the organization can 
ensure the relevant communication quality of experience of its contact centers, calls between branches, out-going calls, etc.;
●
User centric. The PhonEX ONE user-centric architecture provides a consolidated solution for the collection, analysis, reporting, and 
managing of all the telecommunication and data traffic expenses;
●
Dashboard. A visual representation of the most significant information regarding calls, a useful tool that helps administrators to get a quick 
and relevant image of the general system activity. The Dashboard can quickly provide - through its graphical and non-graphical monitors - a 
snapshot over the outgoing and incoming calls, traffic and exceptions as well as several top requested reports;
●
Multi-site solution. The PhonEX ONE scales to support large multi-site organizations using voice and data equipment from multiple 
vendors. PhonEX ONE supports complex hierarchies on which any employee can be associated to any branch of the organization and under 
a separate matrix to any corporate department;
●
ASP.NET and MS-SQL database. PhonEX ONE is designed using the Microsoft.Net technology and has extensive configuration capabilities 
using XML files with server – client interaction;
●
Certification by IP switch vendors. PhonEX ONE is interoperable and certified on a timely manner with new releases of IP switch vendors, 
including Cisco and Microsoft;
●
Enhanced security. PhonEX ONE security management includes user authentication, security group restrictions, event log monitoring and 
encryption methodology of database entries. This management tool enables a secure and easy control over the system;
●
Modular architecture supporting high scalability. The PhonEX ONE’s scalable system architecture supports an unlimited number of sites 
and extensions;
●
Guard and Alerter. The PhonEX ONE Guard and Alerter provide sophisticated tools for fraud prevention, alerting on phone misuse, budget 
surpass, possible toll fraud or other abnormal behaviors within the organization; and
●
Multilingual and multicurrency. The built-in support of multiple languages and multiple currencies enables telecom expense management 
for multinational organizations.
21

Mobile Messaging
Following the acquisition of Message Mobile and GTX in 2019, we offer messaging solutions to enterprise and wholesale customers. We plan to 
expand the range of services we offer and the technological vehicles used to deliver them to our customers, and to increase the rate of new customer 
acquisition by facilitating self-registration and on-boarding for new customers, and by offering competitive pricing and quality services.
Technology
Our software products are based on an open architecture, which was developed using industry standard API that enables it to readily integrate 
with other software applications. These application program interfaces create an object-oriented, multi-layered architecture that support a distributed 
environment. Our object-oriented technology enables the design and implementation of software utilizing reusable business objects rather than complex 
procedural codes. We implement our software in a distributed configuration. This allows further customization and solution adjustment based on modules 
to be installed on different servers to support the system’s scalability and security. We utilize a business processes workflow environment that facilitates 
the implementation of tailored and automated business processes to fit our customers’ unique business rules.
We believe that our technology allows us to offer products with the following benefits:
●
fast integration and interoperability with telecommunications equipment of major manufacturers, legacy systems and external software;
●
modular architecture that allows our products to be easily scalable and enables us to customize our software relatively quickly;
●
reliable products that support high availability of the service for mission-critical applications; and
●
security at all levels of the architecture. 
Our messaging services are based on our modern, cloud-based messaging platforms developed by our subsidiaries in Germany.
Sales and Marketing
We conduct our sales and marketing activities primarily directly. We also work with appointed distributors and resellers throughout the world.
Our marketing programs are focused on creating awareness, interest and preference for our products and services. We engage in some marketing 
activities, including participating in industry trade shows and special events.
22

Principal Markets
The following table shows our revenues for each of the past three years classified by type of revenue and geographic region.
Years Ended December 31,
2024
2023
2022
(dollars in thousands)
The Americas (total)
$
8,508
$
7,897
$
8,536
Sale of Licenses
157
158
64
Services 
8,351
7,739
8,472
Asia Pacific and Africa (total)
475
1,162
808
Sale of Licenses 
36
33
139
Services
439
1,129
669
Europe (total)
11,402
11,633
11,382
Sale of Licenses
186
249
297
Services
11,216
11,384
11,085
Israel (total)
1,061
920
825
Sale of Licenses
349
118
111
Services
712
802
714
Total
21,446
21,612
21,551
Sale of Licenses
728
558
611
Services
20,718
21,054
20,940
Customers
Billing and Customer Care Solutions
Our billing and customer care solutions have been installed for a large base of customers worldwide, including:
●
Traditional telephony providers that evolved into quad-play providers, offering wireless, wireline, cable, IPTV, content and internet 
services, such as Moldtelecom, Belize Telemedia and Docomo Pacific;
●
Internet services providers that offer a triple play of broadband data, VoIP and video, such as Iskon, Vodafone Net and MSTelcom;
●
Cable providers that also offer voice services, such as EastLink; and
●
Mobile Virtual Network Enablers (MVNEs), such as Pelephone Communications Ltd. 
23

Enterprise Software
Our enterprise software products have been installed for a large base of customers worldwide, including international banking firms, global 
technology leaders, government agencies and other thousands of small to very large organizations.
Messaging Services
Our messaging solutions are used by more than 100 enterprise customers, mostly in Germany.
Competition
Billing and Customer Care Solutions
Competition in the market for billing and customer care software is intense and we expect competition to continue to be strong.
We believe that our competitive advantage is based on:
●
our ability to rapidly deploy a complete turn-key product-based solution; 
●
our truly convergent platform using one database and one product catalog for both prepaid and postpaid subscribers;
●
our solutions’ functionality, which includes billing, customer care, point-of-sale, mediation, provisioning, online charging for multiple 
services and online store (e-commerce) modules;
●
our proven platform and our many years of experience to satisfy customer requirements; and
●
our flexibility to meet customer requirements in a short time frame. 
Some of our competitors have greater financial, technical, sales, marketing and other resources and greater name recognition than we do. Some 
of our competitors have lower cost structure and compete with us on pricing. Current and potential competitors have established, and may establish in the 
future, cooperative relationships among themselves or with third parties to increase their ability to address the needs of prospective customers. 
Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share and their solutions could achieve 
greater market acceptance than our solutions.
Enterprise Software
Our competitors in the market for enterprise software products are mainly local companies. To compete effectively, companies must be able to 
offer adequate technical support and ongoing product development. In addition, multinational companies prefer call accounting systems that can be 
installed at their various offices throughout the world, and therefore require call accounting products that are multilingual and support the local 
telecommunication requirements. The principal factors upon which we compete are scalability, ease of use, being certified by major IP switch vendors 
and the multi-lingual and multi-currency nature of our system.
Messaging
Our competition in the messaging market comes from a few international companies, such as Sinch AB and CM.com, and from many small, 
local service providers in Germany. Our competitive advantage is based on a combination of technology and service – our ability and will to tailor our 
services to the needs of enterprise customers.
24

C. Organizational Structure
Set forth below is a list of our significant subsidiaries:
●
MIND Software Limited, a wholly owned subsidiary, incorporated in the United Kingdom;
●
MIND Software, Inc., a wholly owned subsidiary, incorporated in the State of Delaware; 
●
MIND Software SRL., a wholly owned subsidiary of MIND Software Limited, incorporated in Romania;
●
MIND CTI GmbH, a wholly owned subsidiary, incorporated in Germany; 
●
Message Mobile GmbH, a wholly owned subsidiary of MIND CTI GmbH, incorporated in Germany; and
●
Aurenz GmbH, a wholly owned subsidiary of MIND CTI GmbH, incorporated in Germany.
D. Property, Plant and Equipment
Our headquarters are located in Yoqneam, Israel, approximately 50 miles north of Tel Aviv. We lease approximately 5,800 square feet at our 
Yoqneam headquarters and approximately 3,000 square feet in Luneburg, Germany. We also lease approximately 7,900 square feet in Iasi, Romania and 
approximately 7,400 square feet in Suceava, Romania. The offices in Iasi and Suceava are used primarily for software development and for customer 
support.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis of our financial condition and results of operations should be read together with our audited consolidated 
financial statements and the related notes included elsewhere in this annual report. The following discussion contains forward-looking statements that are 
based upon our current expectations and are subject to uncertainty and changes in certain circumstances. Actual results may differ materially from these 
expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified under “Forward-Looking 
Statements and Summary Risk Factors” and under “Risk Factors” elsewhere in this annual report.
Overview
We were incorporated in Israel in 1995 and started providing our enterprise software products in that year. In 1997, we introduced our billing 
and customer care software for Voice over IP. We have enhanced our billing solutions since then to support multiple IP services, wireless and wireline 
carriers and triple play (voice, data and content) service providers. Following the acquisitions completed during 2019 (see below), we, together with our 
subsidiaries, also provide enterprise and wholesale messaging, communication solutions.
On March 25, 2019, we acquired Message Mobile GmbH, a leading provider of enterprise messaging, communication and payment solutions, 
based in Germany, with more than 15 years’ experience in the mobile industry. Its messaging platform enables enterprises to easily communicate with 
clients and partners via text / SMS, voice and instant messaging services like WhatsApp, Facebook Messenger and Telegram.
25

On September 25, 2019, we acquired GTX GmbH, a company based in Germany offering global SMS services for B-2-B customers, providing 
business partners a robust and easy-to-use system to send SMS messages to end-users at the best possible quality and attractive pricing, acting as a one-
stop-platform for clients aiming to extend their messaging activities on different channels, e.g., WhatsApp, Chatbot on Messenger and Rich 
Communication Services (RCS). In 2023, GTX was merged with Message Mobile to form one legal entity that operates in the messaging segment.
On January 9, 2025, we acquired Aurenz GmbH (aurenz), a leading provider of UC analytics and call accounting solutions in Germany. Founded 
in 1983, aurenz maintains a leading position in the field of call accounting and, in recent years, in UC analytics. aurenz’s solutions provide essential 
added value for unified communication systems, easily and quickly integrating into every UC implementation. aurenz prides itself on delivering 
outstanding service to ensure seamless installations and integrations.
In 2024, 55% of our total revenues were derived from providing our billing and customer care software, 37% of our total revenues were derived 
from enterprise messaging and 8% of our total revenues were derived from providing our enterprise software. In 2024, services represented 97% of our 
total revenues and license fees represented 3% of our total revenues.
In 2024, 2023 and 2022, one customer accounted for approximately 11%, 12% and 12% of our total revenues, respectively. We expect to 
continue to derive sizeable revenues from a small number of changing customers.
Consolidation in the telecom markets was not favorable to us in the last years, and we lost a few customers each year and, at the same time, 
closed fewer deals and at lower values than in previous years. Accordingly, we expect we will not be able to maintain our revenues and our profitability 
levels in the near term.
Our dividend policy is to declare a dividend distribution once per year, in the approximate amount of our EBITDA for the preceding year plus 
net financial income minus taxes on income, subject to specific board of directors’ approval and applicable law. Since 2003, our cash dividends amount 
to approximately $6.0 per share (including the dividend declared in March 2025 in respect of 2024). The amount per share that we distributed in each of 
2024 and 2023 was $0.24, and a dividend of $0.22 per share was declared in March 2025. The board of directors’ decision to approve the annual 
distribution is based, among other factors, on our cash position at that time, potential acquisitions and future cash needs. Our board of directors may 
decide to discontinue the dividend distribution in whole or in part at any time.
Revenues. In the billing and related services segment, we are paid license fees by our customers for the right to use our products, based on (i) 
traffic volume, which is measured by factors such as number of subscribers, and (ii) the functionality of the system, based on application modules that are 
added to the software. In relation to our professional services, other than maintenance services and managed services, we mainly quote a fixed price based 
on the type of service offered, estimated direct labor costs and the expenses that we will incur to provide these services. We also provide Agile 
development teams that perform solution enhancements, each dedicated for a period of time to a specific customer, for a fixed cost per person per month. 
Fees for maintenance services are based on a percentage of the solution fee and are paid annually, quarterly or monthly. Fees for managed services are 
primarily based on the number of subscribers or customers business volume and are paid monthly.
We primarily use two business models when we sell our solutions in the billing and related services segment, the license model and the managed 
services model. In the license model, the customer pays a one-time implementation fee, a one-time license fee for a perpetual license limited by the traffic 
metrics chosen by the customer, and additional fees to expand the chosen traffic metrics limitation. In addition, we are paid maintenance fees to renew 
periodically the maintenance agreement at the customer discretion. In the managed services model, the customer pays a one-time implementation fee, a 
monthly fee that includes a periodic license (right to use), maintenance and services fees, calculated by the metrics chosen by the customer (mainly, 
number of subscribers).
In the messaging segment, revenues are derived from customers using our messaging software platform, when the messaging service has been 
rendered, i.e., the messages are delivered to recipient. All the revenues in the messaging segment are recognized as services revenues.
We provide a revenue breakdown for our billing and customer care software, our messaging solutions and our enterprise call management 
software. We believe that this information provides a better understanding of our performance and allows investors to make a more informed judgment 
about our business.
26

Cost of Revenues. In the billing and related services segment, the cost of revenues consists primarily of direct labor costs and overhead expenses 
related to software installation and maintenance. Cost of revenues also includes, among other things, software license fees to third parties, primarily 
Oracle, hardware, travel expenses and shipping costs.
In the messaging segment, the cost of revenues consists primarily of fees paid to network providers. Our arrangements with the network service 
providers require us to pay fees based on the volume of text messages sent, as well as telephone numbers acquired by us to service our customers.
Research and Development Expenses. Our research and development expenses consist primarily of compensation, overhead and related costs for 
research and development personnel and depreciation of equipment. Research and development costs related to software products are expensed as 
incurred until the “technological feasibility” of the product has been established. Because of the relatively short time period between “technological 
feasibility” and product release, no software development costs have been capitalized. We expect to continue to make investments in research and 
development.
Selling and Marketing Expenses. Our selling and marketing expenses consist primarily of compensation, overhead and related costs, for sales 
and marketing personnel, sales commissions, marketing programs, promotional materials, travel expenses and trade shows expenses.
General and Administrative Expenses. Our general and administrative expenses consist primarily of compensation, overhead and related costs 
for executives and administrative personnel, professional fees, directors’ fees, insurance, costs related to being a public company, allowance for credit 
losses and other general corporate expenses.
Financial Income, Net. Our financial income, net consists mainly of interest earned on bank deposits and short-term investments, gains and 
losses from the change in value and realization of marketable securities, gains and losses from the conversion of monetary balance sheet items 
denominated in non-dollar currencies into dollars, net of bank charges.
Taxes on Income. See “Corporate Tax Rate” below.
A. Operating Results
The following discussion of our results of operations for the years ended December 31, 2024 and 2023, including the percentage data in the 
following table, is based upon our statements of operations contained in our consolidated financial statements for those years, and the related notes 
thereto, included in Item 18:
Years Ended December 31,
2024
2023
(% of revenues)
Revenues
100.0%
100.0%
Cost of revenues
49.9
49.7
Gross profit
50.1
50.3
Operating expenses: 
Research and development
15.8
16.3
Selling and marketing
6.0
5.4
General and administrative
7.8
6.6
Total operating expenses 
29.6
28.3
Operating income
20.5
22.0
Financial income, net
2.7
3.6
Income before taxes on income
23.2
25.6
Taxes on income
1.5
1.6
Net income
21.7%
24.0%
27

Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 
Revenues
Years Ended December 31,
2024
2023
(dollars in millions)
% Change
License sales
$
0.7
$
0.6
30.4%
Services
20.7
21.0
(1.6)%
Total revenues
$
21.4
$
21.6
(0.7%
Total revenues decreased from $21.6 million in 2023 to $21.4 million in 2024, due to a decrease in revenues in our messaging segment from 
$8.0 million in 2023 to $7.8 million in 2024.
Revenues from our billing and customer care solutions for service providers increased from $11.5 million in 2023 to $11.8 million in 2024. The 
increase was primarily attributed to hardware replacements at two existing customers. We expect a future trend of revenues decline due to shrinking 
relevant telecom markets and strong competition, the loss of a few customers and a decrease in maintenance revenues.
Revenues from our messaging segment decreased from $8.0 million in 2023 to $7.8 million in 2024 due to a decline in the volume of messages 
used by customers.
Revenues from our enterprise products decreased from $2.1 million in 2023 to $1.9 million in 2024. The decrease was primarily due to a few 
one-time license sales at existing customers in 2023 and the loss of one significant customer in 2024. We continue to expect that this market will 
generally decline.
Revenues from licenses increased from $0.6 million in 2023 to $0.7 million in 2024. Revenues from services decreased from from $21.0 million 
in 2023 to $20.7 in 2024, primarily as a result of the decrease in revenues in our messaging segment discussed above.
The following table presents the geographic distribution of our revenues:
Years Ended December 31,
2024
2023
(% of revenues)
The Americas
39.7%
36.5%
Europe
53.2
53.8
Asia Pacific and Africa
2.2
5.3
Israel
4.9
4.4
Total
100%
100%
Our revenues in the Americas increased from $7.9 million in 2023 to $8.5 million in 2024. The increase was primarily attributed to the 
abovementioned hardware replacement. Due to the loss of a few customers in this region during the last few years, we expect revenues to decrease.
Our revenues in Europe decreased from $11.6 million in 2023 to $11.4 million in 2024. The decrease was primarily due to the abovementioned 
decrease of $0.2 million in our messaging segment revenues.
Our revenues in Israel increased from $0.9 million in 2023 to $1.0 million in 2024, mainly attributed to the sale of licenses to one of our 
customers in Israel, in 2024.
28

Cost of Revenues
Years Ended December 31,
2024
2023
(dollars in millions)
% Change
Cost of sales of license
$
0.1
$
0.1
1.7%
Cost of services
10.6
10.6
(0.3)%
Total cost of revenues
$
10.7
$
10.7
(0.3%
Total cost of revenues and gross profit as a percentage of total revenues in 2024 remained the same as in 2023. The increase in cost of revenues 
in the billing and related services segment, which is attributed to an infrequent high cost of third-party hardware and licenses supplied as part of our 
solutions to a customer, was offset by higher gross margins in our messaging segment in 2024.
Operating Expenses
Years Ended December 31,
2024
2023
(dollars in millions)
% Change
Research and development
$
3.4
$
3.5
(4.1)%
Selling and marketing
1.3
1.1
10.7%
General and administrative
1.7
1.4
18.8%
Total operating expenses
$
6.4
$
6.1
3.9%
Research and Development. The decrease in our research and development expenses by 4.1% in 2024 compared to 2023 was primarily due to a 
decrease in personnel expenses. Research and development expenses as a percentage of total revenues slightly decreased from 16.3% in 2023 to 15.8% in 
2024, due to the abovementioned decrease in personnel expenses.
Selling and Marketing Expenses. Selling and marketing expenses increased from $1.1 million in 2023 to $1.3 million in 2024, mainly due to an 
increase in personnel costs. Selling and marketing expenses as a percentage of total revenues increased from 5.4% in 2023 to 6.0% in 2024, mainly due to 
the abovementioned increase.
General and Administrative Expenses. General and administrative expenses increased from $1.4 million in 2023 to $1.7 million in 2024, mainly 
due to changes in provisioning for credit losses and a one-time increase in administrative personnel expenses caused by the replacement of our CEO. 
General and administrative expenses as a percentage of total revenues increased from 6.6% in 2023 to 7.8% in 2024, mainly due to the abovementioned 
increase in expenses.
Impairment of Goodwill. No impairment of goodwill was required following the annual assessment performed during each of 2023 and 2024.
29

Financial Income, net. In 2024, financial income mainly consisted of interest income on short-term bank deposits and on marketable securities in 
the aggregate amount of $750 thousand, offset by losses from currency exchange rate fluctuations in the aggregate amount of $159 thousand and bank 
charges in an aggregate amount of $24 thousand. In 2023, financial income mainly consisted of interest income on short-term bank deposits and on 
marketable securities in the aggregate amount of $737 thousand and gains from currency exchange rate fluctuations in the aggregate amount of $50 
thousand, offset by bank charges in an aggregate amount of $27 thousand. 
Taxes on Income. Taxes on income are comprised of current and deferred taxes. On a regular basis, we estimate our actual current tax exposures 
and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred taxes, 
which are included in our consolidated balance sheet. In 2024, our taxes on income in the amount of $334 thousand included current taxes on income, 
mainly in Israel, in the amount of $252 thousand and deferred taxes income in the amount of $43 thousand. In 2023, our taxes on income in the amount of 
$359 thousand included current taxes on income, mainly in Israel, in the amount of $353 thousand and deferred taxes in the amount of $6 thousand. 
For a comparison of the year ended December 31, 2023 to the year ended December 31, 2022, please refer to Item 5 in our annual report on 
Form 20-F for the year ended December 31, 2023, filed with the SEC on March 18, 2024.
Our Functional Currency
The currency of the primary economic environment in which we operate is the dollar. Although 53% of our revenues are denominated in Euro, 
approximately 43% of our revenues are denominated in dollars and the vast majority of our cash reserves and investments are denominated in dollars. 
Thus, the functional currency of the Company and certain subsidiaries is the dollar.
The Company and certain subsidiaries’ transactions and balances denominated in dollars are presented at their original amounts. Non-dollar 
transactions and balances have been remeasured to dollars in accordance with Accounting Standards Codification, or ASC, 830, “Foreign Currency 
Matters.” All transaction gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the 
statements of operations as financial income or expenses, as appropriate.
For those subsidiaries whose functional currency has been determined to be a non-dollar currency, assets and liabilities are translated at year-end 
exchange rates, and statement of operation’s items are translated at average exchange rates prevailing during the year. Such translation adjustments are 
recorded as a separate component of accumulated other comprehensive income (loss) in shareholders’ equity.
Impact of Foreign Currency Fluctuations on Results of Operations
The dollar revenues and cost of our operations may be significantly influenced by currency fluctuations.
The weakening of the dollar in relation to the Euro and the NIS would have a negative effect on our profitability because we incur a significant 
portion of our expenses, mainly personnel expenses, in Euro and NIS.
The weakening of the dollar in relation to the Euro would have a significant positive effect on our revenues because we incur the majority of our 
revenues in Euro.
Because exchange rates between the NIS and the Euro to the dollar fluctuate continuously, exchange rate fluctuations and especially larger 
periodic devaluations would have an impact on our revenues, profitability and period-to-period comparisons of our results. The effects of foreign 
currency remeasurements are reported in our consolidated financial statements in current operations.
30

B. Liquidity and Capital Resources
Since our inception, we have financed our operations mainly through cash generated by operations. We supplemented this source by two private 
rounds of equity financing, the first in 1997 (with a follow-on in 1999) and the second in 2000 and our initial public offering in 2000, which raised total 
net proceeds in the amount of $44.3 million.
As of December 31, 2024, we had $4.4 million in cash and cash equivalents and $11.3 million in short-term bank deposits and marketable 
securities, and our working capital was $15.6 million. In our opinion, our working capital is sufficient for our requirements for the foreseeable future.
The majority of our cash and cash equivalents, our short-term bank deposits and marketable securities are denominated in dollars.
Net Cash Provided by Operating Activities. Net cash provided by operating activities in 2024 was $4.1 million, attributable to our net income of 
$4.6 million, non-cash related items, net, in the amount of $0.4 million, offset by a net decrease in operating assets and liabilities items in the amount of 
$1.0 million. Net cash provided by operating activities in 2023 was $4.1 million, attributable to our net income of $5.2 million, non-cash related items, 
net, in the amount of $0.5 million, offset by a net decrease in operating assets and liabilities items in the amount of $1.6 million.
Net Operating Working Capital
As of December 31, 2024, net operating working capital was $15.6 million, compared to $15.2 million as of December 31, 2023. The increase of 
$0.4 million is mainly due to a decrease of $0.7 million in deferred revenues and $0.2 million in accounts payable and $0.3 million in other current 
liabilities and accruals and an increase of $0.2 million in accounts receivable, offset by a decrease of $0.9 million in our cash position and a decrease of 
$0.1 million in prepaid expenses.
Cash Deposits
As of December 31, 2024, we had approximately $11.1 million in bank deposits with maturities of between three and twelve months.
Marketable Securities
As of December 31, 2024, we held marketable securities of approximately $193 thousand.
Net Cash Used in Investing Activities. In 2024, we decreased our investments in short-term bank deposits by $2.4 million. In 2023, we increased 
our investments in short-term bank deposits by $1.4 million.
Net Cash Used in Financing Activities. In 2024, our financing activities included a cash dividend of $4.9 million. In 2023, our financing 
activities included a cash dividend of $4.8 million.
Capital Expenditures. The aggregate cash amount of our capital expenditures was $10 thousand and $64 thousand in 2024 and 2023, 
respectively. These expenditures were principally for the purchase of equipment, mainly for the upgrade of our hosted platform that services the 
messaging segment, vehicles and for our engineering teams. Although we have no material commitments for capital expenditures, we anticipate an 
increase in capital expenditures if we purchase or merge with companies or purchase assets in order to obtain complementary technology and to expand 
our product offerings, customer base and geographical presence.
Cash Dividends. Since 2003, we have distributed aggregate cash dividends of $6.0 per share to our shareholders, including $0.24 per share in 
March 2024, and the dividend of $0.22 per share that we declared in March 2025. For information about our dividend policy, please see Item 8 “Financial 
Information - Dividend Policy.”
31

C. Research and Development, Patents and Licenses, etc.
We believe that investment in research and development is essential for maintaining and expanding our technological expertise in the market for 
billing and customer care software and to our strategy of being a leading provider of new and innovative convergent billing products. Our customers 
provide significant feedback for product development and innovation.
We have invested significant time and resources to create a structured process for undertaking research and product development. We believe 
that the method that we use for our product development and testing is well suited for identifying market needs, addressing the activities required to 
release new products, and bringing development projects to market successfully. Our product development activities also include the release of new 
versions of our products. Although we expect to develop new products internally, we may, based upon timing and cost considerations, acquire or license 
technologies or products from third parties.
We invested in research and development $3.4 million (or 15.8% of total revenues) in 2024 and $3.5 million (or 16.3% of total revenues) in 
2023. The decrease in 2024 was mainly due to a decrease in personnel expenses. Our engineering department comprised approximately 84 employees as 
of December 31, 2024.
D. Trend Information
Service providers are facing many challenges, including the need to reduce cost and offer new services. Wireline telephony is diminishing. 
Mobile operators, after incurring high investment expenses in deploying 5G networks, need to monetize on the high-speed connectivity and rich content 
offering. Subscribers expect customer support, uninterrupted service and full digitalization, while telcos seek ways to reduce workforce and increase 
profitability. Our solutions address those challenges as they enable them to rapidly deploy all types of services for prepaid and postpaid, residential and 
business customers. 
There is a need to replace outdated billing systems that are not secure due to old technologies and that require high costs to operate. Most telcos 
in our relevant segment are reluctant to heavily invest in transformation projects and are turning to low-cost solutions. This buying behavior results in 
lower demand for our comprehensive and sophisticated end-to-end solutions, and we had no new customers in 2024.
Our billing and customer care solutions target tier 2 and tier 3 service providers. Some service providers seek solutions that are implemented 
upon a native cloud architecture. However, we have not yet completed the development of our native cloud-based solutions, and this has harmed our 
competitive position.
The telecommunication market is undergoing consolidation and intensifying competition, and we have lost a few customers during each of the 
last few years. We expect that these trends will continue to negatively impact our revenues and profitability in 2025.
The trend we expect in the messaging business is companies turning to Application to Person (A2P) messaging to reach and engage with their 
target audience in a reliable, fast and secure way. Essentially, A2P messaging allows an application to send a message (typically SMS or IP Messaging). 
Examples of these types of messages include bank alerts, shipping notifications from online stores, appointment reminders, promotional and loyalty 
program notifications and two-factor authentication one-time passcodes for account security. 
32

E. Critical Accounting Estimates
Our discussion and analysis of our consolidated financial statements of operations are based upon our consolidated financial statements, which 
have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us 
to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. On a regular basis, we 
evaluate and may revise our estimates. Actual results could differ materially from the estimates under different assumptions or conditions.
Goodwill impairment assessment is a critical accounting estimate. As a result of our acquisitions, our goodwill represents the excess of the 
consideration paid or transferred. Goodwill is subject to an annual impairment test or more frequently if impairment indicators are present. Goodwill 
impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. When we perform such an analysis, we determine 
the fair value of a reporting unit, using discounted cash flows. In such analysis we apply assumptions that market participants would consider in 
determining the fair value of each reporting unit and the fair value of the identifiable assets and liabilities of the reporting units, as applicable.
Another critical accounting policy is revenue recognition. We have customer contracts in the billing and related services segment where revenue 
is recognized over time, as our performance does not create an asset with an alternative use and we have an enforceable right to payment, including a 
reasonable profit. Our determination of revenue to be recognized for these contracts accounted for over time requires management to make significant 
estimates of the total labor hours needed to complete the contracts, including updates to those estimates throughout the life of the contracts. The updates 
of the existing estimates are not expected to have a significant impact on our financial condition or results of operations.
F. [Reserved]
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
The following table sets forth certain information regarding our directors and executive officers as of the date of filing of this Annual Report:
Name
Age
Position
Ariel Glassner
51
Chief Executive Officer
Arie Abramovich
38
Chief Financial Officer 
Gilad Parness
56
Vice President Sales
Shoval Cohen Nissan
50 
Vice President, Information Technology
Victor Balteanu
45
Vice President Engineering
Marian Scurtu
47
Vice President Customer Success
Liviu Serea
70
General Manager, MIND Romania
Monica Iancu
67 
Chairperson of the Board
Joseph Tenne 
69
Director and Chairman of the Audit Committee
Itay Barzilay
50
Director
Orly Sorokin
46
Director
The background of each of our directors and executive officers is as follows:
Monica Iancu. Ms. Iancu founded MIND CTI Ltd. in 1995 and served as President and Chief Executive Officer of our company since its 
inception through October 2024 and now serves as the Chairperson of the Board. Ms. Iancu holds a B.Sc. degree in Computer Science and a 
Master’s degree in Telecommunications (with expertise in Voice and Data Integration over the Ethernet) from the Technion, Israel Institute of 
Technology.
Ariel Glassner. Mr. Glassner joined MIND as Chief Executive Officer in November 2024. Ariel brings over 25 years of leadership experience, 
and his career includes CEO roles at startup companies during the last five years. Ariel shaped his expertise in Telco solutions during his 15-year tenure 
at Amdocs, leading the implementation of complex solutions for major telecommunication operators. He played a pivotal role in driving revenues and 
overseeing transactions and is also a graduate of the Amdocs Excellent Leaders program. Ariel holds a B.A. degree in Economics and Business and a 
Master’s degree in Political Science from Bar Ilan University.
Arie Abramovich. Mr. Abramovich rejoined MIND in December 2022 as Chief Financial Officer. Prior to rejoining MIND, Arie served as 
Corporate Assistant Controller at Albaad Massuot Yitzhak Ltd. (TASE: ALBA). From 2020 until 2021, Arie served as MIND’s Assistant Controller and 
prior to that as Senior Accountant at KPMG from 2017 until 2020. Mr. Abramovich holds a B.A. degree in Accounting from The School of Business 
Administration at the Hebrew University of Jerusalem, and he is a Certified Public Accountant in Israel.
33

Gilad Parness. Mr. Parness has served as our Vice President of Sales since June 2020. He joined MIND in 2004 as a team leader in MINDBill 
Support. Mr. Parness was promoted to Support Manager and later to Director Professional Services, leading the Sentori support team in 2007. In 2009 he 
joined our Sales and Account Management and in 2014 was promoted to Vice President of Enterprise Solutions leading the engineering, the support and 
the sales teams. Mr. Parness holds a Practical Engineer degree from Tel Chai College.
Shoval Cohen Nissan. Mr. Cohen Nissan has served as our IT Manager since December 1998 and was promoted to Vice President of IT in 2016. 
Mr. Cohen Nissan leads the planning and management of the supporting infrastructure company-wide and the implementation of network security at the 
corporate level. He also acts as Purchasing Manager for our internal needs and customer solutions. Mr. Cohen Nissan holds a Practical Engineering 
degree from Braude College.
Victor Balteanu. Victor Balteanu has served as our VP Engineering since November 2020. He joined MIND in 2002 as a testing engineer. 
Between 2004 and 2006, he served as Subject Matter Expert at Amdocs (NASDAQ:DOX) and in 2006, he returned to MIND as a software developer. He 
was promoted within the organization to Team Leader in 2007, Group Leader in 2013 and Director of Engineering in 2019. Mr. Balteanu holds a B.A. 
degree in Automatic Control and Industrial Informatics from Gheorghe Asachi Technical University of Iasi.
Marian Scurtu. Marian Scurtu joined MIND in 2001 as a support engineer. Throughout his over 20 years with us he has been involved in the 
delivery of more than 40 projects around the world, filling various leadership roles including Project Manager and Program Manager. He was promoted 
to VP Customer Success in January 2022. Marian holds a B.Sc. degree in Computer Science from Gheorghe Asachi Technical University of Iasi and an 
M.B.A. from Alexandru Ioan Cuza University of Iasi.
Liviu Serea. Mr. Serea has served as General Manager of our Romania office since January 2001. Before joining MIND, for over five years Mr. 
Serea managed a local company involved in hardware assembly, distribution and support. Mr. Serea holds a M.Sc. degree in Electronics and 
Telecommunications from the Politechnic Institute of Iasi.
Joseph Tenne. Mr. Tenne has served as an independent director of our company since August 2014. Mr. Tenne serves as a director at 
AudioCodes Ltd. (Nasdaq and TASE: AUDC), at OPC Energy Ltd. (TASE: OPCE), at ElectReon Wireless Ltd. (TASE: ELWS), at Sapir Corp Ltd. 
(TASE: SPIR), and at Tarya Israel Ltd. (TASE: TRA(. From 2017 to 2023, Mr. Tenne served as a financial executive at Itamar Medical Ltd., a Nasdaq-
listed company that was acquired by ZOLL Medical Corporation in December 2021. From 2014 to 2017, Mr. Tenne served as the CFO and VP Finance 
of Itamar Medical Ltd. From 2005 to 2013, Mr. Tenne served as the CFO of Ormat Technologies, Inc. (NYSE and TASE: ORA). From 2003 to 2005, Mr. 
Tenne was the CFO of Treofan Germany GmbH & Co. KG, a German company. From 1997 to 2003, Mr. Tenne was a partner in PwC Israel. Mr. Tenne 
holds a B.A. degree in Accounting and Economics and an M.B.A. degree from Tel Aviv University. Mr. Tenne is also a Certified Public Accountant in 
Israel.
Itay Barzilay. Mr. Barzilay has served as a director of our company since May 2020. Since 2024, Mr. Barzilay has served as the CFO of 
Elementor. From 2019 to 2024, Mr. Barzilay served as the CFO at Personetics. From 2010 to 2019, Mr. Barzilay held a number of finance leadership 
positions at Amdocs and most recently served as Vice President Finance for Amdocs Technology & Media and for Amdocs Global Services (Nasdaq: 
DOX). From 2008 to 2010, Mr. Barzilay was the CFO of MIND. From 2004 to 2008, Mr. Barzilay served in several finance management roles with 
Avaya. Mr. Barzilay is a Certified Public Accountant, holds a B.A. in Accounting and Economics from Tel Aviv University and an M.B.A. from NYU’s 
Stern School of Business.
Orly Sorokin. Ms. Sorokin has served as a director of our company since May 2024. Since 2023, Ms. Sorokin has lead a global program for 
startups at IBM. From 2013 to 2023, Ms. Sorokin held a number of positions at IBM, among them managing the IBM Alpha Zone acceleration program 
and country sales leader for the Internet of Things unit. In parallel, Ms. Sorokin served as a mentor to several innovation programs, such as the Hadassah 
Hospital accelerator, Oazis at Ben Gurion University and others. From 2011 to 2013, Ms. Sorokin served in a few sales positions in Radware and 
Communitake. From 2000 to 2011, she held sales and business development positions at MIND CTI. Ms. Sorokin holds a B.A. in Economics and an 
M.B.A. from Haifa University.
To the best of our knowledge, there are no family relationships between any of the directors or members of senior management named above. To 
the best of our knowledge, there is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any 
person referred to above was selected as a director or member of senior management.
34

B. Compensation of Directors and Executive Officers
The aggregate direct remuneration paid to all persons who served in the capacity of director or executive officer during 2024 was $1.6 million, 
including $0.08 million that was set aside for pension and retirement benefits. This does not include amounts expensed by us for automobiles made 
available to our officers or expenses, including business, travel, professional and business association dues and expenses, reimbursed to officers, and do 
not include equity-based compensation expenses.
During 2024, we granted to our executive officers under our option plans options to purchase 200,000 ordinary shares at an exercise price equal 
to the average closing price per share of the Company’s ordinary shares on the Nasdaq Stock Market during the 30 trading day period immediately 
preceding the date of grant of such option. All these options expire in 2029.
The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended 
December 31, 2024. We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.”
Summary Compensation Table (in dollars)
Name of Officer
Position of Officer
Salary
Cash 
Bonus(1)
Equity-
Based
Compensation(2)
All Other
Compensation(3)
Total
Monica Iancu
President and Chief Executive 
Officer(4)
240,000
240,000
      -
57,757
537,757
Arie Abramovich
Chief Financial Officer
78,764
12,977
-
38,635
130,376
Gilad Parness
Vice President Sales
88,755
-
-
63,468
152,223
Shoval Cohen Nissan
Vice President, Information 
Technology
99,558
22,711
-
55,299
177,568
Oren Tanhum
Vice President, Professional Services
(5)
38,195
22,711
-
53,732
114,638
(1) Amounts reported in this column represent annual incentive bonuses granted to the Covered Executives or commissions based on performance-
metric formulas set forth in their respective employment agreements.
(2) Amounts reported in this column represent the grant date fair value computed in accordance with accounting guidance for stock-based compensation.
(3) Amounts reported in this column include personal benefits and perquisites, including those mandated by applicable law. Such benefits and 
perquisites may include, to the extent applicable to the respective Covered Executive, payments, contributions and/or allocations for savings funds 
(e.g., Managers Life Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension, severance, vacation, car or car 
allowance, medical insurance and benefits, risk insurance (e.g., life insurance or disability insurance), convalescence or recreation pay, payments for 
National Insurance (social security), and other personal benefits and perquisites consistent with the Company’s guidelines. All amounts reported in 
this column represent incremental cost of the Company.
(4) Ms. Iancu served as the President and CEO through October 2024 and thereafter as Chairperson of the Board.
(5) Mr. Tanhum served as VP Professional Services till August 31, 2024.
In August 2024, in accordance with regulations promulgated under the Israeli Companies Law, our compensation committee and board of 
directors approved the compensation of Ariel Glassner to serve as our chief executive officer, effective November 1, 2024. Mr. Glassner’s annual base 
salary is $240,000 and his potential maximum performance-based bonus is $240,000. Mr. Glassner is also entitled to receive customary employee 
benefits. In addition, Mr. Glassner was granted options to purchase 200,000 ordinary shares under our 2011 Share Incentive Plan, with vesting over a 
period of four years.
On May 4, 2017, our board of directors resolved that each of our non-executive directors will be entitled to receive an annual fee of $13,200 and 
a participation fee of $680 per meeting. On August 9, 2017, payment in the same amounts to each of our non-executive directors was approved by our 
shareholders. At the meeting our shareholders also approved that the remuneration of those of our directors who our Board classifies as “expert 
directors” (as such term is defined in the Israeli Companies Law) will be 20% more than the remuneration of non-expert directors.
35

C. Board Practices
Board of Directors
Our board is divided into three classes of directors, denominated Class I, Class II and Class III. The term of Class I will expire in 2025, Class II 
in 2026 and Class III in 2027. Monica Iancu is a member of Class I, Itay Barzilay and Joseph Tenne are members of Class II and Orly Sorokin is a 
member of Class III. At each annual general meeting of shareholders, directors will be elected by a simple majority of the votes cast for a three-year term 
to succeed the directors whose terms then expire. There is no legal limit on the number of terms that may be served by directors.
Pursuant to regulations that took effect in April 2016, a Nasdaq-listed company that does not have a controlling shareholder is entitled to opt out 
of the provisions of the Companies Law requiring at least two external directors and certain related requirements, so long as the company complies with 
the SEC regulations and Nasdaq listing rules regarding independent directors and the composition of the audit and compensation committees. In May 
2016, our board of directors decided to adopt this relief, subject to the shareholder approval of related amendments to our articles of association, which 
occurred in August 2016.
Under the Companies Law, our board of directors must determine the minimum number of directors having financial and accounting experience, 
as defined in the regulations, which our board of directors should have. In determining the number of directors required to have such expertise, the board 
of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors 
has determined that we require one director with the requisite financial and accounting expertise.
Audit Committee
Under the Companies Law, our board of directors is required to appoint an audit committee, comprised of at least three directors. The members 
of the audit committee must satisfy certain independence standards under the Companies Law. Our audit committee consists of Mr. Joseph Tenne 
(Chairman of the audit committee), Mr. Itay Barzilay and Ms. Orly Sorokin.
Under the Companies Law, the roles of the audit committee include examining flaws in the management of the company’s business, in 
consultation with the internal auditor and the company’s independent accountants, suggesting remedial measures, approving specified related party 
transactions, establishing whistleblower procedures and assessing the company’s internal audit system and the performance of its internal auditor. The 
approval of the audit committee is required to effect specified actions and transactions with office holders, controlling shareholders and entities in which 
they have a personal interest.
The Companies Law defines the term “office holder” of a company to include a director, the chief executive officer, the chief business manager, 
a vice president and any officer that reports directly to the chief executive officer.
Under the Nasdaq rules, our audit committee assists the board in fulfilling its responsibility for oversight of the quality and integrity of our 
accounting, auditing and financial reporting practices and financial statements and the independence qualifications and performance of our independent 
auditors. Our audit committee also has the authority and responsibility to oversee our independent auditors, to recommend for shareholder approval the 
appointment and, where appropriate, replacement of our independent auditors and to pre-approve audit engagement fees and all permitted non-audit 
services and fees. We have adopted an audit committee charter, which sets forth the qualifications, powers and responsibilities of our audit committee.
36

Our audit committee also serves as (i) our compensation committee, as described below, and (ii) our nominations committee, authorized 
to recommend all director nominees for the selection of the board of directors, provided that no such recommendation is required in cases, if any, where 
the right to nominate a director legally belongs to a third party. In its capacity as our compensation committee, the audit committee is authorized to, 
among other things, review, approve and recommend to our board of directors base salaries, incentive bonuses, including the specific goals and amounts, 
stock option grants, employment agreements, and any other benefits, compensation or arrangements of our office holders.
Under the Companies Law, at least once every three years our compensation committee is required to propose for shareholder approval by a 
special majority, a policy governing the compensation of office holders based on specified criteria, to review, from time to time, modifications to the 
compensation policy and examine its implementation and to approve the actual compensation terms of office holders prior to approval thereof by the 
board of directors. If the shareholders do not approve a proposed compensation policy, the board of directors is entitled to approve it if the compensation 
committee and the board of directors, after re-evaluating the proposed policy, conclude that approving the policy is in the company’s best interests.
At our 2022 annual general meeting, the shareholders did not approve the renewal of our compensation policy that was approved by our 
shareholders at our 2019 annual general meeting. Our board of directors subsequently re-evaluated the policy, after receiving the compensation 
committee’s recommendation on the matter, and resolved that the renewal of the existing compensation policy is in our company’s best interests.
All the members of our audit committee are “independent directors” under the Nasdaq rules and meet the additional qualifications for 
membership on an audit committee and a compensation committee under applicable law.
Internal Auditor
Under the Companies Law, the board of directors must appoint an internal auditor proposed by the audit committee. The role of the internal 
auditor is to examine, among other things, whether the company’s actions comply with the law and orderly business procedure. The internal auditor must 
satisfy certain independence standards. Ms. Dana Gottesman-Erlich, C.P.A., partner of the accounting firm of BDO Israel, serves as our internal auditor.
Fiduciary Duties of Office Holders
The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company. The duty of care requires an office holder 
to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of care 
includes a duty to use reasonable means to obtain:
●
information on the advisability of a given action brought for his approval or performed by him by virtue of his position; and
●
all other important information pertaining to these actions.
The duty of loyalty of an office holder includes a duty to:
●
refrain from any conflict of interest between the performance of his duties in the company and the performance of his other duties or his 
personal affairs;
●
refrain from any activity that is competitive with the company;
●
refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and
●
disclose to the company any information or documents relating to a company’s affairs which the office holder has received due to his 
position as an office holder.
37

Disclosure of Personal Interest of an Office Holder
The Companies Law requires that an office holder of a company disclose to the company any personal interest that he may have and all related 
material information known to him, in connection with any existing or proposed transaction by the company. The disclosure is required to be made 
promptly and, in any event, no later than the board of directors meeting in which the transaction is first discussed. If the transaction is an extraordinary 
transaction, the office holder must also disclose any personal interest held by:
●
the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of these people; or
●
any corporation in which the office holder is a 5% or greater shareholder, director or general manager or in which he has the right to appoint 
at least one director or the general manager.
Under Israeli law, an extraordinary transaction is a transaction:
●
other than in the ordinary course of business;
●
other than on market terms; or
●
that is likely to have a material impact on the company’s profitability, assets or liabilities.
Approval of Related Party Transactions
Once an office holder complies with the above disclosure requirement, the board of directors may approve a transaction between the company 
and an office holder, or a third party in which an office holder has a personal interest. A transaction that is adverse to the company’s interest may not be 
approved.
If the transaction is an extraordinary transaction, approval of both the audit committee and the board of directors is required. Under specific 
circumstances, shareholder approval may also be required.
Office Holder Compensation
In general, all office holders’ terms of compensation – including fixed remuneration, bonuses, equity compensation, retirement or termination 
payments, indemnification, liability insurance and the grant of an exemption from liability – must comply with the company’s compensation policy. In 
addition, the compensation terms of directors, the chief executive officer, and any employee or service provider who is considered a controlling 
shareholder generally must be approved separately by the compensation committee, the board of directors and the shareholders of the company, in that 
order. The compensation terms of other officers require the approval of the compensation committee and the board of directors.
Disclosure of Personal Interests of a Controlling Shareholder
Under the Companies Law, the disclosure requirements, which apply to an office holder, also apply to a controlling shareholder of a public 
company. For this purpose, a controlling shareholder is a shareholder who has the ability to direct the activities of a company, including a shareholder 
that owns 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights, but excluding a shareholder whose power 
derives solely from his or her position on the board of directors or any other position with the company. Extraordinary transactions with a controlling 
shareholder or in which a controlling shareholder has a personal interest (other than compensation matters, which are discussed above under “Office 
Holder Compensation”), require the approval of the audit committee, the board of directors and the shareholders of the company, in that order. Except 
under specific circumstances, such a transaction needs to be re-approved in accordance with the foregoing procedure once in every three years. The 
shareholder approval must be by a majority of the shares voted on the matter, provided that either:
●
at least a majority of the shares of shareholders who have no personal interest in the transaction and who vote on the matter vote in favor 
thereof; or
●
the shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of 
the voting rights in the company.
38

Shareholders generally have the right to examine any document in the company’s possession pertaining to any matter that requires shareholder 
approval. If this information is made public in Israel or elsewhere, we will file the information with the SEC in the United States.
For information concerning the direct and indirect personal interests of an office holder and principal shareholders in specified transactions with 
us, see Item 7.B “Related Party Transactions.”
Executive Officers
Our executive officers are appointed by our board of directors and serve at the discretion of our board of directors. We maintain written 
employment agreements with our executive officers. Each agreement terminates upon 30 or 60 days’ written notice and provides for standard terms and 
conditions of employment. Monica Iancu resigned as President and Chief Executive Officer on October 31, 2024 and is now Chairperson of the Board.
D. Employees
As of December 31, 2024, 2023, and 2022 our total number of employees was 136, 144, and 153, respectively. The numbers and breakdowns of 
our employees as of the end of the past three years are set forth in the following table:
As of December 31,
2024
2023
2022
Approximate numbers of employees by geographic location
Israel
24
23
24
Romania
104
110
116
Germany
8
11
13
Total workforce
136
144
153
Approximate numbers of employees by category of activity
General and administration
15
15
15
Research and development
84
90
97
Professional services and customer support
29
31
32
Sales and marketing
8
8
9
Total workforce
136
144
153
E. Share Ownership
As of March 1, 2025, Monica Iancu beneficially owned 3,121,527, or 15.3% of our ordinary shares. None of our other directors or members of 
senior management beneficially owns 1% or more of our ordinary shares.
We have established stock option plans to provide for the issuance of options to our directors, officers and employees. Our 2011 Share Incentive 
Plan was extended in 2022 for an additional ten years. Under the 2011 Share Incentive Plan, our ordinary shares and/or options to purchase our ordinary 
shares may be issued from time to time to our directors, officers, employees, consultants and contractors at exercise prices and on other terms and 
conditions as determined by our board of directors. Our board of directors determines the exercise price and the vesting period of options granted. Unless 
otherwise is determined by our Board, any award granted under the 2011 Share Incentive Plan will have a four-year vesting schedule, such that 50% of 
the award will vest on the second anniversary of the commencement date and 25% of the award will vest on each of the third and fourth anniversaries of 
the commencement date.
39

As of March 1, 2025, options to purchase 489,500 ordinary shares were outstanding and options for 2,577,290 ordinary shares had been 
exercised. The options vest over four years, primarily commencing on the date of grant. Generally, options not previously exercised will expire five years 
after they are granted. Our board of directors elected the capital gains treatment afforded under Section 102 of the Israeli Income Tax Ordinance [New 
Version], 1961, or the Tax Ordinance, in respect of options and ordinary shares awarded to our Israeli employees under our option or share incentive 
plans after January 1, 2003. Accordingly, gains derived from options awarded to our Israeli employees and held by a trustee for two years from the date 
of grant, will generally be taxed as capital gains at a rate of 25%, and we will generally not be entitled to recognize an expense for the award of such 
options.
On June 5, 2023, Ms. Iancu adopted a Rule 10b5-1 Sale Plan in order to establish a systematic program by which Oppenheimer & Co. Inc. is 
instructed to sell on Nasdaq up to 1,800,000 ordinary shares held by her pursuant to the guidelines set forth therein. As of March 1, 2025, 195,098 shares 
had been sold under this plan.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 1, 2025, unless 
otherwise specified, by each person who is known to own beneficially 5% or more of the outstanding ordinary shares.
Name of Beneficial Owners
Total Shares
Beneficially 
Owned
Percentage of 
Ordinary 
Shares(1)
Monica Iancu
3,121,527(2)
15.3%
Mordechai Rapaport
1,325,000(3)
6.5%
Morgan Stanley and affiliates
1,091,018(4)
5.4%
(1)
Based on 20,366,326 ordinary shares outstanding as of March 1, 2025.
(2)
Based on a Schedule 13G/A filed with the SEC on January 29, 2024.
(3)
Based on a Schedule 13G filed with the SEC on February 3, 2025. Substantially all of these shares are held by A-6684 Ltd. and other entities under 
the control of Mr. Rapaport.
(4)
Based on a Schedule 13G/A filed with the SEC on February 8, 2024.
As of March 1, 2025, there were seven holders of record of our ordinary shares in the United States who collectively held less than 1% of our 
outstanding ordinary shares. In addition to this amount, there were also 17,623,468 shares held by the Depositary Trust Company in the United States. 
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such 
beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees.
As of March 1, 2025, Ms. Iancu had beneficial ownership of 3,121,527 ordinary shares, constituting 15.3% of our outstanding shares.
B. Related Party Transactions
None.
C. Interests of Experts and Counsel
Not applicable.
40

Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
Financial Statements
See Item 18.
Export Sales
We conduct our sales activities primarily directly, by our sales force located in the MIND offices in Israel and Germany. For information 
regarding our revenues by geographic market, see Item 5 “Operating and Financial Review and Prospects.”
Legal Proceedings
We are, or may be, from time to time named as a defendant in certain routine litigation incidental to our business. However, we are currently not 
a party to any legal proceedings which may have or have had in the recent past significant effects on our financial position or profitability.
Dividend Policy
Our dividend policy is to distribute a cash dividend once in each calendar year, in the amount approximately equal to our EBITDA plus financial 
income (expenses), minus taxes on income. Each dividend under the policy is subject to board approval and the requirements of applicable law. Our 
board of directors plans to declare the annual dividend when it approves the applicable year-end financial statements.
B. Significant Changes
Except as otherwise disclosed in this annual report, no significant change has occurred since December 31, 2024.
Item 9. The Offer and Listing
A. Offer and Listing Details
Our ordinary shares have been listed on the Nasdaq Global Market under the symbol MNDO since August 8, 2000.
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares are quoted on the Nasdaq Global Market under the symbol MNDO.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
41

Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Associations
Objects and Purposes
We were first registered under Israeli law on April 6, 1995 as a private company, and on August 8, 2000 became a public company. Our 
registration number with the Israeli registrar of companies is 51-213448-7. The full details of our objects and purposes can be found in Section 2 of our 
Memorandum of Association filed with the Israeli registrar of companies. Among the objects and purposes stipulated are the following: “to engage in any 
kind of commercial and/or productive business and to engage in any action or endeavor which the company’s managers consider to be beneficial to the 
company.”
Transfer of Shares and Notices
Fully paid ordinary shares are issued in registered form and may be freely transferred pursuant to our articles of association unless such transfer 
is restricted or prohibited by another instrument. Unless otherwise prescribed by law, we will provide at least 21 calendar days’ prior notice of any 
general shareholders meeting.
Election of Directors
The ordinary shares do not have cumulative voting rights in the election of directors. Thus, the holders of ordinary shares conferring more than 
50% of the voting power have the power to elect all the directors, to the exclusion of the remaining shareholders. Our board of directors is divided into 
three classes of directors serving staggered three-year terms.
Dividend and Liquidation Rights
Dividends on our ordinary shares may be paid only out of profits and other surplus, as defined in the Companies Law, as of our most recent 
financial statements or as accrued over a period of two years, whichever is higher, unless otherwise approved by a court order. Our board of directors is 
authorized to declare dividends, provided that there is no reasonable concern that the dividend will prevent us from satisfying our existing and foreseeable 
obligations as they become due. In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of 
ordinary shares in proportion to their respective holdings. Dividend or liquidation right may be affected by the grant of preferential dividends or 
distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.
Voting, Shareholders’ Meetings and Resolutions
Holders of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders.
These voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may 
be authorized in the future.
We have two types of general shareholders meetings: the annual general meetings and extraordinary general meetings. These meetings may be 
held either in Israel or in any other place the board of directors determines. An annual general meeting must be held in each calendar year, but not more 
than 15 months after the last annual general meeting. Our board of directors may convene an extraordinary meeting, from time to time, at its discretion 
and is required to do so upon the request of shareholders holding at least 5% of our ordinary shares.
42

The quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in person or by proxy who hold or 
represent between them at least 25% of the outstanding voting shares, unless otherwise required by applicable rules. Nasdaq generally requires a quorum 
of 33-1/3%, but we have an exemption from that requirement and instead follow the generally accepted business practice for companies in Israel. A 
meeting adjourned for lack of a quorum generally is adjourned to the same day in the following week at the same time and place or any time and place as 
the Chairman may designate with the consent of the shareholders voting on the matter adjourned. At such reconvened meeting, the required quorum 
consists of any two members present in person or by proxy, unless otherwise required by applicable rules.
Under the Companies Law, unless otherwise provided in the articles of association or applicable law, all resolutions of the shareholders require a 
simple majority of the shares present, in person or by proxy, and voting on the matter. However, our articles of association require approval of 75% of the 
shares present and voting to remove directors or change the structure of our staggered board of directors.
We file annual reports on Form 20-F electronically with the SEC and post a copy on our website.
Duties of Shareholders
Under the Companies Law, each and every shareholder has a duty to act in good faith in exercising his rights and fulfilling his obligations 
towards the company and other shareholders and to refrain from abusing his power in the company, such as in voting in the general meeting of 
shareholders on the following matters:
●
any amendment to the articles of association;
●
an increase of the company’s authorized share capital;
●
a merger; or
●
approval of certain actions and transactions which require shareholder approval.
In addition, each and every shareholder has the general duty to refrain from depriving rights of other shareholders. Furthermore, any controlling 
shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder that, pursuant to 
the provisions of the articles of association, has the power to appoint or to prevent the appointment of an office holder in the company or any other power 
toward the company is under a duty to act in fairness towards the company. The Companies Law does not describe the substance of this duty of fairness. 
These various shareholder duties, which typically do not apply to shareholders of U.S. companies, may restrict the ability of a shareholder to act in what 
the shareholder perceives to be its own best interests.
Restrictions on Non-Israeli Residents
The ownership or voting of our ordinary shares by non-residents of Israel, except with respect to citizens of countries which are in a state of war 
with Israel, is not restricted in any way by our memorandum of association or articles of association or by the laws of the State of Israel.
Mergers and Acquisitions under Israeli Law
The Companies Law includes provisions that allow a merger transaction and requires that each company that is party to a merger approve the 
transaction by its board of directors and a vote of the majority of its shares, voting on the proposed merger at a shareholders’ meeting. For purposes of the 
shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares held by parties other than the other 
party to the merger, or by any person who holds 25% or more of the shares or the right to appoint 25% or more of the directors of the other party, vote 
against the merger. Upon the request of a creditor of either party of the proposed merger, the court may delay or prevent the merger if it concludes that 
there exists a reasonable concern that as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties to the 
merger. In addition, a merger may not be completed unless at least (i) 50 days have passed from the time that a proposal of the merger has been filed by 
each party with the Israeli Registrar of Companies and (ii) 30 days have passed since the merger was approved by the shareholders of each party.
43

The Companies Law also provides that an acquisition of shares of public company must be made by means of tender offer if as a result of the 
acquisition the purchaser would become a 25% or more shareholder of the company and there is no 25% or more shareholder in the company. In addition, 
an acquisition of shares of a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a 
greater than 45% shareholder of the company and there is greater than 45% shareholder in the company. These requirements do not apply if the 
acquisition (i) is made in a private placement that received shareholder approval, (ii) was from a 25% shareholder of the company and resulted in the 
acquirer becoming a 25% shareholder of the company or (iii) was from a greater than 45% shareholder of the company and resulted in the acquirer 
becoming a greater than 45% shareholder of the company. The tender offer must be extended to all shareholders, but the acquirer is not required to 
acquire more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. The tender offer may be 
consummated only if (i) at least 5% of the company’s outstanding shares will be acquired by the offer and (ii) the number of shares tendered in the offer 
exceeds the number of shares whose holders objected to the offer.
If as a result of an acquisition of shares the acquirer will hold more than 90% of a company’s outstanding shares, the Companies Law requires 
that the acquisition be made by means of a tender offer for all of the outstanding shares. If as a result of a full tender offer the acquirer would own more 
than 95% of the outstanding shares, then all the shares that the acquirer offered to purchase will be transferred to it. The law provides for appraisal rights 
if any shareholder files a request in court within six months following the consummation of a full tender offer, although the acquirer may stipulate that 
any tendering shareholders forfeit their appraisal rights. If as a result of a full tender offer the acquirer would own 95% or less of the outstanding shares, 
then the acquirer may not acquire shares that will cause his shareholding to exceed 90% of the outstanding shares.
Finally, Israeli tax law treats stock-for-stock acquisitions between an Israeli company and a foreign company less favorably than does U.S. tax 
law. For example, Israeli tax law subjects a shareholder who exchanges his ordinary shares for shares in another corporation to taxation prior to the sale 
of the shares received in such stock-for-stock swap.
Modification of Class Rights
Our articles of association provide that the rights attached to any class (unless otherwise provided by the terms of such class), such as voting, 
rights to dividends and the like, may be varied by a shareholders resolution, subject to the approval of the holders of a majority of the issued shares of that 
class.
Board of Directors
According to the Companies Law and our articles of association, the oversight of the management of our business is vested in our board of 
directors. The board of directors may exercise all such powers and may take all such actions that are not specifically granted to our shareholders. As part 
of its powers, our board of directors may cause the company to borrow or secure payment of any sum or sums of money, at such times and upon such 
terms and conditions as it thinks fit, including the grants of security interests on all or any part of the property of the company.
A resolution proposed at any meeting of the board of directors shall be deemed adopted if approved by a majority of the directors present and 
voting on the matter. For additional information, please see Item 6.C “Board Practices.”
Exculpation of Office Holders
Under the Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his duty of loyalty but may exempt 
in advance an office holder from his liability to the company, in whole or in part, for a breach of his duty of care (except in connection with distributions) 
provided the articles of association of the company allow it to do so. Our articles allow us to exempt our office holders to the fullest extent permitted by 
law.
44

Insurance of Office Holders
Our articles of association provide that, subject to the provisions of the Companies Law, we may enter into a contract for the insurance of the 
liability of any of our office holders, with respect to an act performed in the capacity of an office holder for:
●
a breach of his duty of care to us or to another person;
●
a breach of his duty of loyalty to us, provided that the office holder acted in good faith and had reasonable cause to assume that his act 
would not prejudice our interests; or
●
a financial liability imposed upon him in favor of another person.
Indemnification of Office Holders
Our articles of association provide that we may indemnify an office holder against the following obligations and expenses imposed on or 
incurred by the office holder with respect to an act performed in the capacity of an office holder:
●
a financial obligation imposed on him in favor of another person by a court judgment, including a settlement or an arbitrator’s award 
approved by the court; such indemnification may be approved (i) after the liability has been incurred or (ii) in advance, provided that our 
undertaking to indemnify is limited to events that our board of directors believes are foreseeable in light of our actual operations at the time 
of providing the undertaking and to a sum or criterion that our board of directors determines to be reasonable under the circumstances;
●
reasonable litigation expenses, including attorneys’ fees, expended by the office holder as a result of an investigation or proceeding 
instituted against him by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment 
against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with 
the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal 
intent or in connection with a financial sanction;
●
reasonable litigation expenses, including attorneys’ fees, expended by the office holder or charged to him by a court in connection with: (A) 
proceedings we institute against him or instituted on our behalf or by another person; or (B) a criminal charge from which he was acquitted; 
or (C) a criminal proceeding in which he was convicted of an offense that does not require proof of criminal intent; and
●
a financial obligation imposed upon an office holder and reasonable litigation expenses, including attorney fees, expended by the office 
holder as a result of an administrative proceeding instituted against him. Without derogating from the generality of the foregoing, such 
obligation or expense will include a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)
(a)(1)(a) of the Securities Law and expenses that the office holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 
of the Securities Law, including reasonable legal expenses, which term includes attorney fees.
Limitations on Exculpation, Insurance and Indemnification
The Companies Law provides that a company may not exculpate or indemnify an office holder, or enter into an insurance contract, which would 
provide coverage for any monetary liability incurred as a result of any of the following:
●
a breach by the office holder of his duty of loyalty unless, with respect to indemnification or insurance coverage, the office holder acted in 
good faith and had a reasonable basis to believe that the act would not prejudice the company;
●
a breach by the office holder of his duty of care if the breach was done intentionally or recklessly;
●
any act or omission done with the intent to derive an illegal personal benefit; or
●
any fine levied against the office holder.
In addition, under the Companies Law, indemnification of, and procurement of insurance coverage for, our office holders must be approved by 
our audit committee and our board of directors and, if the beneficiary is a director, by our shareholders.
We have agreed to exempt from liability and indemnify our office holders to the fullest extent permitted under the Companies Law. We 
currently maintain directors and officers liability insurance for the benefit of our office holders.
45

C. Material Contracts
None.
D. Exchange Controls
There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or 
the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain transactions. 
However, legislation remains in effect, pursuant to which currency controls can be imposed by administrative action at any time.
E. Taxation
Israeli Tax Considerations
The following is a summary of the current tax structure applicable to companies in Israel, with special reference to its effect on us. Note that this 
tax structure and any resulting benefit may not apply for any income derived by our foreign subsidiaries, which subsidiaries may be taxed according to 
tax laws applicable to their country of residence. The following also contains a discussion of the material Israeli tax consequences to persons purchasing 
our ordinary shares, although it may not be relevant to a particular investor in light of his or her personal investment circumstances or to some types of 
investors who are subject to special treatment under Israeli law. To the extent that the discussion is based on tax legislation, which has not been subject to 
judicial or administrative interpretation, we cannot assure you that the tax authorities or courts will accept the views expressed in the discussion in 
question.
Prospective purchasers of our ordinary shares should consult their own tax advisors as to the United States, Israeli or other tax consequences of 
the purchase, ownership and disposition of ordinary shares, including, in particular, the effect of any foreign, state or local taxes.
General Corporate Tax Structure
The general rate of corporate tax in Israel to which Israeli companies were subject is 23% for the 2023 and 2024 tax years. The general rate of 
capital gains tax in Israel to which Israeli companies are subject is the corporate tax rate. However, the effective tax rate payable by a company which 
derives income from a “Preferred Technological Enterprise” (all as defined below) may be considerably less, as further discussed below.
Law for the Encouragement of Capital Investments, 1959
General
Please see discussion below regarding reforms of the Investments Law that came into effect in 2017.
The 2017 amendment (“Preferred Technological Enterprises”)
Amendment 73 to the Investments Law, which came into effect on January 1, 2017, provides a new tax incentive regime. Regulations have been 
promulgated to implement the “Nexus Principles,” based on OECD guidelines published as part of the Base Erosion and Profit Shifting (BEPS) project.
46

The new incentive regime applies to “Preferred Technological Enterprises” that meet certain conditions, including all of the following:
●
The company’s average R&D expenses in the three years prior to the current tax year must be greater than or equal to 7% of its total 
revenue or exceed NIS 75 million (approximately $20 million) per year; and
●
The company must satisfy one of the following conditions:
●
at least 20% of the workforce (or at least 200 employees) are employed in R&D;
●
a venture capital investment in an amount approximately equivalent to at least NIS 8 million was previously made in the company, and 
the company has not changed its business following such investment; or
●
growth in sales or workforce by an average of 25% over the three years preceding the applicable tax year, and the company’s total 
revenue was at least NIS 10 million in those three tax years or at least 50 employees are employed by the company over the three years 
preceding the applicate tax year.
●
The total revenue in the tax year of the group that the company is part of does not exceed NIS 10 billion.
●
The company is a “competitive enterprise”, i.e. at least 25% of its turnover is exported to a market with at least 14 million residents or 
the company income from a certain market does not exceed 75% of its turnover in the tax year.
A Preferred Technological Enterprises will be subject to a corporate tax rate of 12% unless it is located in a specified development zone, in 
which case the rate will be 7.5%, all with respect to the portion of income derived from eligible intellectual property developed in Israel. In addition, a 
Preferred Technological Enterprises will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible 
Assets” (as defined in the Investments Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or 
after January 1, 2017 for at least NIS 200 million and the sale receives prior approval from the Israeli Innovation Authority. The tax on dividends from 
such enterprises will be 4% for dividends paid to a foreign parent company if it holds at least 90% of the shares of the distributing company and other 
conditions are met. For other dividend distributions, the tax rate will be 20% (with an exemption from such withholding tax applying to dividends paid to 
an Israeli company). The above rates may be reduced by an applicable double tax treaty, subject to the receipt in advance of a valid certificate from the 
Israel Tax Authority allowing for a reduced tax rate.
On February 18, 2018, the Israel Tax Authority issued a tax ruling granting us “Preferred Technological Enterprise” status, subject to the 
conditions and terms of the tax ruling. The grant of the status means that starting January 1, 2017, we are subject to a reduced Israeli corporate tax rate of 
7.5% on any future taxable “technological income.” The tax ruling was in force for five years through the 2021 tax year. On January 16, 2022, the tax 
ruling was extended by the Israel Tax Authority for an additional period of five years through the 2026 tax year.
47

Dividends Taxation
When dividends are distributed from the Preferred Technological Enterprise, they are generally considered to be attributable to the entire 
enterprise and their effective tax rate is a result of a weighted combination of the applicable tax rates. Further information with regard to taxation of 
dividends can be found in Note 7 of our Consolidated Financial Statements.
We paid dividends to our shareholders in the amount of $5.2 million in 2022, $4.8 million in 2023 and $4.9 million in 2024. In March 2025, we 
declared a dividend of approximately $4.5 million and withholding tax applied at a rate of 20%.
Law for the Encouragement of Industry (Taxes), 1969
Under the Law for the Encouragement of Industry (Taxes), 1969, or the Industry Encouragement Law, a company qualifies as an “Industrial 
Company” if it is resident in Israel and at least 90% of its income in a given tax year, determined in NIS, exclusive of income from certain government 
loans, is derived from Industrial Enterprises owned by that company. An “Industrial Enterprise” is defined as an enterprise whose major activity in a 
particular tax year is industrial production activity.
Industrial Companies qualify (based on tax regulations) for accelerated depreciation rates for machinery, equipment and buildings used by an 
Industrial Enterprise.
Pursuant to the Industry Encouragement Law, an Industrial Company is also entitled to amortize the purchase price of know-how and patents 
over a period of eight years beginning with the year in which such rights were first used.
In addition, an Industrial Company is entitled to deduct over a three-year period expenses involved with the issuance and listing of shares on a 
stock exchange and has the right, under certain conditions, to elect to file a consolidated tax return with related Israeli Industrial Companies that satisfy 
conditions set forth in the law.
Eligibility for the benefits under the law is not subject to receipt of prior approval from any governmental authority. We believe that we 
currently qualify as an Industrial Company within the definition of the Industry Encouragement Law. However, the definition may be amended from time 
to time and the Israeli tax authorities, which reassess our qualifications annually, may determine that we no longer qualify as an Industrial Company. As a 
result of either of the foregoing, the benefits described above might not be available in the future.
Tax benefits and grants for research and development
Israeli tax law allows, under certain conditions, a tax deduction for expenditures related to scientific research and development projects, 
including capital expenditures, in the year in which they are incurred. Expenditures are deemed related to scientific research and development projects if:
●
the expenditures are approved by the relevant Israeli government ministry, which depends on the field of research;
●
the research and development must be for the promotion of the company; and
●
the research and development is carried out by or on behalf of the company seeking such tax deduction.
The amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such 
scientific research and development projects. Under these research and development deduction rules, no deduction is allowed for any expense invested in 
an asset depreciable under the general depreciation rules of the Tax Ordinance. Expenditures that do not qualify for this special deduction are deductible 
in equal amounts over three years. 
48

Capital Gains Tax on the Sale of our Ordinary Shares
General
Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on 
the sale of assets located in Israel, including shares in Israeli companies, by non-residents of Israel, unless a specific exemption is available or unless a tax 
treaty between Israel and the shareholder’s country of residence provides otherwise. The law distinguishes between real gain and inflationary surplus. The 
inflationary surplus is equal to the increase in the purchase price of the relevant asset attributable to the increase in the Israeli consumer price index or, in 
certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The real gain is the excess of the total capital 
gain over the inflationary surplus.
Israeli Residents
Generally, the tax rate applicable to capital gains derived from the sale of shares, whether listed on a stock market or not, is 25% for Israeli 
individuals, unless such shareholder claims a deduction for financing expenses in connection with such shares, in which case the gain will generally be 
taxed at a rate of 30%. Additionally, if such shareholder is considered a “significant shareholder” at any time during the 12-month period preceding such 
sale, i.e., such shareholder holds directly or indirectly, including with others, at least 10% of any “means of control” in the company, the tax rate will be 
30%. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, 
or order someone who holds any of the aforesaid rights on how to exercise these rights, regardless of the source of such rights. However, the foregoing 
tax rates will not apply to individuals: (i) who are dealers in securities; or (ii) who acquired their shares prior to an initial public offering (that may be 
subject to a different tax arrangement). Israeli companies are subject to the corporate tax rate on capital gains derived from the sale of listed shares.
Non-Residents of Israel
Non-Israeli residents are exempt from Israeli capital gains tax on any gains derived from the sale of shares publicly traded on a recognized stock 
market outside of Israel, provided that such capital gains are not derived from a permanent establishment in Israel and that such shareholders did not 
acquire their shares prior to the issuer’s initial public offering. However, non-Israeli corporations will not be entitled to such exemption if Israeli residents 
(i) have a controlling interest of more than 25% in such non-Israeli corporation, or (ii) are the beneficiaries of or are entitled to 25% or more of the 
revenues or profits of such non-Israeli corporation, whether directly or indirectly.
Pursuant to the Convention between the Government of the United States of America and the Government of Israel with Respect to Taxes on 
Income, as amended, or the U.S.- Israel Tax Treaty, the sale, exchange or disposition of our ordinary shares by a person who qualifies as a resident of the 
United States and is entitled to claim the benefits afforded to a resident, or a Treaty U.S. Resident, will not be subject to Israeli capital gains tax unless (i) 
the Treaty U.S. Resident held, directly or indirectly, shares representing 10% or more of our voting power during any part of the 12-month period 
preceding the sale, exchange or disposition, (ii) the capital gains from such sale can be allocated to a permanent establishment in Israel or (iii) such Treaty 
U.S. Resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. A sale, exchange or disposition of our 
ordinary shares by a Treaty U.S. Resident who does not meet the above conditions will be subject to Israeli capital gains tax, to the extent applicable. 
However, under the U.S.-Israel Tax Treaty, this Treaty U.S. Resident would be permitted to claim a credit for such taxes against U.S. federal income tax 
imposed with respect to such sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax 
Treaty does not relate to state or local taxes.
49

Regardless of whether non-Israeli shareholders may be liable for Israeli capital gains tax on the sale of our ordinary shares, the payment of the 
consideration for such sale may be subject to withholding of Israeli tax at source and holders of our ordinary shares may be required to demonstrate that 
they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, the Israel Tax Authority may 
require shareholders who are not liable for Israeli capital gains tax on such a sale to sign a declaration on a form specified by the Israel Tax Authority, 
provide documents (including, for example, a certificate of residency) or obtain a specific exemption from the Israel Tax Authority to confirm their status 
as non-Israeli residents. In the absence of such declarations or exemptions, the Israel Tax Authority may require the purchaser of the shares to withhold 
tax at source.
A non-resident of Israel who receives dividend income or that realizes capital gains derived from the sale of our ordinary shares, from which all 
required tax was withheld at the source, in practice, is exempt from the duty to file tax returns in Israel with respect to such income, provided that (i) such 
income was not derived from a business conducted in Israel by the taxpayer; (ii) the taxpayer has no other taxable sources of income in Israel; and (iii) 
the taxpayer is not liable to surtax (as described below under “Surtax”).
Dividend Taxation
Income Taxes on Dividends Distributed by the Company to Israeli Residents
Israeli resident individuals are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares, other than bonus 
shares (share dividends) or stock dividends. The tax rate applicable to such dividends is 25% (or 30% for a shareholder that is considered a significant 
shareholder at any time during the 12-month period preceding such distribution). Individuals may also be required to pay surtax with respect to dividends 
received, as further explained below. Dividends paid out of profits sourced from ordinary income are subject to withholding tax at the rate of 25% if the 
shares are registered with a nominee company (whether the recipient is a significant shareholder or not). Dividends paid from income derived from our 
Preferred Enterprise (accrued from the 2014 tax year and onwards) and Preferred Technological Enterprise are subject to withholding tax at the rate of 
20%. If the recipient of the dividend is an Israeli resident corporation, such dividend income will be exempt from tax, provided the income from which 
such dividend is distributed was derived or accrued within Israel and was received directly or indirectly from another corporation that is subject to Israeli 
corporate tax. We cannot assure that we will designate the profits that are being distributed in a way that will reduce shareholders’ tax liability.
Income Taxes on Dividends Distributed by the Company to Non-Israeli Residents
Non-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our 
shares at the rate of 25% (or 30% for a shareholder that is considered a significant shareholder at any time during the 12-month period preceding such 
distribution), which tax will be withheld at source, unless relief is provided in an applicable tax treaty between Israel and the shareholder’s country of 
residence. Such dividends are generally subject to Israeli withholding tax at a rate of 25%, so long as the shares are registered with a nominee company 
(whether the recipient is a substantial shareholder or not). However, a reduced tax rate may be provided under the Investments Law (20% with respect to 
Preferred Enterprise or a Preferred Technological Enterprise income), as described above, or under an applicable tax treaty.
Generally, under the U.S-Israel Tax Treaty the maximum rate of withholding tax on dividends paid to a shareholder who is a resident of the 
United States (as defined in the U.S. – Israel Tax Treaty) will be 25%. However, when a U.S. tax resident corporation is the recipient of the dividend, the 
withholding tax rate on a dividend out of regular (non-Preferred Technological Enterprise) profits may be reduced to 12.5% under the U.S-Israel Tax 
Treaty, where the following conditions are met:
(a) the recipient corporation owns at least 10% of the outstanding voting rights of the Company for all of the period preceding the dividend 
during the Company’s current and prior taxable year; and
(b) generally, not more than 25% of the gross income of the paying corporation for its prior tax year consists of certain interest and dividend 
income.
50

Dividends paid to such U.S. corporation from income derived during any period for which the Israeli company is entitled to the reduced tax rate 
applicable to a Preferred Technological Enterprise will be subject to a 15% tax rate, provided that the conditions in clauses (a) and (b) above are met. If 
the dividend is attributable partly to income derived from a Preferred Technological Enterprise, and partly to other sources of income, the withholding 
rate will be a blended rate reflecting the relative portions of the two types of income. The aforementioned rates under the U.S-Israel Tax Treaty will not 
apply if the dividend income was derived through or attributed to a permanent establishment of the U.S. tax resident in Israel. Application for this 
reduced tax rate requires appropriate documentation presented to, and specific instruction received from, the Israel Tax Authority. If the dividend is 
attributable partly to income derived from income which was subject to tax under the Investment Law, and partly to other sources of income, the 
withholding rate will be a blended rate reflecting the relative portions of the two types of income. We cannot assure you that we will designate the profits 
that we may distribute in a way that will reduce shareholders’ tax liability.
Surtax
Subject to the provisions of any applicable tax treaty, individuals who are subject to tax in Israel (whether or not any such individual is an Israeli 
resident) are also subject to a surtax at the rate of 3% on annual income (including, but not limited to, dividends, interest and capital gains) exceeding NIS 
721,560 for 2025, which amount is linked to the annual change in the Israeli consumer price index. According to the Economic Efficiency Law 
(Legislative Amendments to Achieve the Budget Targets for the 2025 Budget Year) (Freezing of Tax Updates and Surtax), 2024 (the “Economic 
Efficiency Law”), during the years 2025-2027, the aforementioned amount will not be adjusted in accordance with the Israeli consumer price index. In 
addition, according to the Economic Efficiency Law, an individual whose taxable income from “Capital Sources” in the tax year exceeds the aforesaid 
amount shall be subject to an additional tax on the portion of their taxable income from Capital Sources that exceeds the aforesaid amount at a rate of 2%. 
For this purpose, Capital Source means any source of income (including, among other things, capital gain, dividend and interest) other than income from 
business, employment and personal exertion.
U.S. Federal Income Taxation
Subject to the limitations described in the next paragraph, the following discussion summarizes the material U.S. federal income tax 
consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the Ordinary Shares. For this purpose, a “U.S. Holder” is a holder of 
Ordinary Shares that is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the 
United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or other entity treated as a 
corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S. person under any applicable U.S. 
Treasury Regulations) created or organized in or under the laws of the United States or any political subdivision thereof; (3) an estate, the income of 
which is subject to U.S. federal income tax regardless of source; (4) a trust if a court within the United States is able to exercise primary supervision over 
the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; (5) a trust that has a valid 
election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations; or (6) any person otherwise subject to U.S. federal 
income tax on a net income basis in respect of the Ordinary Shares, if such status as a U.S. Holder is not overridden pursuant to the provisions of an 
applicable tax treaty.
This summary is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income 
tax considerations that may be relevant to a decision to purchase or hold our Ordinary Shares. This summary generally considers only U.S. Holders that 
will own our Ordinary Shares as capital assets. Except to the limited extent discussed below, this summary does not consider the U.S. federal tax 
consequences to a person that is not a U.S. Holder, nor does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This 
summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury 
Regulations promulgated thereunder, administrative and judicial interpretations thereof, and the U.S./Israel Income Tax Treaty, all as in effect as of the 
date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. The Company 
will not seek a ruling from the U.S. Internal Revenue Service, or the IRS, with regard to the U.S. federal income tax treatment of an investment in our 
Ordinary Shares by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.
This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular shareholder based on such 
shareholder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local or foreign tax 
considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life insurance 
company, regulated investment company, or other financial institution or “financial services entity”; (2) a broker or dealer in securities or foreign 
currency; (3) a person who acquired our Ordinary Shares in connection with employment or other performance of services; (4) a U.S. Holder that is 
subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our Ordinary Shares as a hedge or as part of a hedging, straddle, conversion or 
constructive sale transaction or other risk-reduction transaction for U.S. federal income tax purposes; (6) a tax-exempt entity; (7) real estate investment 
trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional 
currency other than the dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or 
constructively, at any time, Ordinary Shares representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of 
persons who hold Ordinary Shares through a partnership or other pass-through entity are not considered.
You are encouraged to consult your own tax advisor with respect to the specific U.S. federal and state income tax consequences to you of 
purchasing, holding or disposing of our Ordinary Shares, including the effects of applicable state, local, foreign or other tax laws and possible changes in 
the tax laws.
51

Distributions on Ordinary Shares
Subject to the discussion under the heading “Passive Foreign Investment Companies” below, a U.S. Holder will be required to include in gross 
income as ordinary income the amount of any distribution paid on Ordinary Shares (including the amount of any Israeli tax withheld on the date of the 
distribution), to the extent that such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income 
tax purposes. The amount of a distribution which exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. 
Holder’s tax basis for the Ordinary Shares to the extent thereof, and then capital gain. Corporate holders generally will not be allowed a deduction for 
dividends received. For noncorporate U.S. Holders, to the extent that their total adjusted income does not exceed applicable thresholds, the maximum 
federal income tax rate for “qualified dividend income” and long-term capital gains is generally 15%. For those noncorporate U.S. Holders whose total 
adjusted income exceeds such income thresholds, the maximum federal income tax rate for “qualified dividend income” and long-term capital gains is 
generally 20%. For this purpose, “qualified dividend income” means, among other things, dividends received from a “qualified foreign corporation.” A 
“qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States which includes an 
exchange of information program. The IRS has stated that the Israel/U.S. Tax Treaty satisfies this requirement and we believe we are eligible for the 
benefits of that treaty.
In addition, our dividends will be qualified dividend income if our Ordinary Shares are readily tradable on Nasdaq or another established 
securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior 
year, as a passive foreign investment company, or PFIC. A U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our 
Ordinary Shares or ADRs for at least 61 days of the 121-day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the 
extent the U.S. Holder is under an obligation to make related payments on substantially similar property. Any days during which the U.S. Holder has 
diminished its risk of loss on our Ordinary Shares are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the 
dividend income as “investment income” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.
The amount of a distribution with respect to our Ordinary Shares will be measured by the amount of the fair market value of any property 
distributed, and for U.S. federal income tax purposes, the amount of any Israeli taxes withheld therefrom. (See discussion above under “Israeli Tax 
Considerations - Dividend Taxation.”) Cash distributions paid by us in NIS will be included in the income of U.S. Holders at a dollar amount based upon 
the spot rate of exchange in effect on the date the dividend is includible in the income of the U.S. Holder, and U.S. Holders will have a tax basis in such 
NIS for U.S. federal income tax purposes equal to such dollar value. If the U.S. Holder subsequently converts the NIS, any subsequent gain or loss in 
respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.
Distributions paid by us will generally be foreign source income for U.S. foreign tax credit purposes. Subject to the limitations set forth in the 
Code, U.S. Holders may elect to claim a foreign tax credit against their U.S. income tax liability for Israeli income tax withheld from distributions 
received in respect of the Ordinary Shares. In general, these rules limit the amount allowable as a foreign tax credit in any year to the amount of regular 
U.S. tax for the year attributable to foreign source taxable income. This limitation on the use of foreign tax credits generally will not apply to an electing 
individual U.S. Holder whose creditable foreign taxes during the year do not exceed $300, or $600 for joint filers, if such individual’s gross income for 
the taxable year from non-U.S. sources consists solely of certain passive income. A U.S. Holder will be denied a foreign tax credit with respect to Israeli 
income tax withheld from dividends received with respect to the Ordinary Shares if such U.S. Holder has not held the Ordinary Shares for at least 16 days 
out of the 31-day period beginning on the date that is 15 days before the ex-dividend date or to the extent that such U.S. Holder is under an obligation to 
make certain related payments with respect to substantially similar or related property. Any day during which a U.S. Holder has substantially diminished 
his or her risk of loss with respect to the Ordinary Shares will not count toward meeting the 16-day holding period. A U.S. Holder will also be denied a 
foreign tax credit if the U.S. Holder holds the Ordinary Shares in an arrangement in which the U.S. Holder’s reasonably expected economic profit is 
insubstantial compared to the foreign taxes expected to be paid or accrued. The rules relating to the determination of the U.S. foreign tax credit are 
complex, and U.S. Holders should consult with their own tax advisors to determine whether, and to what extent, they are entitled to such credit. U.S. 
Holders that do not elect to claim a foreign tax credit may instead claim a deduction for Israeli income taxes withheld, provided such U.S. Holders 
itemize their deductions.
52

Disposition of Shares
Except as provided under the PFIC rules described below, upon the sale, exchange or other disposition of our Ordinary Shares, a U.S. Holder 
will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax basis in the sold Ordinary Shares and the amount 
realized on the disposition of such Ordinary Shares (or its dollar equivalent determined by reference to the spot rate of exchange on the date of 
disposition, if the amount realized is denominated in a foreign currency). The gain or loss realized on the sale or exchange or other disposition of 
Ordinary Shares will be long-term capital gain or loss if the U.S. Holder has a holding period of more than one year at the time of the disposition.
In general, gain realized by a U.S. Holder on a sale, exchange or other disposition of Ordinary Shares will generally be treated as U.S. source 
income for U.S. foreign tax credit purposes. A loss realized by a U.S. Holder on the sale, exchange or other disposition of Ordinary Shares is generally 
allocated to U.S. source income. However, U.S. Treasury Regulations require such loss to be allocated to foreign source income to the extent specified 
dividends were received by the taxpayer within the 24-month period preceding the date on which the taxpayer recognized the loss. The deductibility of a 
loss realized on the sale, exchange or other disposition of Ordinary Shares is subject to limitations.
Tax on Net Investment Income
U.S. Holders who are individuals, estates or trusts will generally be required to pay 3.8% tax on their net investment income (including 
dividends on and gains from the sale or other disposition of our Ordinary Shares), or in the case of estates and trusts on their net investment income that is 
not distributed. In each case, the 3.8% Medicare tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable thresholds.
Passive Foreign Investment Companies
Special U.S. federal income tax laws apply to a U.S. Holder who owns shares of a corporation that was (at any time during the U.S. Holder’s 
holding period) a PFIC. We would be treated as a PFIC for U.S. federal income tax purposes for any tax year if, in such tax year, either:
●
75% or more of our gross income (including our pro rata share of gross income for any company, U.S. or foreign, in which we are 
considered to own 25% or more of the shares by value), in a taxable year is passive, or the Income Test; or
●
At least 50% of our assets, averaged over the year and generally determined based upon value (including our pro rata share of the assets of 
any company in which we are considered to own 25% or more of the shares by value), in a taxable year are held for the production of, or 
produce, passive income, or the Asset Test.
For this purpose, passive income generally consists of dividends, interest, rents, royalties, annuities and income from certain commodities 
transactions and from notional principal contracts. Cash is treated as generating passive income.
If we are or become a PFIC, each U.S. Holder who has not elected to treat us as a qualified electing fund by making a “QEF election”, or who 
has not elected to mark the shares to market (as discussed below), would, upon receipt of certain distributions by us and upon disposition of our Ordinary 
Shares at a gain, be liable to pay U.S. federal income tax at the then prevailing highest tax rates on ordinary income plus interest on such tax, as if the 
distribution or gain had been recognized ratably over the taxpayer’s holding period for the Ordinary Shares. In addition, when shares of a PFIC are 
acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would not receive a step-up to fair market value as of the 
date of the decedent’s death, but instead would be equal to the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect 
investments in a PFIC may also be subject to special U.S. federal income tax rules.
The PFIC rules would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the Ordinary 
Shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF 
election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary 
income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such 
earnings or gain. In general, a QEF election is effective only if we make available certain required information. The QEF election is made on a 
shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. U.S. Holders should consult with their own tax advisors 
regarding eligibility, manner and advisability of making a QEF election if we are treated as a PFIC.
53

A U.S. Holder of PFIC shares which are traded on qualifying public markets, including the Nasdaq, can elect to mark the shares to market 
annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market 
value of the PFIC shares and the U.S. Holder’s adjusted tax basis in the PFIC shares. Losses are allowed only to the extent of net mark-to-market gain 
previously included income by the U.S. Holder under the election for prior taxable years.
In light of the complexity of PFIC rules, we cannot assure you that we have not been or are not a PFIC or will avoid becoming a PFIC in the 
future. U.S. Holders who hold Ordinary Shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, 
subject to specified exceptions for U.S. Holders who made a QEF or mark-to-market election. U.S. Holders are strongly urged to consult their tax 
advisors about the PFIC rules, including tax return filing requirements and the eligibility, manner, and consequences to them of making a QEF or mark-
to-market election with respect to our Ordinary Shares in the event we that qualify as a PFIC.
Information Reporting and Withholding
A U.S. Holder may be subject to backup withholding (at a rate of 24%) with respect to cash dividends and proceeds from a disposition of 
Ordinary Shares. In general, back-up withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup 
withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup 
withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the 
required information is timely furnished to the IRS.
Under the Hiring Incentives to Restore Employment Act of 2010, or the HIRE Act, some payments made to “foreign financial institutions” in 
respect of accounts of U.S. stockholders at such financial institutions may be subject to withholding at a rate of 30%. U.S. Treasury Regulations provide 
that such withholding will only apply to distributions paid on or after January 1, 2014, and to other “withholdable payments” (including payments of 
gross proceeds from a sale or other disposition of our Ordinary Shares) made on or after January 1, 2017. U.S. Holders should consult their tax advisors 
regarding the effect, if any, of the HIRE Act on their ownership and disposition of our Ordinary Shares. See “Non-U.S. Holders of Ordinary Shares.”
Non-U.S. Holders of Ordinary Shares
Except as provided below, an individual, corporation, estate or trust that is not a U.S. Holder generally will not be subject to U.S. federal income 
or withholding tax on the payment of dividends on, and the proceeds from the disposition of, our Ordinary Shares.
A non-U.S. Holder may be subject to U.S. federal income or withholding tax on a dividend paid on our Ordinary Shares or the proceeds from the 
disposition of our Ordinary Shares if: (1) such item is effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United 
States or, in the case of a non-U.S. Holder that is a resident of a country which has an income tax treaty with the United States, such item is attributable to 
a permanent establishment or, in the case of gain realized by an individual non-U.S. Holder, a fixed place of business in the United States; (2) in the case 
of a disposition of our Ordinary Shares, the individual non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale 
and other specified conditions are met; (3) the non-U.S. Holder is subject to U.S. federal income tax pursuant to the provisions of the U.S. tax law 
applicable to U.S. expatriates.
In general, non-U.S. Holders will not be subject to backup withholding with respect to the payment of dividends on our Ordinary Shares if 
payment is made through a paying agent, or office of a foreign broker outside the United States. However, if payment is made in the United States or by a 
U.S. related person, non-U.S. Holders may be subject to backup withholding, unless the non-U.S. Holder provides on an applicable Form W-8 (or a 
substantially similar form) a taxpayer identification number, certifies to its foreign status, or otherwise establishes an exemption. A U.S. related person 
for these purposes is a person with one or more current relationships with the United States.
The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal 
income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.
54

The HIRE Act may impose withholding taxes on some types of payments made to “foreign financial institutions” and some other non-U.S. 
entities. Under the HIRE Act, the failure to comply with additional certification, information reporting and other specified requirements could result in 
withholding tax being imposed on payments of dividends and sales proceeds to U.S. Holders that own Ordinary Shares through foreign accounts or 
foreign intermediaries and specified non-U.S. Holders. The HIRE Act imposes a 30% withholding tax on dividends on, and gross proceeds from the sale 
or other disposition of, Ordinary Shares paid from the United States to a foreign financial institution or to a foreign nonfinancial entity, unless (1) the 
foreign financial institution undertakes specified diligence and reporting obligations or (2) the foreign nonfinancial entity either certifies it does not have 
any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. In addition, if the payee is a foreign financial 
institution, it generally must enter into an agreement with the U.S. Treasury that requires, among other things, that it undertake to identify accounts held 
by specified U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to 
other specified account holders. U.S. Treasury Regulations provide that such withholding will only apply to distributions paid on or after January 1, 2014, 
and to other “withholdable payments” (including payments of gross proceeds from a sale or other disposition of our Ordinary Shares) made on or after 
January 1, 2017. You should consult your tax advisor regarding the HIRE Act.
F. Dividends and paying agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to certain of the information reporting requirements of the Exchange Act. As a foreign private issuer, we are exempt from the 
rules and regulations under the Exchange Act prescribing the content of proxy statements, and our officers, directors and principal shareholders are 
exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and 
sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies 
whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within four months after the end of each fiscal 
year, an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We publish unaudited interim financial 
information after the end of each quarter. We furnish this quarterly financial information to the SEC under cover of a Form 6-K.
We are subject to the informational requirements of the Exchange Act, applicable to foreign private issuers and fulfill the obligations with 
respect to such requirements by filing reports with the SEC. You may read and copy any document we file, including any exhibits, with the SEC without 
charge at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.Copies of such material may be obtained by mail from the 
Public Reference Branch of the SEC at such address, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the public 
reference room. Certain of our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov, and on our website at 
http://www.mindcti.com.
You may request a copy of our SEC filings, at no cost, by e-mailing to investor@mindcti.com and upon said request copies will be sent by 
e-mail. A copy of each report submitted in accordance with applicable U.S. law is available for review at our principal executive offices.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
55

Item 11. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of changes in the value of our financial instruments as a result of fluctuations in foreign currency exchange rates.
The following table sets forth our consolidated balance sheet exposure with respect to change in foreign currency exchange rates as of 
December 31, 2024.
Currency
Current 
Monetary 
Assets 
(Liabilities)
-Net
(dollars in 
thousands)
NIS
(94)
EURO
2,179
Romanian RON
129
Other non-dollar currencies
(42)
2,172
Our annual expenses paid in NIS are approximately $2.1 million. Accordingly, we estimate that a hypothetical increase of the value of the NIS 
against the dollar by 1% would result in an increase in our operating expenses by approximately $21 thousand for the year ended December 31, 2024.
We are exposed to changes in prices of various securities in which we invest. As of December 31, 2024, we held short term investment of $0.2 
million, which are held for trading and presented in the balance sheet as marketable securities. These debt securities are exposed to potential loss in 
market value due to a decline in debt securities prices. The potential loss in fair value resulting from a 10% adverse change in debt securities prices would 
be approximately $0.02 million.
As of December 31, 2024, we did not hold any derivative financial instruments for either trading or non-trading purposes.
Item 12. Description of Securities Other Than Equity Securities
None.
56

PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-
15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. The evaluation was performed with the participation of our senior management 
and under the supervision and with the participation of our chief executive officer and chief financial officer. Based on this evaluation, our chief 
executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Management’s Annual Report on Internal Control over Financial Reporting 
Our management, including our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate 
internal control over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control system was designed 
to provide reasonable assurance to our management and our board of directors regarding the reliability of financial reporting and the preparation and fair 
presentation of published financial statements for external purposes in accordance with generally accepted accounting principles. All internal control 
systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable 
assurances with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are 
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures 
may decline.
Our management (with the participation of our chief executive officer and chief financial officer) conducted an evaluation, pursuant to Rule 13a-
15(c) under the Exchange Act, of the effectiveness, as of the end of the period covered by this Annual Report, of our internal control over financial 
reporting based on the criteria set forth in the Internal Control-Integrated Framework (2103 framework) issued by the Committee of Sponsoring 
Organizations of the Treadway Commission. Based on the results of this evaluation, management assessed the effectiveness of our internal control over 
financial reporting as at December 31, 2024 and concluded that our internal control over financial reporting was effective as of December 31, 2024. 
Attestation Report of the Registered Public Accounting Firm
Not applicable.
Changes in Financial Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during 2024 that have materially affected, or that are 
reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Our board of directors has designated Mr. Joseph Tenne as our “audit committee financial expert”, as defined by the SEC rules. Mr. Tenne is an 
“independent director”, as defined by the Nasdaq listing rules.
57

Item 16B. Code of Ethics
We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive and financial 
officers. The Code of Ethics is publicly available on our website at www.mindcti.com. If we make any substantive amendments to the Code of Ethics or 
grant any waiver from a provision of this code to our chief executive officer, principal financial officer, principal accounting officer or controller, we will 
either disclose the nature of such amendment or waiver on our website or in our annual report on Form 20-F.
Item 16C. Principal Accountant Fees and Services
At the annual meeting held on May 6, 2024, our shareholders re-appointed Fahn Kanne & Co. Grant Thornton Israel, certified public 
accountants in Israel, as our independent auditor until the close of the following year’s annual general meeting.
Fahn Kanne & Co. Grant Thornton Israel earned fees from us for professional services in fiscal years 2024 and 2023, respectively:
Years Ended 
December 31,
2024
2023
Audit Fees
$
99,590
$
101,654
Total
$
99,590
$
101,654
Our audit committee’s policy is to approve each audit and non-audit service to be performed by our independent accountant before the 
accountant is engaged.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 16F. Change in Registrant’s Certifying Accountant 
A change in our independent registered public accounting firm in June 2022 was previously disclosed in our Annual Report on Form 20-F for 
the year ended December 31, 2022. 
Item 16G. Corporate Governance
We follow the Israeli Companies Law, the relevant provisions of which are summarized in this annual report, rather than comply with the 
Nasdaq requirement relating to the quorum for shareholder meetings, as described in Item 10.B “Additional Information – Memorandum and Articles of 
Association – Voting, Shareholders’ Meetings and Resolutions”, rather than comply with Nasdaq’s shareholder approval requirements with respect to 
equity compensation plans, as described in Item 6.C “Directors, Senior Management and Employees – Board Practices–Office Holder Compensation”, 
and rather than comply with the Nasdaq requirements relating to compensation committees (other than the due composition thereof), our audit committee 
(in its capacity as our compensation committee) fulfills the duties of a compensation committee in accordance with the Companies Law, as described in 
Item 6.A “Directors, Senior Management and Employees - Board Practices.” In addition, we are exempt from Nasdaq’s requirement to send an annual 
report to shareholders prior to our annual general meetings. Instead, we file annual reports on Form 20-F electronically with the SEC and post a copy on 
our website.
58

Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policies
We have adopted an Insider Trading Policy which governs the purchase, sale and other dispositions of our securities by our directors, officers, 
employees and contractors that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and the listing 
standards of Nasdaq. A copy of our Insider Trading Policy is filed as Exhibit 11.2 to this Annual Report.
Item 16K. Cybersecurity
Risk management and strategy 
We prioritize the management of cybersecurity risk and the protection of information across our enterprise by embedding data protection and 
cybersecurity risk management in our operations. Our processes for assessing, identifying, and managing material risks from cybersecurity threats have 
been integrated into our overall risk management system and processes.
As a foundation of this approach, we have implemented a layered governance structure to help assess, identify and manage cybersecurity risks. 
Our privacy and cybersecurity policies encompass incident response procedures, information security and vendor management. In order to help develop 
these policies and procedures, we monitor the privacy and cybersecurity laws, regulations and guidance applicable to us in the regions where we do 
business (including Germany and Israel), as well as proposed privacy and cybersecurity laws, regulations, guidance and emerging risks.
We undergo from time to time an external evaluation by cybersecurity consulting firms, including the performance of penetration testing, 
vulnerability and risk assessment and certification of ISO 27001 framework. With respect to third party service providers, we obligate our vendors to 
adhere to privacy and cybersecurity measures, and we perform risk assessments of vendors, including their ability to protect data from unauthorized 
access.
As described in Item 3.D “Risk Factors,” our products and services, including our cloud offerings, rely on the secure processing, storage and 
transmission of confidential and other information of our customers, as well as our own data. Computer viruses, hackers, employee or vendor misconduct, 
and other external hazards could expose our information systems and those of our vendors to security breaches, cybersecurity incidents or other 
disruptions, any of which could materially and adversely affect our business in the form of system disruptions and shutdowns or denials of service or 
compromise data, including personal or confidential information, of us, our partners or our customers. We have not experienced cybersecurity incidents 
to date.
The sophistication of cybersecurity threats, including through the use of artificial intelligence, continues to increase, and the controls and 
preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity 
incident response plan, may be insufficient. In addition, new technology that could result in greater operational efficiency, such as our use of artificial 
intelligence, may further expose our computer systems to the risk of cybersecurity incidents. 
Governance 
As part of our overall risk management approach, we prioritize the identification and management of cybersecurity risk at several levels, 
including board of directors oversight, executive commitment and employee training. Our audit committee, comprised of independent directors, oversees 
the board of directors’ responsibilities relating to the operational (including IT risks, business continuity and data security) risk affairs of the Company. 
Our audit committee is informed of such risks through quarterly reports from our Vice President of IT, and the board of directors reviews our processes 
every six months.
Our VP of IT, who has over 25 years of experience in information technology in our company and is supported by management, oversees the 
implementation and compliance of our information security standards and mitigation of information security related risks.
At the employee level, we maintain an experienced information technology team who are tasked with implementing our privacy and 
cybersecurity program and support the VP of IT in carrying out reporting, security and mitigation functions. We also hold employee trainings on privacy 
and cybersecurity, records and information management, conduct phishing tests and generally seek to promote awareness of cybersecurity risk through 
communication and education of our employee population. Each of the software tools installed in order to prevent attacks generates real-time alerts. 
These alerts reach multiple people in our company, who are prepared to respond at any time. In case of a real threat, the CEO is notified.
59

PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
See pages F-1 through F-28 of this annual report attached hereto.
60

Item 19. Exhibits
The following exhibits are filed as part of this Annual Report:
Exhibit No.
Exhibit
1.1*
Memorandum of Association, as amended
1.2******
Articles of Association, as amended
2(d)****
Description of Ordinary Shares
4.1**
MIND 1998 Share Option Plan
4.2**
MIND 2000 Share Option Plan
4.3***
MIND 2011 Share Incentive Plan
4.4*****
Compensation Policy of Directors and Officers, dated May 26, 2019
8
List of Subsidiaries
11.1***
Code of Ethics and Business Conduct
11.2
Insider Trading Policy
12.1
Certification of Principal Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act
12.2
Certification of Principal Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act
13.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act
13.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act
15.1
Consent of Fahn Kanne & Co. Grant Thornton Israel
97*******
Policy for Recovery of Erroneously Awarded Compensation
101
The following financial information from MIND C.T.I. Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2024, 
formatted in XBRL (eXtensible Business Reporting Language):  
(i) Consolidated Balance Sheets at December 31, 2024 and 2023;
(ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022;
(iii) Consolidated Comprehensive Income for the years ended December 31, 2024, 2023 and 2022;
(iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022;
(v)  Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and
(vi)  Notes to Consolidated Financial Statements, tagged as blocks of text
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Incorporated by reference to MIND C.T.I. Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002.
**
Incorporated by reference to MIND C.T.I. Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2003.
***
Incorporated by reference to MIND C.T.I. Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
****
Incorporated by reference to MIND C.T.I. Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019.
*****
Incorporated by reference to MIND C.T.I. Ltd.’s Notice of Annual General Meeting of Shareholders on Form 6K filed on April 16, 2019.
******
Incorporated by reference to MIND C.T.I. Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022.
*******
Incorporated by reference to MIND C.T.I. Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023.
61

SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned 
to sign this annual report on its behalf.
MIND CTI LTD.
/s/ Ariel Glassner
By:
Ariel Glassner
Title:  Chief Executive Officer
Date: March 18, 2025
62

MIND C.T.I. LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024

MIND C.T.I. LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
TABLE OF CONTENTS
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 1375)
F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated balance sheets
F-4
Consolidated statements of operations
F-5
Consolidated statements of comprehensive income
F-6
Consolidated statements of changes in shareholders’ equity
F-7
Consolidated statements of cash flows
F-8
Notes to consolidated financial statements
F-9
F-1

Fahn Kanne & Co.
Head Office
32 Hamasger Street
Tel-Aviv 6721118, ISRAEL
PO Box 36172, 6136101
T +972 3 7106666
F +972 3 7106660 
www.grantthornton.co.il
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of MIND C.T.I Ltd. 
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MIND C.T.I Ltd. and subsidiaries (the “Company”) as of December 31, 2024 and 
2023, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows, for each of the three 
years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, 
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and 
the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles 
generally accepted in the United States of America.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the 
Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board 
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the 
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not 
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain 
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s 
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and 
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures 
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as 
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or 
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) 
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion 
on the financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the 
critical audit matter or on the accounts or disclosures to which it relates.
Certified Public Accountants
Fahn Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd
F-2

Critical Audit Matter Description
Goodwill Impairment Analysis 
As described further in Note 1k and Note 4b to the consolidated financial statements, as of September 30, 2024, the Company performed goodwill 
impairment analysis with respect to goodwill balance with a total carrying amount of $7.9 million that was allocated to two reporting units. As disclosed 
in Note 1k, goodwill is not amortized but rather tested for impairment at least annually or more often if indicators of impairment are present. Management 
either assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that 
the fair value of a reporting unit is less than its carrying value, including goodwill (qualitative assessment) or elects to proceed directly to the impairment 
test and bypass the qualitative assessment. As part of the qualitative assessment, if, after assessing the totality of events or circumstances, the Company 
determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, additional impairment testing is not 
required. Goodwill impairment is measured by comparing the fair value of a reporting unit with its carrying value. The impairment test was based on a 
valuation performed by management. Judgments and assumptions used in the discounted cash flow model which included projected net cash flows from 
operations, short-term and long-term growth rates, weighted average cost of capital, interest, capital expenditures, cash flows, and market conditions. We 
identified the goodwill impairment analysis as a critical audit matter.
The principal considerations for our determination that the goodwill impairment assessment is a critical audit matter are the high degree of auditor 
judgment, effort and subjectivity in performing procedures and evaluating management’s fair value estimate, which included projected net cash flows 
from operations, estimated weighted average cost of capital and short-term and long-term growth rates for the reporting units. Given the subjective nature 
and judgment applied by management, auditing these estimates required a high degree of auditor judgment and an increased extent of effort, including the 
use of our valuation specialist.
Our audit procedures related to the annual goodwill impairment analysis of the reporting units included, among others, the following:
●
We evaluated the appropriateness of the discounted cash flow model; tested the completeness, accuracy and relevance of underlying data used in 
the model; and evaluated the reasonableness of significant assumptions used by management, including projected net cash flows from 
operations, estimated weighted average cost of capital and short-term and long-term growth rates for the reporting units. Our evaluation involved 
evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, 
(ii) the consistency with external market and industry data, and (iii) the consistency of the assumptions used with evidence obtained in other 
areas of the audit.
●
We utilized a valuation specialist to assess the appropriateness of the impairment methodology used and to assist us with testing the 
appropriateness of the discount rate used (the estimated weighted average cost of capital) in the discounted cash flow model.
/s/ FAHN KANNE & CO. GRANT THORNTON ISRAEL
FAHN KANNE & CO. GRANT THORNTON ISRAEL
Certified Public Accountants (Isr.)
Tel-Aviv, March 18, 2025
We have served as the Company’s auditor since 2022.
Certified Public Accountants
Fahn Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd
F-3

MIND C.T.I. LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
2 0 2 4
2 0 2 3
Note
U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
8a
$
4,452
$
2,958
Short-term bank deposits
8a
11,108
13,464
Marketable securities
193
182
Accounts receivable (net of allowance for credit losses of $208 and $12 as of December 31, 2024 and 
2023, respectively)
2,498
2,295
Other current assets
8b
493
538
Prepaid expenses
175
277
Total current assets
18,919
19,714
NON-CURRENT ASSETS:
Accounts receivable (net of allowance for credit losses of $200 as of December 31, 2024)
448
714
Severance pay fund
5
2,346
2,051
Deferred income taxes
7c
108
102
Property and equipment, net
2
156
216
Right-of-use assets, net
3
861
690
Intangible assets, net
4a
135
266
Goodwill
4b
7,729
7,872
Total assets
$
30,702
$
31,625
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
769
$
989
Other current liabilities and accruals
8c
1,469
1,749
Current maturities of lease liabilities
3
188
218
Deferred revenues
849
1,517
Total current liabilities
3,275
4,473
LONG-TERM LIABILITIES:
Deferred revenues
108
100
Lease liabilities, net of current maturities
3
637
424
Accrued severance pay
5
2,346
2,060
Deferred income taxes
7c
40
80
Total liabilities
6,406
7,137
SHAREHOLDERS’ EQUITY:
6
Share capital - Ordinary shares of NIS 0.01 par value – Authorized: 88,000,000 shares as of 
December 31, 2024 and 2023; Issued: 21,660,010 shares as of December 31, 2024 and 2023; 
Outstanding: 20,366,326 and 20,184,826 shares as of December 31, 2024 and 2023, respectively
54
54
Additional paid-in capital
27,904
27,776
Accumulated other comprehensive loss
(1,207)
(1,001)
Accumulated deficit
(1,572)
(1,334)
Treasury shares - 1,293,684 and 1,475,184 shares as of December 31, 2024 and 2023, respectively
(883)
(1,007)
Total shareholders’ equity
24,296
24,488
Total liabilities and shareholders’ equity
$
30,702
$
31,625
The accompanying notes are an integral part of the consolidated financial statements.
F-4

MIND C.T.I. LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands,
Note
except per share data
REVENUES:
9a
Sales of licenses
$
728
$
558
$
611
Services
20,718
21,054
20,940
Total revenues
21,446
21,612
21,551
COST OF REVENUES
Cost of sales of licenses
117
115
108
Cost of services
10,592
10,631
9,936
Total cost of revenues
10,709
10,746
10,044
GROSS PROFIT
10,737
10,866
11,507
OPERATING EXPENSES:
Research and development
3,391
3,538
3,495
Selling and marketing
1,286
1,162
965
General and administrative
1,683
1,417
1,523
Total operating expenses
6,360
6,117
5,983
OPERATING INCOME
4,377
4,749
5,524
FINANCIAL INCOME, net
9b
587
777
93
INCOME BEFORE TAXES ON INCOME
4,964
5,526
5,617
TAXES ON INCOME
7
334
359
330
NET INCOME
$
4,630
$
5,167
$
5,287
EARNINGS PER SHARE - in U.S. dollars:
9c
Basic
$
0.23
$
0.26
$
0.26
Diluted
$
0.22
$
0.25
$
0.26
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES USED IN 
COMPUTATION OF EARNINGS PER SHARE – in thousands:
9c
Basic
20,297
20,163
20,099
Diluted
20,581
20,471
20,397
The accompanying notes are an integral part of the consolidated financial statements.
F-5

MIND C.T.I. LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
NET INCOME
$
4,630
$
5,167
$
5,287
OTHER COMPREHENSIVE INCOME (LOSS):
Translation adjustments
(206)
72
(237)
TOTAL COMPREHENSIVE INCOME
$
4,424
$
5,239
$
5,050
The accompanying notes are an integral part of the consolidated financial statements.
F-6

MIND C.T.I. LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Share capital
Accumulated
Number
Additional
other
of shares
paid-in
comprehensive Accumulated
Treasury
outstanding
Amount
capital
loss
deficit
shares
Total
In thousands
U.S. dollars in thousands
BALANCE AS OF JANUARY 1, 2022
20,057
54
27,324
(836)
(1,722)
(1,094)
23,726
CHANGES DURING 2022:
Comprehensive income (loss)
-
-
-
(237)
5,287
-
5,050
Dividend paid ($0.26 per share) (Note 6c)
-
-
-
-
(5,227)
-
(5,227)
Employees share-based compensation 
expenses
-
-
258
-
-
-
258
Exercise of options issued to employees from 
treasury shares
67
-
(36)
-
-
36
-
BALANCE AS OF DECEMBER 31, 2022
20,124
54
27,546
(1,073)
(1,662)
(1,058)
23,807
CHANGES DURING 2023:
Comprehensive income
-
-
-
72
5,167
-
5,239
Dividend paid ($0.24 per share) (Note 6c)
-
-
-
-
(4,839)
-
(4,839)
Employees share-based compensation 
expenses
-
-
281
-
-
-
281
Exercise of options issued to employees from 
treasury shares
61
-
(51)
-
-
51
-
BALANCE AS OF DECEMBER 31, 2023
20,185
54
27,776
(1,001)
(1,334)
(1,007)
24,488
CHANGES DURING 2024:
Comprehensive income (loss)
-
-
-
(206)
4,630
-
4,424
Dividend paid ($0.24 per share) (Note 6c)
-
-
-
-
(4,868)
-
(4,868)
Employees share-based compensation 
expenses
-
-
252
-
-
-
252
Exercise of options issued to employees from 
treasury shares
181
-
(124)
-
-
124
-
BALANCE AS OF DECEMBER 31, 2024
20,366
54
27,904
(1,207)
(1,572)
(883)
24,296
The accompanying notes are an integral part of the consolidated financial statements.
F-7

MIND C.T.I. LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
4,630
$
5,167
$
5,287
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
186
196
193
Deferred income taxes, net
(43)
6
7
Accrued severance pay
46
46
41
Unrealized loss (gain) from marketable securities
(11)
(8)
34
Realized loss on sale of marketable securities, net
-
-
11
Employees share-based compensation
252
281
258
Changes in operating asset and liability items:
Increase in accounts receivable, net
(4)
(549)
(666)
Decrease (increase) in other current assets
42
(244)
(149)
Decrease (increase) in prepaid expenses
101
(108)
(45)
Increase (decrease) in accounts payable
(173)
20
139
Decrease in other current liabilities and accruals
(264)
(243)
(265)
Change in operation lease liability
12
12
(71)
Decrease in deferred revenues
(660)
(476)
(216)
Net cash provided by operating activities
4,114
4,100
4,558
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in marketable securities, net
-
-
(11)
Purchase of property and equipment
(10)
(64)
(130)
Severance pay funds
(55)
(53)
(61)
Proceeds from redemption of (investment in) short-term bank deposits
2,356
(1,424)
2,031
Net cash provided by (used in) investing activities
2,291
(1,541)
1,829
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend paid
(4,868)
(4,839)
(5,227)
Net cash used in financing activities
(4,868)
(4,839)
(5,227)
TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVILENTS
(43)
(27)
(77)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1,494
(2,307)
1,083
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
2,958
5,265
4,182
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR
$
4,452
$
2,958
$
5,265
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH ACTIVITIES:
Taxes paid
$
393
$
419
$
413
Interest received
$
820
$
579
$
129
Right-of-use assets recognized with corresponding lease liability
$
411
-
-
The accompanying notes are an integral part of the consolidated financial statements.
F-8

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
a.
General:
1)
Nature of operations:
MIND C.T.I. Ltd. is an Israeli company which, together with its subsidiaries (the “Company”), provides integrated products and services. 
The Company designs, develops, markets, supports, implements and operates billing and customer care systems, including consulting and 
managed services, primarily to wireless, wireline, and next-generation service providers throughout the world. The Company also provides 
a call management system used by enterprises for call accounting, traffic analysis, and fraud detection. The Company, through its 
subsidiaries, also provides enterprise and wholesale messaging.
The Company has wholly-owned subsidiaries in the United States (MIND Software Inc.), Romania (MIND Software Srl), United Kingdom 
(MIND Software Limited) and Germany (MIND CTI GmbH and Message Mobile GmbH (“Message Mobile”)).
2)
The impact of Iron Sword War (Israel-Hamas War):
On October 7, 2023, thousands of Hamas terrorists invaded Israel’s southern border towns near the Gaza Strip and carried out attacks on 
civilian and military targets that were extraordinary in scale and brutality. Hamas and other terrorist groups also launched extensive rocket 
attacks from the Gaza Strip against civilian targets in various parts of Israel. As a result, Israel declared war against Hamas, called up 
hundreds of thousands of reserve soldiers and launched an extensive military campaign against them. In parallel, there were hostilities with 
the Hezbollah terror organization in Lebanon and with the Houthi movement in Yemen. In addition, in April and October 2024, Iran 
launched directs attack on Israel involving hundreds of drones and missiles each time. There can be no assurance that the ceasefire signed 
between Israel and Lebanon in November 2024 will last or that the downfall of the Assad regime in Syria in December 2024 will lead to 
peace or stability. It is possible that hostilities with Hamas, Iran, Hezbollah, the Houthis and Syria will escalate, and that other terrorist 
organizations, including Palestinian military organizations in the West Bank, will join the hostilities. To date, the Company’s business and 
operations have not been adversely affected by the war. The Company has back-up IT systems and remote work ability that the Company 
expect will enable its operations to function well in the event of an emergency.
3)
Accounting principles:
The consolidated financial statements were prepared in accordance with Generally Accepted Accounting Principles in the United States of 
America (“GAAP”).
4)
Use of estimates in preparation of financial statements:
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the 
reported amounts of revenues and expenses during the reporting years. Actual results could differ from those estimates. The most significant 
estimates with regard to the Company`s consolidated financial statements relate to revenue recognition for projects that apply the percentage 
of completion measurement and goodwill impairment analysis.
5)
Functional currency:
The currency of the primary economic environment in which the operations of the Company and certain subsidiaries are conducted is the 
U.S. dollar (“dollar” or “$”). Most of the Company’s and its non-German subsidiaries’ revenues are derived from sales which are 
denominated primarily in dollars. In addition, the majority of the Company’s cash reserves and investments are denominated in dollars. 
Thus, the functional currency of the Company and certain subsidiaries is the dollar.
F-9

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company and certain subsidiaries’ transactions and balances denominated in dollars are presented at their original amounts. Non-dollar 
transactions and balances have been remeasured to dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign 
Currency Matters”. All transaction gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar 
currencies are reflected in the statements of operations as financial income or expenses, as appropriate.
The currency of the primary economic environment in which the operations of the Company’s German subsidiaries, Message Mobile and 
MIND CTI GmbH, are conducted is the Euro. Most of the revenues of the German subsidiaries, are denominated primarily in Euros. Thus, 
the functional currency of such subsidiaries is the Euro. For the purpose of consolidation of those subsidiaries, assets and liabilities are 
translated at year-end exchange rates and statement of operations’ items are translated at average exchange rates prevailing during the year. 
The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) in 
shareholders’ equity.
b.
Principles of consolidation:
The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries.
Inter-company balances and transactions have been eliminated in consolidation. Profits from inter-company sales, not yet realized outside 
the Company and its subsidiaries, have also been eliminated.
c.
Segment reporting:
The chief operating decision maker (the “CODM”) of the Company is the Chief Executive Officer. The CODM reviews financial 
information about revenues and operating income for the purpose of allocating resources and evaluating financial performance. The 
Company has two reporting segments, see Note 10.
d.
Cash and cash equivalents:
The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from the original date of 
deposit) that are not restricted as to withdrawal or use, to be cash equivalents.
e.
Fair value of financial instruments:
The Company records its financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for 
measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined 
as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market 
participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the 
valuation methodologies in measuring fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active, or 
other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or 
liabilities.
F-10

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company recognizes transfers among Level 1, Level 2 and Level 3 classifications as of the actual date of the events or change in 
circumstances that caused the transfers.
The Company’s financial instruments, including cash, cash equivalents, short-term bank deposits, marketable securities, accounts 
receivable, accounts payable and accruals have carrying amounts which are equal or approximate their fair value due to the short-term 
maturity of these instruments.
The measurement of cash and cash equivalents and marketable securities are classified within Level 1.
f.
Short-term bank deposits:
Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. These deposits are 
presented at cost and earn interest at market rates which present their fair value.
g.
Marketable securities:
Marketable securities are classified as “financial assets held at fair value through profit or loss” when held for trading or are designated upon 
initial recognition as financial assets at fair value through profit or loss.
Financial assets at fair value through profit or loss are shown at fair value. Any gain or loss arising from changes in fair value, including 
those originating from changes in exchange rates is recognized in profit or loss in the period in which the change occurred. Net gain or loss 
recognized in profit or loss incorporates any dividend or interest earned on the financial asset.
The Company invests in highly rated marketable securities, and its policy limits the amount of credit exposure to any one issuer. The 
Company’s investment policy requires investments to be investment grade, rated BBB- or better, with the objective of minimizing the 
potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio, based on quoted prices 
in active markets.
h.
Leases:
The Company adopted ASC 842, “Leases”. In accordance with ASC 842, the Company first determines if an arrangement contains a lease 
and the classification of that lease, if applicable, at inception. ASC 842 requires the recognition of right-of-use assets and lease liabilities for 
the Company’s operating leases.
i.
Property and equipment:
These assets are stated at cost, less accumulated depreciation and amortization.
The assets are depreciated by the straight-line method, on basis of their estimated useful life which best reflects the pattern of use.
Annual rates of depreciation are as follows:
%
Computers and electronic equipment
15-33
Office furniture and equipment
6-7
Vehicles
15
Leasehold improvements are amortized by the straight-line method over the term of the lease, which is shorter than the estimated useful life 
of the improvements.
F-11

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
j.
Intangible assets:
Intangible assets with definite lives are amortized over their estimated useful lives using the straight-line method which best reflects the 
pattern of use, at the following annual periods ranges:
Years
Core technology
10.75
Customer relationships
5.75
The recoverability of these assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flow 
expected to be generated by the assets. If the assets are considered to be impaired, the amount of any impairment is measured as the 
difference between the carrying value and the fair value of the impaired assets.
During the years ended December 31, 2024, 2023 and 2022, no impairment losses have been identified with respect to intangible assets.
k.
Goodwill:
Goodwill reflects the excess of the purchase price of subsidiaries acquired in business combination transactions over the fair value of net 
assets acquired. Under ASC 350, “Intangibles – Goodwill and Others”, goodwill is not amortized but rather tested for impairment at least 
annually or more often if indicators of impairment are present.
Events or changes in circumstances that could trigger an impairment review include macroeconomic and other industry specific factors 
including, among others, a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated 
competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for its 
overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or 
projected future results of operations.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a 
determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If, after 
assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting 
unit is less than its carrying amount, additional impairment testing is not required.
Alternatively, the Company may elect to proceed directly to the impairment test and bypass the qualitative assessment. Goodwill 
impairment is measured by comparing the fair value of a reporting unit with its carrying amount.
The Company operates in two operating segments: Billing and Related Services, and Messaging. The Company’s goodwill was related to 
those operating segments, each of which represents a whole separate reporting unit. As of December 31, 2024 and 2023, there is a balance 
of goodwill related to each of the Company’s operating segments (see Note 4b).
The Company performed the annual impairment tests as of September 30, 2024, 2023 and 2022 and did not identify any indication for 
impairment losses. The impairment test was based on a valuation performed by management. Judgments and assumptions used in the 
discounted cash flow model which included projected net cash flows from operations, short-term and long-term growth rates, weighted 
average cost of capital, interest, capital expenditures, cash flows, and market conditions.
l.
Income taxes:
The Company accounts for income taxes, in accordance with the provisions of ASC 740, “Income Taxes”, under the liability method of 
accounting. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax basis 
of assets and liabilities at enacted tax rates in effect in the year in which the differences are expected to reverse. Valuation allowances in 
respect of the deferred tax assets are provided for if, based upon the weight of available evidence, it is more likely than not that all or a 
portion of the deferred income tax assets will not be realized.
F-12

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax liabilities and assets are classified as non-current.
For uncertain tax positions, the Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is 
to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the 
position will be sustained on audit. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being 
realized upon ultimate resolution. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within 
income tax expenses.
m. Revenue recognition:
The Company generates its revenues from software licensing, sales of professional services including integration and implementation, 
maintenance services, managed services and mobile messaging services.
The Company applies ASC 606, “Revenue from Contracts with Customers”. Under ASC 606, revenue is measured as the amount of 
consideration the Company expects to be entitled to, in exchange for transferring products or providing services to its customers and is 
recognized when performance obligations under the terms of contracts with the Company’s customers are satisfied. ASC 606 prescribes a 
five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate 
performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance 
obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied.
Deferred revenues include unearned amounts received from customers (mostly for ongoing maintenance and customizations performed for 
existing customers) but are not yet recognized as revenues. Such deferred revenues are recognized as described below.
The Company applies the provisions of ASC 606, as follows:
i)
Sale of standard licensed products
evenue from perpetual licenses is classified as software license revenue. Software license revenue is recognized as a point in time upon 
transfer of control to the customer which usually occurs when the licensed product and the utility that enables the customer to access 
authorization keys is delivered, provided that a signed contract has been received.
ii)
Services
Revenues from ongoing maintenance and support fees are recognized over time on a pro-rated basis over the duration of the contract. 
Revenues earned from time and material arrangements, usually based on pre agreed monthly rates, recognized over time, based on the 
duration of the contract and the service time provided to date.
Ongoing work on customizations performed for existing customers is generally provided on a fixed price basis and as such revenue is 
recognized when the related services are performed.
Contracts may include a combination of the Company’s various products and services offerings, software, consulting services, and 
maintenance. For contracts with multiple performance obligations, the Company accounts for individual performance obligations separately 
if they are distinct. Significant judgment may be required to identify distinct obligations within a contract.
The total transaction price is allocated to the individual performance obligations based on the ratio of the relative established standalone 
selling prices (SSP), or the Company’s best estimate of SSP, of each distinct product or service in the contract. Revenue is then recognized 
for each distinct performance obligation.
F-13

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Measuring Progress towards Completion
Where a performance obligation is satisfied over time for an upgrade or implementation project that requires significant customer 
modifications and complex implementation, revenue is recognized over time, as the Company’s performance does not create an asset with 
an alternative use and the Company has an enforceable right to payment, including a reasonable profit, based on the percentage of 
completion using the input method. This method relies on the Company’s internal measure of progress, compared to the total effort to 
complete the modifications and implementation utilizing direct labor as the input measure. Estimates are based on the total number of hours 
performed on the project, compared to the total number of hours expected to complete the project. The estimate of the total number of hours 
to complete a project is inherently judgmental and depends upon the complexity of the work being undertaken, the customization being 
made to software and the customer environment being interfaced to. The scope of projects frequently changes, consequently, the judgement 
of total estimate at completion is subjected to a high level of review at all stages in a project life cycle.
Managed Services
Revenues from managed services include a monthly fee for services and a right to access the Company’s software and are recorded as 
service revenues. The Company does not provide the customer with the contractual right to take possession of the software at any time 
during the period under these contracts. The monthly fee is based mainly on the number of subscribers or customers’ business volume and 
the contracts include a minimum monthly charge. These revenues are recognized over time on a monthly basis when those services are 
satisfied.
iii) Mobile Messaging Transactions
Certain of the Company’s subsidiaries in Germany provide mobile messaging services, via text messages (SMS) and IP (Internet Protocol) 
messaging channels. Revenues from mobile messaging services are recognized when the messaging service has been rendered, i.e., the 
messages are delivered to the recipient. The revenue amount is based on the price specified in the contract.
n.
Research and development expenses:
Pursuant to ASC 985-20, “Software - Costs of Software to be Sold, Leased, or Marketed”, development costs related to software products 
are expensed as incurred until the “technological feasibility” of the product has been established. Because of the relatively short time period 
between “technological feasibility” and product release, and the insignificant amount of costs incurred during such period, no software 
development costs have been capitalized.
o.
Share-based compensation:
The Company accounts for share-based compensation in accordance with ASC 718, “Compensation - Stock Compensation”, which requires 
the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to 
employees. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-
pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service 
periods in the Company’s consolidated statements of operations.
The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule using the straight-
line method over the requisite service period for the entire award, net of estimated forfeitures.
F-14

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
p.
Earnings per share (“EPS”):
Basic EPS is computed by dividing net income by the weighted average number of shares outstanding during the year, net of treasury 
shares.
Diluted EPS reflects the increase in the weighted average number of shares outstanding that would result from the assumed exercise of 
employee stock options, calculated using the treasury stock method.
q.
Treasury shares:
Treasury shares are presented as a reduction of shareholders’ equity, at their cost to the Company, under “Treasury shares”.
r.
Concentration of credit risks:
Most of the cash and cash equivalents and short-term deposits of the Company and its subsidiaries are deposited with Israeli, European and 
U.S. banks. The Company is not aware of any specific credit risks in respect of these banks.
The Company’s revenues have been generated from a large number of customers. Consequently, the exposure to credit risks relating to trade 
receivables is limited. The Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate 
allowance for credit losses.
s.
Recently issued accounting pronouncements:
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, 
“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure", (“ASU 2023-07”). ASU 2023-07 is aimed to improve 
reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In accordance with 
ASU 2023-07, public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to 
the CODM and included in each reported measure of segment profit or loss. Such disclosures are required on both an annual and an interim 
basis. In addition, the amendments in ASU 2023-07 enhance interim disclosure by requiring that all existing annual disclosures about 
segment profit or loss must be provided on an interim basis in addition to disclosure of significant segment expenses and other segment 
items. ASU 2023-07 also clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss. ASU 2023-07 
is effective in a retrospective manner, for fiscal years beginning after December 15, 2023 (the year ended December 31, 2024, for the 
Company). The Company adopted ASU 2023-07 for the year ended December 2024 with the comparative years updated to reflect additional 
disclosures. See Note 10 for further details.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-
09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on 
income taxes paid. ASU 2023-09 applies to all entities subject to income taxes. The amendments require that public business entities 
((“PBEs”) on an annual basis (i) disclose specific categories in the rate reconciliation; and (ii) provide additional information for reconciling 
items that meet a certain quantitative threshold. Specifically, PBEs are required to disclose a tabular reconciliation, using both percentages 
and reporting currency amounts, according to specific categories. Separate disclosure is required for any significant reconciling item. Also, 
ASU 2023-09 require entities to disclose on an annual basis, information about income taxes paid, including the amount of income taxes 
paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and the amount of income taxes paid (net of 
refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 
percent of total income taxes paid (net of refunds received). Also, the amendments in ASU 2023-09 eliminate certain disclosure 
requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 (the year ended December 31, 2025, for the 
Company). The Company is in the process of evaluating what impact ASU 2023-09 will have on its consolidated financial statements and 
related disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement: Reporting Comprehensive Income-Expense Disaggregation 
Disclosures (Subtopic 220-40)” (“ASU 2023-09”) to improve the disclosures about an entity’s expenses. Upon adoption, the Company will 
be required to disclose in the notes to the financial statements a disaggregation of certain expense categories included within the expense 
captions on the face of the statement of operations. The standard is effective for fiscal years beginning after December 15, 2026 (the year 
ended December 31, 2027, for the Company), with early adoption permitted. ASU 2023-09 can be applied either prospectively or 
retrospectively. The Company is in the process of evaluating what impact ASU 2024-03 will have on its consolidated financial statements 
and related disclosures.
The Company has evaluated other recently issued accounting pronouncements that are not yet effective and does not currently believe that 
any of these pronouncements will have a material impact on its consolidated financial statements and related disclosures.
F-15

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - PROPERTY AND EQUIPMENT, NET
a.
Composition of assets, grouped by major classification, is as follows:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in thousands
Computers and electronic equipment
$
1,917
$
2,148
Office furniture and equipment
158
158
Vehicles
116
116
Leasehold improvements
27
27
2,218
2,449
Less - accumulated depreciation and amortization
(2,062)
(2,233)
$
156
$
216
b.
Depreciation expenses totaled $67 thousand, $76 thousand and $77 thousand in the years ended December 31, 2024, 2023 and 2022, 
respectively.
c.
Property and equipment, net - by geographical location:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in thousands
Israel
$
64
$
88
Romania
47
58
Germany
45
70
Total
$
156
$
216
F-16

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - LEASES
The Company has entered into various non-cancellable operating lease agreements for certain office spaces. The leases have original lease 
periods expiring between 2024 and 2029. The Company does not assume renewals in its determination of the lease term unless the renewals 
are considered as reasonably assured.
The following represents the aggregate right-of-use assets and related lease liabilities from operating lease agreements for certain offices as 
recognized in the consolidated balance sheets:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in thousands
Right-of-use assets, net
$
861
$
690
Current liabilities
$
188
$
218
Long-term liabilities
637
424
Total operating lease liabilities
$
825
$
642
In December 2024, the Company entered into a new operating lease agreement of its office space in Romania which resulted in increase of 
the right-of-use asset and the lease liability in approximately $411 thousand, the lease terms is a five years period commencing in January 
2025.
The weighted average lease term and weighted average discount rate as of December 31, 2024, were as follows:
Weighted average lease term – operating lease
4.09 years
Weighted average discount rate – operating lease
8.17%
The future cash flows related to the operating lease liabilities as of December 31, 2024, were as follows:
U.S. dollars
in thousands
Years ending December 31:
2025
245
2026
241
2027
241
2028
140
2029
103
Total lease payments (undiscounted)
970
Less – discount to net present value
(145)
Present value of lease liabilities
$
825
F-17

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS
a.
Definite-lived intangible assets:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in thousands
Core technology
$
312
$
312
Customer relationships
545
545
857
857
Less – accumulated amortization
(706)
(586)
151
271
Functional currency translation adjustments
(16)
(6)
Total intangible assets, net
$
135
$
266
b.
Goodwill
Billing and
related 
services
Messaging
Total
U.S. dollars in thousands
Balance as of January 1, 2023
$
5,430
$
2,355
$
7,785
Changes during the year ended December 31, 2023:
Functional currency translation adjustments
-
87
87
Balance as of December 31, 2023
$
5,430
$
2,442
$
7,872
Changes during the year ended December 31, 2024:
Functional currency translation adjustments
-
(143)
(143)
Balance as of December 31, 2024
$
5,430
$
2,299
$
7,729
F-18

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - SEVERANCE PAY
Israeli law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other 
circumstances. The severance pay liability of the Company to its Israeli employees, based upon the number of years of service and the latest 
monthly salary, is partially covered by regular deposits with severance pay funds and pension funds, and by purchase of insurance policies; 
under labor agreements, the deposits with recognized pension funds and the insurance policies, as above, are in the employees’ names and 
are, subject to certain limitations, the property of the employees.
The Company has entered into an agreement with some of its employees implementing Section 14 of the Israeli Severance Pay Law, 1963 
and the general approval of the Minister of Labor dated June 30, 1998, issued in accordance with such Section 14. The agreement mandates 
that upon termination of such employees’ employment, all the amounts accrued in their severance funds, pension funds and by the insurance 
policies will be released to them. The severance pay liabilities and deposits covered by these plans are not reflected in the balance sheet, as 
the severance pay risks have been irrevocably transferred to the severance funds, pension funds and insurance companies.
The amounts accrued and the portions funded, with severance pay funds, pension funds and by the insurance policies, are reflected in the 
financial statements as follows:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in thousands
Accrued severance pay
$
2,346
$
2,060
Severance pay fund
(2,346)
(2,051)
Unfunded balance
$
-
$
9
The amounts of accrued severance pay as above cover the Company’s severance pay liability in accordance with labor agreements in force 
and based on salary components which, in management’s opinion, create entitlement to severance pay. The Company records the obligation 
as if it was payable at each balance sheet date on an undiscounted basis.
Withdrawals from the funds are generally made for the purpose of paying severance pay.
The severance pay expenses were $55 thousand, $53 thousand and $61 thousand in the years ended December 31, 2024, 2023 and 2022, 
respectively.
F-19

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - SHAREHOLDERS’ EQUITY
a.
Share capital:
The Company’s ordinary shares are traded in the United States on the Nasdaq Global Market, under the symbol MNDO. The Ordinary 
shares of the Company confer upon their holders the right to receive notice to participate and vote in general meetings of the Company and 
the right to receive dividends, if and when, declared.
b.
Treasury shares:
During the period between September 2008 and December 2009, the Company purchased an aggregate number of 3,165,092 ordinary shares 
for a total consideration of approximately $2.8 million. Currently, the Company does not have an active buyback plan. As of December 31, 
2024, the remaining treasury shares are 1,293,684 ordinary shares which amounted to $883 thousand. The treasury shares are mainly 
utilized by the Company to settle exercise of options by employees. During the years ended December 31, 2024, 2023 and 2022, the number 
of treasury shares were utilized is 181 thousand, 61 thousand and 67 thousand, respectively.
c.
Dividend:
Dividends paid per share in the years ended December 31, 2024, 2023 and 2022, were $0.24, $0.24 and $0.26, respectively.
The Company paid dividends to its shareholders in the total amounts of approximately $4.9 million, $4.8 million and $5.2 million during the 
years ended December 31, 2024, 2023 and 2022, respectively.
d.
Stock option plan:
In 2011, the Board of Directors and the Company’s shareholders approved a ten-year share incentive plan (the “2011 Share Incentive Plan”) 
that was further extended by the Board of Directors for an additional ten years. Under the 2011 Share Incentive Plan, options for up to 
1,800,000 ordinary shares of NIS 0.01 par value can be granted to employees, directors, consultants or contractors of the Company and its 
subsidiaries.
Each option can be exercised to purchase one ordinary share. Immediately upon issuance, the ordinary shares issuable upon the exercise of 
the options will confer their holders the same rights as the other ordinary shares.
The Board of Directors determines the exercise price and the vesting period of the options granted. The outstanding options granted under 
the abovementioned plan vest over 2-4 years on service basis. Options not exercised will expire five years after the day of grant.
The compensation costs charged against income for the 2011 Share Incentive Plan were comprised as follows:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
Cost of revenues
$
52
$
60
$
63
Research and development expenses
163
180
159
Selling and marketing expenses
3
3
1
General and administrative expenses
34
38
35
$
252
$
281
$
258
Under Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 (the “Israeli Tax Ordinance”), pursuant to an election made by 
the Company thereunder, Israeli employees (except for employees who are deemed “Controlling Members” under the Israeli Income Tax 
Ordinance) are subject to a lower tax rate of 25% on part of the capital gains accruing to them in respect of Section 102 awards. However, 
the Company is not allowed to claim as an expense for tax purposes the amounts credited as income for tax purposes to such employees.
F-20

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1)
The following is a summary of the status of the 2011 Share Incentive Plan as of December 31, 2024, 2023 and 2022, and changes during the 
years ended on those dates:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
Number
Weighted 
average 
exercise
price
Number
Weighted 
average 
exercise
price
Number
Weighted 
average 
exercise
price
Options outstanding at the beginning of 
year
501,000
$
0.003
452,500
$
0.003
269,500
$
0.003
Changes during year:
Granted (a)
200,000
$
1.972
132,000
$
0.003
304,000
$
0.003
Exercised
(181,500)
$
0.003
(60,500)
$
0.003
(67,000)
$
0.003
Forfeited
(26,000)
$
0.003
(15,000)
$
0.003
(54,000)
$
0.003
Expired
(4,000)
$
0.003
(8,000)
$
0.003
-
$
0.003
Options outstanding at the end of year
489,500
$
0.807
501,000
$
0.003
452,500
$
0.003
Options exercisable at the end of year
21,000
$
0.003
30,000
$
0.003
25,500
$
0.003
Weighted average grant date fair value of 
options granted during the year (b)
$
0.09
$
1.28
$
1.58
(a) In the year ended December 31, 2024, the options were granted to the Company’s Chief Executive Officer with an exercise price equal to the average 
closing price per share of the Company’s ordinary shares on the Nasdaq Stock Market during the 30 trading day period immediately preceding the 
date of grant of such option. In the years ended December 31, 2023 and 2022, the options were granted with an exercise price equal to par value of 
NIS 0.01 ($0.003).
(b) The fair value of each stock option granted is computed on the date of grant according to the Black-Scholes option pricing model with the following 
assumptions:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
Dividend yield
12.31%
10.48%
9.69%
Expected volatility*
25.79%
51%
30%
Average risk-free interest rate
4.14%
4.53%
1.99%
Expected average term - in years
3.88
3.88
3.88
*
Volatility is based on the historical volatility of the Company’s share price for periods matching the expected term of the option until exercise.
As of December 31, 2024, there were approximately $291 thousand of total unrecognized compensation costs, net of expected forfeitures, 
related to unvested share-based compensation awards granted under the 2011 Share Incentive Plan. The costs are expected to be recognized 
over a weighted average period of 0.96 years.
F-21

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2)
The following table summarizes information about outstanding options and exercisable options as of December 31, 2024:
Options Outstanding
Options Exercisable
Number
Weighted
Number
Weighted
outstanding
average
Weighted
exercisable
average
Weighted
Range of
at
remaining
average
at
remaining
average
exercise
December 31,
contractual
exercise
December 31,
contractual
exercise
prices
2 0 2 4
life
price
2 0 2 4
life
price
Years
Years
$
0.003 - 1.972
489,500
3.5
$
0.807
21,000
1.29
$
0.003
The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 were approximately $372 thousand, 
$129 thousand and $184 thousand, respectively. As of December 31, 2024, the aggregate intrinsic value of the outstanding options is $968 
thousand, and the aggregate intrinsic value of the exercisable options is $42 thousand.
NOTE 7 - TAXES ON INCOME
a.
Israeli corporate tax
1)
Tax benefits under the Law for the Encouragement of Industry (Taxes), 1969:
The Company is an “Industrial Company”, as defined by this law. As such, the Company is entitled to claim depreciation at increased rates 
for equipment used in industrial activity, as stipulated by regulations published under the Income Tax (Inflationary Adjustments) Law, 
1985.
2)
Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”):
On February 18, 2018 and on February 16, 2022, the Company received a status of “Technologic Preferred Enterprise” as defined under the 
Investment Law (the “Approvals”). In accordance with the Approvals, starting in 2017 and until 2026, income originating from granting the 
right of use as defined in the Approval, will be defined as Technologic Preferred Income, as defined under the Law, and will be subject to a 
tax rate of 7.5%. The reduced tax rate applies only with respect to the revenue attributable to the portion of intellectual property developed 
in Israel. The Preferred Technological Income is calculated for each tax year by applying the “Nexus” formula as detailed in the Israeli 
regulations.
Dividends distributed from income which is attributed to a “Technologic Preferred Enterprise” will be subject to withholding tax of 20%, 
subject to a reduced tax rate under the provisions of an applicable double taxation treaty.
b.
Other applicable tax rates:
1)
Income from other sources in Israel
The tax rate relevant to corporates in Israel is 23%.
2)
Income of non-Israeli subsidiaries
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.
F-22

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c.
Deferred income taxes:
1)
Provided in respect of the following:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in thousands
Research and development expenses, which are recognized for tax purposes over three years
$
87
$
95
Carryforward tax losses, see (2) below
880
1,134
Other
21
7
Less - valuation allowance, see (2) below
(880)
(1,134)
$
108
$
102
Deferred income tax assets are presented in the balance sheet among non-current assets. Also, as of December 31, 2024 and 2023, the 
Company has deferred income tax liability in the amount of $40 thousand and $80 thousand, respectively, which is calculated on temporary 
difference on intangible assets, which were recorded as a part of Message Mobile’s acquisition. Deferred income tax liability is presented in 
the balance sheet among long-term liabilities.
2)
As of December 31, 2024 and 2023, the Company has provided valuation allowances in respect of certain deferred tax assets in certain 
subsidiaries resulting from tax losses carryforward due to uncertainty concerning their realization.
d.
Taxes on income included in the statements of operations:
1)
As follows:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
Current:
In Israel
$
252
$
308
$
335
Outside Israel
125
45
(12)
377
353
323
Deferred:
In Israel
(6)
12
1
Outside Israel
(37)
(6)
6
(43)
6
7
$
334
$
359
$
330
F-23

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2)
Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in 
Israel (see b. above), and the actual tax expense:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
Income before taxes on income, as reported in the statements of operations*
$
4,964
$
5,526
$
5,617
Theoretical tax expense
1,142
1,271
1,292
Less - tax benefits arising from Technologic Preferred Enterprise status, see a. above
(583)
(757)
(797)
559
514
495
Increase (decrease) in taxes resulting from other differences:
Disallowable deductions
120
140
20
Taxes on income from previous years
(44)
(88)
(80)
Changes in valuation allowance
(229)
(178)
(119)
Other
(79)
(29)
14
Taxes on income for the reported years:
$
334
$
359
$
330
*As follows:
Taxable in Israel
$
3,757
$
4,830
$
5,144
Taxable outside Israel
1,207
696
473
$
4,964
$
5,526
$
5,617
e.
Tax assessments:
The Company received final tax assessments through the 2021 tax year.
F-24

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - SUPPLEMENTARY BALANCE SHEET INFORMATION
a.
Cash, cash equivalents and short-term bank deposits:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in
thousands
Cash
$
2,960
$
2,187
Cash equivalents
1,492
771
Total cash and cash equivalents
$
4,452
$
2,958
Short-term bank deposits*
$
11,108
$
13,464
*
The average interest rate on short-term deposits is 5.09% and 6.05%, as of December 31, 2024 and 2023, respectively.
b.
Other current assets:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in
thousands
Government institutions
$
135
$
114
Employees
10
9
Interest receivable
258
344
Sundry
90
71
$
493
$
538
c.
Other current liabilities and accruals:
December 31,
2 0 2 4
2 0 2 3
U.S. dollars in
thousands
Payroll and related expenses
$
801
$
814
Government institutions
194
135
Accrued vacation pay
77
68
Accrued expenses and sundry
397
732
$
1,469
$
1,749
F-25

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - SELECTED STATEMENT OF OPERATIONS DATA
a.
Revenues:
1)
The Company’s revenues derive from the sale of software products and services in two operating segments, see Note 10. The Company has 
three product lines: (i) product line “A” - billing and customer care solutions for service providers; (ii) product line “B” - call accounting 
and call management solutions for enterprises; and (iii) product line “C” - mobile messaging and communication solutions. Product lines 
“A” and “B” relate to the billing and related services reporting segment and product line “C” relates to the messaging reporting segment.
The following table sets forth the revenues classified by product lines:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
Product line “A”
$
11,765
$
11,497
$
11,545
Product line “B”
1,851
2,127
2,343
Product line “C”
7,830
7,988
7,663
$
21,446
$
21,612
$
21,551
2)
The following table sets forth the geographical revenues classified by geographical location of the customers:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
The Americas
$
8,508
$
7,897
$
8,536
Europe
11,402
11,633
11,382
Israel
1,061
920
825
Other
475
1,162
808
$
21,446
$
21,612
$
21,551
b.
Financial income, net:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
Income:
Interest on bank deposits and short-term investments
$
750
$
737
$
262
Non-dollar currency gains, net
-
50
-
Unrealized gain from marketable securities
11
8
-
Other financial income
9
10
58
770
805
320
Expenses:
Non-dollar currency losses, net
(159)
-
(99)
Unrealized loss from marketable securities
-
-
(34)
Realized loss from sale of marketable securities
-
-
(11)
Bank commissions and charges
(24)
(27)
(23)
Other financial expenses
-
-
(60)
(183)
(27)
(227)
$
587
$
777
$
93
F-26

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c.
Earnings per ordinary share (“EPS”):
The following table sets forth the computation of the Company’s basic and diluted EPS:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
In thousands
Weighted average number of shares issued and outstanding - used in computation of basic EPS
20,297
20,163
20,099
Incremental shares from assumed exercise of options
284
308
298
Weighted average number of shares used in computation of diluted EPS
20,581
20,471
20,397
In the years ended December 31, 2024, 2023 and 2022, options that had an anti-dilutive effect were not taken into account in computing the 
diluted EPS. The number of options that could potentially dilute EPS in the future and were not included in the computation of diluted EPS 
is 200,000, none and none, for the years ended December 31, 2024, 2023 and 2022, respectively.
NOTE 10 - REPORTABLE SEGMENTS
The Company applies ASC 280, “Segment Reporting”. ASC 280 establishes standards for reporting information about operating segments. 
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated 
regularly by the CODM in deciding how to allocate resources and in assessing performance. The Company’s revenues are derived from two 
reportable segments: (i) Billing and Related Services segment which comprise of two product lines (billing and customer care solutions for 
service providers and call accounting and call management solutions for enterprises) and (ii) Messaging segment which derives revenues 
from mobile messaging and communication solutions. for further information see Note 9a above.
As described in Note 1c, the CODM of the Company is the Chief Executive Officer. The CODM allocates resources to and assesses the 
performance of each operating segment using information about the operating segment’s revenue and operating results, among others by 
comparing the actual results of each segment to historical results and the annual budget and the expected results. The CODM does not 
evaluate operating segments using assets or liabilities information.
Revenue and expenses are generally directly attributed to our segments. These expenses include employment compensation, telecom service 
providers fees, overhead and related costs, software license fees to third parties, consumer hardware product costs, and legal-related costs. 
Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance 
measures of the operating segments.
Beginning in 2024 annual reporting, the Company adopted ASU 2023-07 retrospectively. The following table sets forth the Company 
segment information of revenue, expenses, and operating income:
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
Billing and Related Services:
Revenues
$
13,616
$
13,624
$
13,888
Employment compensation (1)
(6,903)
(6,908)
(6,763)
Other segment expenses (2)
(2,662)
(2,093)
(2,020)
Operating income
$
4,051
$
4,623
$
5,105
Years Ended December 31,
2 0 2 4
2 0 2 3
2 0 2 2
U.S. dollars in thousands
Messaging:
Revenues
$
7,830
$
7,988
$
7,663
Telecom services (3)
(6,620)
(6,917)
(6,184)
Other segment expenses (4)
(884)
(945)
(1,060)
Operating income
$
326
$
126
$
419
(1) Includes employee payroll, bonuses, share-based compensation, and other employee related benefits.
(2) Includes expenses for software license fees to third parties, consumer hardware product costs, and legal-related costs and other expenses.
(3) Include enterprise and wholesale messaging costs.
(4) Includes expenses for employment compensation, overhead and related costs, and amortization of intangible assets.
Revenues from one customer of the Company’s billing and related services segment represent approximately 11%, 12% and 12% of the 
total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
F-27

MIND C.T.I. LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - RELATED PARTIES
a.
Balances
As of December 31, 2024 and 2023, the Company had a short-term accrual in the amount of $232 thousand, pursuant to the compensation 
policy regarding the outgoing Chief Executive Officer’s annual bonus. Also, as of December 31, 2024, the Company had a short-term 
accrual in the amount of $165 thousand, for post-retirement benefits of the outgoing Chief Executive Officer.
b.
Transactions
During the years ended December 31, 2024, 2023 and 2022, the Company recorded salary expenses, cash bonus and directors’ fees to its 
related parties in the amount of $762 thousand, $598 thousand and $615 thousand, respectively.
NOTE 12 - SUBSEQUENT EVENT
a.
Acquisition of Aurenz GmbH (“Aurenz”)
On January 9, 2025 (the “Closing Date”), the Company acquired 100% of the outstanding shares of Aurenz, a leading provider of unified 
communications (UC) analytics and call accounting solutions, for a total consideration of approximately $1.88 million in cash. Immediately 
following the transaction, Aurenz became a wholly-owned subsidiary of the Company.
The acquisition of Aurenz will be accounted for using the purchase method. The $1.88 million purchase price for the acquisition is 
composed of the following amounts: a $1.7 million payment in cash which was paid on the Closing Date and $0.18 million is in holdback 
for a period of 15 months following the Closing Date.
b.
Dividend
On March 4, 2025, the Company declared a cash dividend to its shareholders in the amount of approximately $4.5 million ($0.22 per share).
F-28

Exhibit 8
LIST OF SUBSIDIARIES
Name of Subsidiary
Jurisdiction of Incorporation
MIND Software SRL
Romania
MIND Software, Inc.
Delaware
MIND Software Limited
United Kingdom
MIND CTI GmbH
Germany
Message Mobile GmbH
Germany
Aurenz GmbH
Germany

Exhibit 11.2
MIND C.T.I. LTD.
INSIDER TRADING POLICY
Last approved by the Board of Directors on March 04, 2025
This policy sets forth guidelines for all directors, officers and employees (“insiders”) of MIND C.T.I. Ltd. (“MIND”) and its subsidiaries, with respect to 
transactions in MIND securities. This policy arises from MIND’s responsibilities as a public company listed on the Nasdaq Stock Market. Failure to 
comply with these guidelines could result in a serious violation of the securities laws by you and/or MIND and can involve both civil and criminal 
penalties. It is important that you review this policy carefully and that you be aware that it is a serious offense in the United States to trade on or disclose 
information that could affect the price of the Company’s ordinary shares if such information has not been generally disclosed and disseminated. In 
addition, any breaches of these rules will adversely affect the integrity and reputation of the Company.
As you may know, law enforcement officials in the United States have been vigorously pursuing violations of applicable insider trading laws, which in 
general prohibit the purchase or sale of a company’s securities while in possession of material information that has not been publicly disclosed. In 
addition, individuals outside the Company who receive and trade on inside information will also be deemed to have violated the law. If companies like 
ours do not take active steps to adopt preventive policies and procedures covering securities trading by its personnel, the consequences could be severe.
In addition to responding to the directives of the insider trading legislation, we are adopting this Policy Statement to avoid even the appearance of 
improper conduct on the part of anyone employed by or associated with our Company. We have all worked hard to establish the Company’s reputation 
for integrity and ethical conduct. Compliance with this Policy Statement will help to avoid situations which could tarnish this important corporate asset.
This will confirm that all personnel of the Company must be aware of and comply with the following policies and practices which arise from our 
responsibilities as a public company:
Confidential information. Unauthorized disclosure of internal information relating to the Company could cause competitive harm to the Company and 
in some cases could result in liability for the Company.
a. Unauthorized disclosure. Regardless of the motive or purpose involved, Company personnel should not discuss internal information about 
the Company with anyone outside the Company, except as required in the performance of regular Company duties.
b. Communications with the media and with investors. Communications on behalf of the Company with the media, securities analysts and 
other investors must be made only by specifically designated representatives of the Company. Unless you have been expressly authorized to make such 
communications, if you receive any inquiry relating to the Company from the media, a securities analyst or an investor, you should decline commenting 
and refer the inquiry to the Company’s Chief Financial Officer or Chief Executive Officer.

c. Safeguarding confidential information. Care must be taken to safeguard the confidentiality of internal information. For example, sensitive 
documents should not be left lying on desks, and visitors should not be left unattended in offices containing internal company documents.
No trading on the basis of material nonpublic information. If you are aware of any material information relating to the Company that has not been 
made available to the public for at least two full business days, you must not trade directly or indirectly in the Company’s securities or disclose such 
information to another person who is likely to trade in the Company’s securities.
You should assume that information is “material” if an investor might consider the information to be important in deciding whether to buy, sell, or hold 
securities of the Company. Information may be important for this purpose even if it would not alone determine an investor’s decision. Some (but not all) 
of the matters which may be material are earnings forecasts, possible acquisitions or joint ventures, acquisition or loss of a significant customer or 
contract, dividend actions, important product developments, significant financing developments, major personnel changes, major litigation developments, 
and the status of labor negotiations. We emphasize that this list is merely illustrative.
Similarly, if you are aware of nonpublic information concerning the possible acquisition by the Company of another public company, you must not 
disclose that information to persons outside of the Company and you must not trade in securities of the other company until such information has been 
publicly disclosed or until any study of such an acquisition by the Company has been permanently terminated.
Quarterly “Quiet Periods”. Because Company personnel may be deemed likely to have advance access to periodic financial and other material 
information, the Company has established a regular “quiet period” further restricting trading by Company personnel. The Company policy is that all 
personnel must refrain from trading in its securities from two weeks prior to the end of a fiscal quarter until the third business day after the Company has 
put out an earnings press release for that fiscal quarter. Similarly, all personnel must refrain from trading in its securities from two weeks prior to the end 
of a fiscal year until the third business day after the Company has put out a year-end earnings press release. Your family members must also refrain from 
trading during this period.
Preclearance of Trades. You must refrain from trading in the Company’s securities, even outside the “quiet period”, without first complying with the 
Company’s “preclearance” process. You should contact the Company’s CFO for his or her approval prior to commencing any trade in the Company’s 
securities. In case of a proposed transaction in the Company’s securities by the Company’s CFO, the CEO of the Company shall take such actions as are 
usually required of the CFO hereunder.
Derivative Trading and Short Selling. You are prohibited from trading in derivative securities of the Company and from short selling of the Company’s 
stock, unless specifically approved in advance in writing by the Company’s CEO.
Termination. The restrictions set forth in this Policy apply also following the termination of the employment or term of office, as applicable, for the 
longer of the following: (1) if you are aware of Material Nonpublic Information when your employment or term of office terminates, until such 
information ceases to be material or until the close of business on the second Trading Day following the date on which such information is properly 
disclosed to the public; and (2) if the termination of employment or term of office occurs inside a “quiet period”, until the end of such period.

Exhibit 12.1
Certification of Principal Executive Officer pursuant to 17 CFR 240.13a-14(a),
as adopted pursuant to §302 of the Sarbanes-Oxley Act
I, Ariel Glassner, certify that:
1.
I have reviewed this annual report on Form 20-F of MIND C.T.I. Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by 
this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 
15d-15(f)) for the company and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, 
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within 
those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 
external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report my conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the 
annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial 
reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to 
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal 
control over financial reporting.
Date: March 18, 2025
/s/ Ariel Glassner
Ariel Glassner
Chief Executive Officer
(Principal Executive Officer)

Exhibit 12.2
Certification of Principal Financial Officer pursuant to 17 CFR 240.13a-14(a),
as adopted pursuant to §302 of the Sarbanes-Oxley Act
I, Arie Abramovich, certify that:
1.
I have reviewed this annual report on Form 20-F of MIND C.T.I. Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by 
this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 
15d-15(f)) for the company and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, 
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within 
those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 
external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report my conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the 
annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial 
reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to 
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal 
control over financial reporting.
Date: March 18, 2025
/s/ Arie Abramovich
Arie Abramovich
Chief Financial Officer
(Principal Financial Officer)

Exhibit 13.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. § 1350,
as adopted pursuant to § 906 of the Sarbanes-Oxley Act
In connection with the annual report on Form 20-F for the fiscal year ended December 31, 2024 of MIND C.T.I. Ltd. (the “Company”) as filed with the 
U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted 
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Ariel Glassner, certify that:
●
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
●
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 18, 2025 
/s/ Ariel Glassner 
Ariel Glassner
Chief Executive Officer 
(Principal Executive Officer) 

Exhibit 13.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. § 1350,
as adopted pursuant to § 906 of the Sarbanes-Oxley Act
In connection with the annual report on Form 20-F for the fiscal year ended December 31, 2024 of MIND C.T.I. Ltd. (the “Company”) as filed with the 
U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted 
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Arie Abramovich, certify that:
●
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
●
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 18, 2025 
/s/ Arie Abramovich
Arie Abramovich 
Chief Financial Officer
(Principal Financial Officer)

Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 18, 2025, with respect to the consolidated financial statements included in the Annual Report of MIND C.T.I. 
Ltd. on Form 20-F for the year ended December 31, 2024. We consent to the incorporation by reference of said report in the Registration Statements of 
MIND C.T.I. Ltd. on Forms S-8 (File No. 333-181383; File No. 333-117054; File No. 333-100804 and File No. 333-54632).
/s/ FAHN KANNE & CO. GRANT THORNTON ISRAEL
FAHN KANNE & CO. GRANT THORNTON ISRAEL
Certified Public Accountants (Isr.)
Tel Aviv, Israel
March 18, 2025