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A. HISTORY AND DEVELOPMENT OF THE COMPANY
Our History
Our legal name is Ituran Location and Control Ltd. We were incorporated under the laws
of the State of Israel in 1994 as a subsidiary of Tadiran Ltd., an Israeli-based designer and manufacturer of telecommunications equipment,
software and defence electronic systems, whose original business purpose was to adapt military-grade technologies for the civilian market.
We are mainly engaged in the area of Telematics services, consisting of stolen vehicle
recovery, fleet management services, connected cars, UBI, and other tracking services. We also provide telematics products used in connection
with our Telematics services and various other applications. We currently primarily provide our services and sell and lease our products
in Israel, Brazil, and other regions where we operate. We also provide fleet management services in other countries through distributors.
In May 1998, we completed the initial public offering of our ordinary shares in Israel
and our ordinary shares began trading on the Tel-Aviv Stock Exchange. In September 2005, we publicly offered our ordinary shares in the
United States. On May 25, 2016, we voluntarily delisted our shares from the Tel Aviv Stock Exchange, and our ordinary shares are currently
quoted only on Nasdaq under the symbol “ITRN”.
Our principal executive offices are located at 3 Hashikma Street, Azour 58001, Israel,
and our telephone number is +972-3-557-1333. Our website address is www.ituran.com (the information contained therein or linked
thereto shall not be considered incorporated by reference in this annual report). Our agent for service of process in the United States
is Ituran USA Inc.1700 NW 64th ST. SUITE 100 Fort Lauderdale, Florida 33309, and its telephone number is +1 (866) 543-5433. As a
company whose ordinary shares are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we
report publicly to the SEC. The SEC maintains an Internet site (http:// www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
In the years 2018 and 2021, we completed in two steps, the acquisition of Road Track
Holding S.L, (following transaction name was changed to Ituran Spain Holdings S.L) a telematics company operating primarily in the Latin
American region ("RTH Transaction").
Principal Capital Expenditures
We had capital expenditures of $21.8 million in 2025, $13.6 million in 2024 and of $14.2
million in 2023, primarily in Israel, Brazil and Mexico, consisting primarily of acquisitions of the operational equipment we use to provide.
We financed our capital expenditures with cash flows generated from our operations.
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B. BUSINESS OVERVIEW
Overview
We believe we are a leading provider of telematics services, consisting predominantly
of stolen vehicle recovery, fleet management services and other tracking services as well as connected car and usage base insurance (UBI).
We also provide telematics products used in connection with our telematics services. We currently primarily provide our services and sell
and lease our products in Israel, Brazil, and our other regions which we operate and also other regions through our distributers. We utilize
technologies that enable precise and secure high-speed data transmission and analysis. Some of the technology underlying our products
was originally developed for the Israeli Defence Forces.
We generate our revenues from subscription fees paid for our telematics services and
from the sale and lease of our telematics products.
We describe below the principal markets in which we compete. For a breakdown of total
revenues by category of activity and geographic market for each of the last three financial years, please see Item 5.A - Operating Results
under the caption “Revenues”.
Recent Developments
OEM with Stellantis
On May 27, 2025, we announced a new service agreement with Stellantis in South America.
The contract covers multiple countries in the region and is set for a multi-year period, with the potential for expansion to additional
markets and extended service periods. On February 25, 2026, we announced that we were selected to deliver the Connect Fiat program in
partnership with Stellantis. The agreement has an initial term of three years, with the option to extend for an additional two years.
This Program represents an expansion of our existing collaboration with Stellantis.
Strategic Partnership with BMW Motorrad
On June 12, 2025, we announced a partnership with BMW Motorrad in Brazil, through its
Brazilian subsidiary BMW Motorrad Brasil. The partnership offers BMW Motorrad riders a unique experience that combines advanced safety
and connectivity features. The service offers security technology for the customer and their motorcycle, using state-of-the-art telematics
and access to the Ituran app, with real-time location tracking, virtual geofencing, route history, risk zone heat maps, maintenance alerts,
digital service integration, and vehicle recovery services.
OEM with Renault
On November 24, 2025, we announced that we had signed an initial three year service
agreement with a new major European OEM, Renault. The contract covers multiple countries in the Latin American region and there is strong
potential for expansion to additional markets globally as well as extended service periods.
Telematics Services
In 2025, 74% of our revenues were attributable to our telematics services. As of
December 31, 2025, we provided our services in Israel, Brazil, and other countries to approximately 1,039,000, 814,000 and 777,000 subscribers,
respectively.
We have direct agreements with six major car manufacturers, and our products are
embedded in their vehicles or otherwise approved by the car manufacturers. This connection requires us to meet the highest car manufacturer
automotive standards.
Stolen vehicle recovery services
Our stolen vehicle recovery and tracking services, which we refer to as SVR services,
enable us to locate, track and recover stolen vehicles for our subscribers. Our customers include retail and commercial who subscribe
to our services directly, car manufacturers and insurance companies that either require their customers to install a security system or
offer their customers financial incentives to subscribe to SVR services such as ours. In certain countries, insurance companies directly
subscribe to our SVR services on behalf of their customers.
Fleet management services
Our fleet management services enable corporate and individual customers
to track and manage their vehicles in real time. Our services improve appointment scheduling, route management and fleet usage tracking,
thereby increasing efficiency and reducing operating costs for our customers. We market and sell our services to a broad range of vehicle
fleet operators and individual vehicle owners in different geographic locations and industries. As of December 31, 2025, we provided our
services to approximately 461,000 end-users through corporate customers in countries where we operate directly and through 26,000 distributers.
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Value-added services
The locator services that we offer allow customers to protect valuable merchandise and
equipment. We currently provide locator services in Israel, Brazil, and other regions which we operate. In addition, through a call center,
we provide 24-hour on-demand navigation guidance, information and assistance to our customers. Such services include the provision of
traffic reports, help with directions and information on the location gas stations, car repair shops, post offices, hospitals and other
facilities. We offer our concierge services to our subscribers in Israel, Brazil and other regions which we operate.
"Connected Car"- The service platform includes a back-office application, a telematics
device installed in the vehicle, mobile apps for both IOS and Android and an interface using the car infotainment screen. Such services
include information on car service history, information on some car systems, remote communication with the car in order to detect malfunctions,
and to provide pre-emptive car maintenance alerts for both mechanical failures and operational issues such as a low tire pressure alert.
The system also enables booking service appointments, both from the infotainment system interface in the system and from the user's mobile
app and additional related operational, and marketing services, as well as information analysis. "Connected Car" is operating in
Israel, Brazil, and other regions which we operate.
“Usage Based Insurance” (UBI) – we have developed a unique product
(hardware and software) that measure and analyse the driving behaviour in a verity of aspects by the driver, which enables insurance companies
to offer a tailor -made and personalized insurance policy. The UBI has already been implemented and marketed by the majority of the insurance
companies in Israel.
“Auto Financing” - A strong second-hand car market in many of our geographies
in Latin America, and new fintech start-ups as well as banks enter this segment to provide the financing in this market. However, they
need a provider of location-based and connected-car technology, such as Ituran, to monitor the car location and driver’s behaviour
and thereby decrease the risk of the car loans they make in these markets.
Telematics Products
In 2025, 26% of our revenues were attributable to the sale of our telematics products.
Our telematics products employ short - and medium-range communication between two-way wireless modems and are used for various applications,
including automatic vehicle location, which we refer to as telematics products.
Our telematics products enable the location and tracking of vehicles, as well as assets,
and are used by us primarily to provide SVR, fleet management services and UBI services to our customers. Each subscriber to our services
has our telematics end-unit installed in their vehicle. Subscribers to services for locating equipment and merchandise use our SMART and
GPS/GPRS products.
Our Services and Products
Telematics services
Stolen vehicle recovery
Our stolen vehicle recovery system is based on three main components: a telematics end-unit
that is installed in the vehicle, a network of base stations and a 24-hour manned control center. Once the control center receives indication
of an unauthorized entry into a vehicle equipped with our telematics end-unit, our operators decide whether it is a false alarm or an
actual unauthorized entry. If it is determined to be an unauthorized entry, or if a notification of the vehicle’s theft is received
directly from the vehicle operator, our operators transmit a signal that activates the transmitter installed in the vehicle. We then pinpoint
the location of the transmitter with GPRS technology as we communicate the location to our operations center and notify the relevant law
enforcement agency. In Israel, Brazil, and the other regions which we operate, we also maintain private enforcement units, which work
together with local police to recover the vehicle. In addition, we have the capability to immobilize vehicles remotely from our control
centers.
Fleet management
We offer our customers the ability to use a comprehensive application for fleet management
both by using an Internet site and workstations. Our system allows our customers 24-hour access to information on their fleets through
our active control center and we are able to tailor our system to our customers’ specific needs.
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Our solutions allow our subscribers to effectively manage and control their fleet, and
thereby to reduce their operating costs, optimize work hours and appointment scheduling and improve their services and operations. Our
system includes the following features:
• the ability to locate the fleet’s vehicles;
• continuous data communication with the fleet’s vehicles;
• real-time vehicle status indicators: speed, distance driven, direction of travel, driver name, motion start/stop, engine start/stop, speeding, diagnostic alerts, driver behaviour and more;
• recording of determined events and analysis of data over time to improve driving and vehicle use;
• remote monitoring and processing of data, such as temperature control in refrigerated or chilled compartments, time stamp, tire pressure and heat and other complementary data;
• connection to standard organization systems;
• accident notification;
• task management optimization.
Value-added services
Locator services. Our services allow consumers
to protect valuable merchandise and equipment. We provide our locator services in Israel, Brazil, and other regions which we operate.
Concierge services and Connected car. Through
a call center, we provide 24-hour on-demand navigation guidance, information and assistance to our customers. Such services include the
provision of traffic reports, help with directions and information on the location of gas stations, car repair shops, post offices, hospitals
and other facilities. We provide our concierge services to subscribers in Israel, Brazil and other regions which we operate.
“UBI” and "Connected Car". We provide
UBI services in Israel to most of insurance companies, and Connected Car services in Israel, Brazil, and other regions which we operate.
For additional information on the service, see Item 4.B. – “Information on the Company “- “Business Overview”
under the caption “Telematics Services”
Telematics products
Our telematics products are used for various applications in the telematics markets
and primarily in connection with our telematics services described above.
Our telematics products enable the location and tracking of vehicles, as well as assets
or persons, and are primarily used by us in providing our telematics services. Most of our subscribers to our services have at least one
of our end-units installed in his or her vehicle. Subscribers to services for locating persons or valuables will use our SMART and GPS/GPRS
products. Our key telematics products for telematics applications include:
■ Control Center: a center consisting of software used to collect data from various base sites, conduct location calculations and transmit location data to various customers and law enforcement agencies;
■ GPS/GPRS-based products: navigation and tracking devices installed in vehicles; and
■ SMART: a portable transmitter installed in vehicles (including motorcycles) that sends a signal to the base site, enabling the location of vehicles, equipment or an individual.
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Geographical Information
The following table lists the key services and products that we currently sell or lease in different regions
of the world:
Country Services offered Products sold
Israel SVR, Fleet Management, Value-added services, Connected Car, UBI Telematics Products
Brazil SVR, Fleet Management, Value-added services, Connected Car, Asset protection to Auto Lenders Telematics Products
Mexico, Ecuador, Colombia, Chile SVR, Fleet Management, Telematics Products
Value-added services, including Accessories, App & web page services
Connected Car
United States SVR, Telematics Products
Fleet Management,
Value-added services, Asset protection to Auto Lenders
Argentina SVR, Fleet Management, Value-added services, Connected Car Asset Tracking Telematics Products
We maintain a control center in each of the countries listed above, which is operated 24 hours a day, 365
days a year. The following is a short description of key operating statistics about our telematics services in the countries in which
we operate:
■ Israel: We commenced operations in Israel in 1995 The operations in Israel were expended through M&A transactions with local companies (following the RTH Transaction which was concluded in year 2018) as well as organic growth. We operate throughout Israel in providing services mainly through GPS/GPRS.
■ Brazil: We commenced operations in Brazil in 2000. The operations were expended through organic growth. We currently provide RF based products and services only in the metropolitan areas of Sao Paulo, Campinas, Americans and Rio de Janeiro. However, we operate throughout Brazil in providing GPS/GPRS based products and services.
■ Argentina: We commenced operations in Argentina in 2002. We currently provide to our current customers (not for new installations) RF based products and services only in the metropolitan area of Buenos Aires and during 2026 will transfer the services to GPS/GPRS. However, we also operate throughout Argentina in providing GPS/GPRS based products and services.
■ United States: We commenced operations in the United States in 2000. We provide GPS/GPRS products and services throughout the United States.
■ Mexico: We acquired the operations in Mexico in September 2018 as part of the RTH Transaction. We currently provide GPS/GPRS based products and services.
■ Ecuador: We acquired the operations in Ecuador in September 2018 as part of the RTH Transaction. We currently provide GPS/GPRS based products and services.
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■ Colombia: We acquired the operations in Colombia in September 2018 as part of the RTH Transaction. We currently provide GPS/GPRS based products and services.
■ Chile: We commenced operation in Chile in 2024. We currently provide GPS/GPRS based products and services.
Customers, Marketing and Sales
We market and sell our products and services to a broad range of customers that vary
in size, geographic location and industry. No single customer or group of related customers comprised more than 10% of our total annual
revenues in the last three years.
Our selling and marketing objective is to achieve broad market penetration through targeted
marketing and sales activities. As of December 31, 2025, our selling and marketing team consisted of [73] employees.
(A) Telematics services
Stolen vehicle recovery
Our customers in the SVR market include insurance companies, car manufactures, retail
and commercial companies. As of December 31, 2025, a majority of our subscribers use SVR services.
Our marketing and sales efforts are principally focused on five target groups: insurance
companies and agents, car manufacturers, dealers and importers, cooperative sales channels (mostly vehicle fleet operators and owners),
private fleet subscribers, and finance Institution.
We maintain marketing and sales departments in each geographical market in which we
operate. Each department is responsible for maintaining our relationships with our principal target groups. These responsibilities also
include advertising and branding, sales promotions and sweepstakes.
In Israel, we focus our marketing efforts on insurance companies and agents, dealers
and importers, cooperative sales channels (mostly vehicle fleet operators and owners) and private subscribers.
In Brazil and Argentina our marketing and sales efforts are principally focused in all
five target groups, as described above. In the United States, we believe that insurance companies do not constitute a material influence
in the marketing of SVR services or telematics products. Most of our sales in the United States are made through car dealerships and dealers
for new or used vehicles and cooperative sales channels.
In Mexico, Colombia and Ecuador we focus our marketing efforts on dealers and importers,
cooperative sales channels (mostly vehicle fleet operators and owners), private subscribers and car manufactures.
Fleet management
Vehicle fleet management systems are primarily marketed through vehicle fleets’
departments, which form a part of our regional marketing departments. We conduct in-depth research to identify companies that will gain
efficiency and cost savings through the implementation of our products and services and conduct targeted marketing campaigns to these
companies. In addition, we participate in professional conventions and advertise in professional publications and journals designed for
our target customers. Our customers in the fleet management market include small-, mid- and large-size enterprises and individuals. As
of December 31, 2025, we provided our services to approximately 461,000 end users through corporate customers and individuals in countries
where we operate.
Value-added services
“Concierge Services” - Our concierge services are provided to existing
SVR customers. A few thousands SMART devices were installed in valuable merchandise and equipment.
"Connected Car"- The service platform includes a back-office application, a telematics
device installed in the vehicle, mobile apps for both IOS and Android and an interface using the car infotainment screen. Such services
include information on car service history, information on some car systems, remote communication with the car in order to detect malfunctions,
and to provide pre-emptive car maintenance alerts for both mechanical failures and operational issues such as a low tire pressure alert.
The system also enables booking service appointments, both from the infotainment system interface in the system and from the user's mobile
app, and additional related operational, and marketing services, as well as information analysis.” Connected Car’ is operating
in regions where we operate.
“Usage Based Insurance (UBI)" – we have developed a unique product (hardware
and software) that measure and analyse the driving behaviour in a verity of aspects by the driver, which enables insurance companies to
offer a tailor -made and personalized insurance policy. The UBI has already been implemented and marketed by the majority of the insurance
companies in Israel.
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(B) Telematics products
Our telematics end-units are primarily used by us in providing our telematics services,
including, SVR, fleet management, "Connected Car" and value-added services, at the regions we operate.
Competition
We face strong competition for our services and products in each market in which we
operate. We compete primarily on technology edge, functionality, ease of use, quality, price, service availability, geographic coverage,
track record of recovery rates and response times and financial strength.
(A) Telematics services
We compete with a variety of companies in each of our markets. The major technologies
utilized by our competitors are GPS/cellular, network-based cellular, UBI and radio frequency-based homing systems. In addition, new competitors
utilizing other technologies may continue to enter the market.
Stolen vehicle recovery
■ Israel. Our primary competitors in Israel are Pointer and Skylock Ltd.
■ Brazil. Brazil is a highly fragmented market with many companies selling competing products and services (including immobilizers and other less-sophisticated vehicle security systems). Our main competitors in Brazil are Sascar, Zatix, CEABS, Car Systems, Sat-Company, 3S.
■ Argentina. Argentina is a highly fragmented market with many companies selling competing products and services (including immobilizers and other less-sophisticated vehicle security systems). Our main competitors in Argentina are LoJack Corporation, Pointer Argentina S.A., Prosegur S.A. and Megatrans S.A.
■ United States. In the United States, there are several major companies offering various theft protection and recovery products that compete with our product and service offerings, including LoJack Corporation, OnStar Corporation, Advantage GPS/Procon Analytics, Sarekon GPS, Calamp, Spireon (which also includes SysLocate and GoldStar), PassTime, Guide Point, Icon and I-Metrik SVR.
■ Colombia. Colombia is a highly fragmented market. Main companies operate under the satellite/cellular infrastructure. Our main competitors are LoJack Corporation (under Detekor Brand), Hunter, SATRACK (Local Company).
■ Mexico. Mexico is a highly fragmented market in tracking and satellite location services, in which there are multiple companies dedicated to providing comprehensive satellite tracking, fleet management and vehicle recovery solutions with GPS technology through the marketing of similar devices and technologies to ours, highly specialized in fleet management. The direct competitors are LoJack Corporation, Encontrack S.A.,On Star and Pointer Recuperación S.A.
■ Ecuador. Ecuador is highly fragmented market. Main companies operate under the satellite/cellular infrastructure. Our main competitors are Hunter (Lojack Corporation),Tracklink and Carsync.
■ Chile. Chile is highly fragmented market. Main companies operate under the satellite/cellular infrastructure. Our main competitors are companies like LoJack/Strix, Tracker Chile, Entel Ocean, Geotab, and Autocab.
We believe that we are a leading provider of telematics services in Israel, as we are
deemed a monopoly in this field; however, we are unable to provide specific market share information in the markets of our operations
for various reasons, including the broad range of services and products that compete in these markets, the non-existence of trade publications
with respect to the products and services we offer in such markets and the lack of meaningful or accurate market research or data available
to us.
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Fleet Management
The vehicle fleet management market is highly fragmented with many corporations offering
location products and services. Our major competitors are:
• Israel: Pointer Telocation, ISR, Traffilog, INET, and Skylock;
• United States: GPS Insight, Trimble, Network Fleet, Street Eagle, FleetMatics, Navtrack, Teletrac, Trim Track, FleetBoss, PassTime, Verizon, AT&T, Geotab, Fleet-Complete,Sprint, Zubie, and Spireon;
• Brazil: Sascar, Zatix, CEABS, 3S and GolSat;
• Argentina: LoJack Corporation, Megatrans SA., Sitrac S.A., American Tracer, Ubicar S.A.,Sky Cop. and YPF S.A;
• Mexico: LoJack Corporation, Encotrack, Easytrack, Geotab and Tracker;
• Ecuador: Hunter (LoJack Corporation), Tracklink, Carsync and Sherlock;
• Colombia: Satrack, Detector and Hunter.
• Chile: LoJack/Strix, Tracker Chile, Entel Ocean, Geotab and Autocab.
(B) Telematics products
Our telematics system for automatic vehicle location was based on terrestrial network
triangulation technology and GPS/GPRS and commencing from January 1st,
2026 it will gradually be consisted on GPS/GPRS solely. We primarily competes with companies that use one of three main technologies:
GPS/GPRS (in combination with telematics), network-based cellular communication and radio frequency-based homing.
Telematics products based on GPS, network-based cellular and homing technologies do
not require the construction of a separate infrastructure of base stations as with terrestrial network triangulation systems.
GPS receivers require line of sight to at least three satellites, which reduces
their effectiveness in areas where the satellite signals are subject to interference and “noise” (such as urban areas, buildings
or parking garages, forests and other enclosed or underground spaces). In addition, the satellites utilized by GPS devices are managed
by the United States Department of Defence and can be subject to forced temporary outages. The main disadvantage of homing systems is
that they provide only the general direction and not the precise location of the end-unit. In addition, homing systems require that the
vehicle be reported stolen before the tracking signal can be activated, which may result in a delay between vehicle theft and recovery.
The GPS technology can receive and transmit a massive capacity of data which enable
us to provide a better data analysis and variety of additional services.
Terrestrial network triangulation system does not require line
of sight and the signals are not easily interrupted in densely populated or obstructed areas. Also, the signals are transmitted from the
end-unit in the vehicle to a network of base stations. Therefore, in order to jam the system, receivers in each individual base station
within range of the end-unit would have to be jammed, which is difficult to accomplish. Additionally, since the primary application of
terrestrial network triangulation systems in the telematics industry is vehicle location and not continuous two-way communication,
short bursts of data are sufficient for tracking purposes, which enable the network of base stations to be deployed at a much lower density
in the coverage area than traditional network-based cellular base stations. Terrestrial network triangulation systems are capable of determining
the precise location, and not just the general direction, of a vehicle at any moment in time. Furthermore, when connected with the existing
theft protection system in the vehicle, terrestrial network triangulation systems automatically alert the control center when a vehicle
is stolen and do not require that the vehicle be reported stolen, which can potentially reduce stolen vehicle recovery times to a few
minutes. The main disadvantage of terrestrial network triangulation systems is the necessity to deploy a physical infrastructure, including
the construction, development and deployment of a network of base stations and a control center and the need to address the various financial,
legal and practical issues associated with such deployment. Any such deployment entails an investment of a sizable amount of money prior
to the receipt of any revenues.
Since our telematics end-units are primarily used by us in providing our telematics
services, the information provided above concerning our competition in this market is applicable to the competition in the telematics
products’ market as well.
Manufacturing Operations and Suppliers
Our telematics products are manufactured and assembled by a limited number of manufacturers
in Israel (including our subsidiary E.R.M) and in China. We engage with our manufacturers on a full turn-key basis, where we supply detailed
production files and materials list and receive a final product that we sell directly to our clients. Other than our dependency on manufacturing
suppliers, as described in Item 3D -“Risk Factors” above, we do not depend on a single manufacturer for the production of
our products. Our quality assurance and testing operations are performed by our manufacturers at their facilities, while using our quality
assurance and testing equipment and in accordance with the test procedures designated by us. We monitor quality with respect to key stages
of the production process, including the selection of components and subassembly suppliers, warehouse procedures, assembly of goods, final
testing, packaging and shipping. We are ISO 9001 certified. Some of our products are within the highest car manufacture automotive standard.
We believe that our quality assurance procedures have been instrumental in achieving the high degree of reliability of our products.
Several components and subassemblies included in our products are presently obtainable
from a single source or a limited group of suppliers and subcontractors. We maintain strong relationships with our manufacturers and suppliers
to ensure that we receive an adequate supply of products, components and raw materials at favourable prices and to access their latest
technologies and product specifications.
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Proprietary Rights
We seek to protect our intellectual property through patents, trademarks, contractual
rights, trade secrets, know-how, technical measures and confidentiality, non-disclosure and assignment of inventions agreements and other
appropriate protective measures to protect our proprietary rights in the primary markets in which we operate. The continued use of some
licenses granted by third parties to use their intellectual property is material to our business. Please refer to Item 3D. – Risk
Factors, under the caption “We rely on some intellectual property that we license from third parties, the loss of which could preclude
us from providing our SVR services or market and sell some of our telematics products, which would adversely affect our revenues” above.
We typically enter into non-disclosure and confidentiality agreements with our employees
and consultants. We also seek these protective agreements from some of our suppliers and subcontractors who have access to sensitive information
regarding our intellectual property. These agreements provide that confidential information developed or made known during the course
of a relationship with us is to be kept confidential and not disclosed to third parties, except in specific circumstances.
Our stolen vehicle recovery system is based on three main components: (i) a telematics
end-unit that is installed in the vehicle, (ii) (for RF technology based telematics units) a network of base stations that relay information
between the vehicle location units and the control center, certain components of which were developed by third parties and are currently
licensed to us and (iii) a 24-hour manned control center consisting of software used to manage communications and the exchange of information
among the hardware components of the telematics system, certain components of which were developed by third parties and licensed to us.
“Ituran” and “Mr. Big” and the related logos are our trademarks,
the former has been registered in Israel, Hong Kong and as a European Union and the latter has been registered in Israel. “Mapa”
trademark and its related logos were sold as part of the sale of Mapa to an unrelated party to us.
Environmental, Social and Governance (ESG) Practices
As a global brand with material social and economic influence, we recognize that our
success can only be built alongside the success of our stakeholders, including, our users, partners, and employees. We aim to achieve
high ESG standards while continuing to develop our business and executing on our strategy.
We conduct our business activities and develop policies based on a firm commitment to
ethical practices and corporate governance best practices. This includes the “code of business conduct and ethics” and anti-bribery/corruption
area where we have a policy of zero tolerance for corruption. This also includes a “Whistle Blower” procedure whose purpose
is to dissuade and to prevent illegal activity and conduct of business that may harm our good reputation. Our code of business conduct
and ethics, and the Whistle Blower procedure are published in our website.
We promote and support fair social and economic opportunities in the professional services
global market. We recognize that there are systemic and cultural biases, caused by age, gender, race, ethnicity, sexual orientation, religion,
or ability, and we know these biases can reduce the accessibility to opportunities on a global scale. It is our mission to reduce these
accessibility gaps worldwide through our services, the programs we support, and the partners with whom we work. We invest resources into
data privacy and how we can protect our users by, among other things, building key infrastructures and policies to safeguard the data
on our platform and the privacy of our users.
We advance fairness and transparency in our workforce and we promote and implement fair
labor practices and employees' human rights throughout our organization. We respect data privacy relating to our employees. We act to
prevent sexual harassment and workplace bullying. We also implement non-discriminatory hiring and promotion practices and actively pursue
gender diversity in our workforce.
We value and celebrate diversity within our community. Our work environment seeks to
foster an inclusive culture, where our employees feel challenged and in possession of the tools to thrive at work. We are continuously
learning and looking at ways to continue to create an environment that is an inclusive place of work. Furthermore, we recognize the importance
of environmental matters.
In addition, we also have an “environmental policy”. This policy sets goals
in terms of preserving the environment, raising employee's awareness and developing and promotion products that will help our customers
to save fuel and as a result to reduce waste, air pollution and gas emissions greenhouse. We also adopted a “Code of conduct of
Ituran's Suppliers and Agents” which sets high standards in choosing our suppliers, In terms of business honestly, ethically and
quality drive. Our environmental policy and the Code of conduct of Ituran's Suppliers and Agents our both published in our website at
https://www.ituran.com/.
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Regulatory Environment
In order to provide our SVR services in the locations where we currently operate, we
need to obtain four primary types of licenses and permits: (i) product specific licenses (commonly known as type approvals), which
enable us to use the equipment necessary for our services, and (ii) a general commerce license, which allows us to offer our services
to the public.
The telecommunication services and frequency license and general commerce licenses we
require are granted by the applicable national agency regulating communications in the markets in which we operate, specifically, the
Ministry of Communication, in Israel, Anatel. Agencia Nacional de Telecomunicatoes in Brazil. Modernization Ministry in Argentina
and the Federal Communications Commission in USA. The product specific licenses we require are granted in Israel by the Ministry of Communication,
in Brazil by IBRACE (the Instituto Brasileiro de Certificatao de Productos para Telecominicatoes), in Argentina by the Autoridad Federal
de Tecnologias de la Información y las Comunicaciones, in the United States by the Federal Communications Commission, and Ministry
of Information Technology and Communications and Regulatory Communications Commission in Colombia. In Mexico, the regulatory authority
is the Federal Telecommunications Commission, however, because of the type of services we provide, we are not obligated entities. In Ecuador's
case, the regulatory body is the Telecommunications Regulatory and Control Agency, however, we are not subject to either.
In Brazil, the general commerce licenses, such as the city permits, are granted by the
local municipalities and other specific entities, depending on the licenses required.
Our frequency licenses in all of the locations where we operate are “secondary”
or “joint”, which means that the government may grant another person or persons, typically a cellular operator, a primary
license to the same frequencies and, to the extent our operations interfere with the operations of the other person, we would have to
modify our operations to accommodate the joint use of the frequencies. All of these licenses are also subject to revocation, alteration
or limitation by the respective authority granting them. While any events that would cause us to change frequencies or to modify our operations
could have a material adverse effect on us, we do not believe that this is a likely event in any of the locations where we provide our
SVR services.
In Israel, frequency license following new regulations since October 2022, there
is no need any more for the extension of our frequency license, and registration with a specific registrar is sufficient. Our frequency
licenses in Brazil will expire in 2034. We have options to extend all of our frequency licenses for periods ranging from three-
to ten-years. A renewal application in Brazil will be submitted 6 months before the frequency license expiration date, to provide us a
new license for a period of ten (10) years. In Argentina, on July 15, 1999, the SECOM (Secretary of Communication dependent of Economy
Ministry) granted us a license to provide services in a Secondary Band. On December 2015, SECOM was converted into the Modernization Ministry,
with ENACOM (National Communication Entity) which is a decentralized entity that works within the scope of the Modernization Ministry.
Nevertheless, our frequency is still authorized, there is a new entrant with ENACOM
Authorization to provide LTE service. If this entrant starts the activity, we will face an incompatibility situation. We received the
authorization from ENACOM to use a 12-month trial in Band 8 902-905/947-950 MHz bands additionally to our current frequencies. During
this period, we will perform a test to obtain a definitive authorization. Due to the Covid-19 Pandemic we have not managed an extension
to the trial period so as not to compromise future network development. We have decided to wait for a formal request from ENACOM
to start again with this trial.
On December 9, 2016, we were informed that one of the cellular providers in Argentina,
which shares some of our frequencies, intends to implement on them 4G cellular service. Such service was implemented, without causing
interference that may prevent the provision of our SVR service in Argentina.
We are negotiating with ENACOM to define new frequency which we will migrate into. Subject
to the applicable laws, and ENACOM decision, the migration process may take few years and will be determined by ENACOM. We have decided
to continue waiting for a formal request from ENACOM to restart this trial.
Whereas we intend to fully use the GPR/GPRS technology and not the RF technology from
2026 onwards we will not need for our services erection of transmission antennas (our base sites). Therefore, we will not
any permits for such base stations anymore.
ANATEL permits are required only for sites where we have transmission equipment, and
we have obtained all the permits required with this agency. Special IBAMA permits need to be obtained only for ground sites which are
located in certain preservation areas. We have few sites of this kind, most of them are collocated sites where we pay for the right of
use and permits are undertaken by the landowner. Fire Department permits are required only for equipment rooms, and we have not applied
for any as of this date. COMAR permits are needed only for a very few of our sites, most of which are collocated.
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In Colombia we have to pay 2.2% on the annual gross income generated by the provision
of our services to the Ministry of Information Technologies and Communications (MINTIC) for use of telecommunication spectrum (resolution
0290 MINTIC) and 0.1% to Commission Regulatory of Communications (CRC) in the same terms (resolution 5807 CRC).
In Ecuador and Mexico there are no levies imposed on our activities.
We have been declared a monopoly under the Israeli Antitrust Law, 1988, in the provision
of systems for the location of vehicles in Israel. This law prohibits a monopoly from abusing its market position in a manner that might
reduce competition in the market or negatively affect the public. For instance, a monopoly is prohibited from engaging in predatory pricing
and providing loyalty discounts, which prohibitions do not apply to other companies. The law empowers the Commissioner of Competition
to instruct a monopoly abusing its market power to perform certain acts or to refrain from taking certain acts in order to prevent the
abuse. Additionally, any declaration by the Israeli Competition authority that a monopoly has abused its position in the market may serve
in any suit in which it is claimed that such a monopoly engages in anti-competitive conduct, as prima
facie evidence that it has engaged in anti-competitive behaviour. Our declaration as a monopoly in the market of “provision
of systems for the location of vehicles in Israel” was not accompanied with any instructions or special restrictions beyond the
provisions of The Economic Competition Law. Although we may be ordered to take or refrain from taking certain actions, to date we have
not been subject to such restrictions.
Other Investments
As part of our ongoing business, we are engaged and encountered by many potential investments
which may have correlation to our core business. The following are the main investments we have consummated during lastdecade
Bringg - On December 2013 the Company invested $1.4 million in
Bringg delivery technologies Ltd. (formerly Overvyoo Ltd.), an Israeli start-up company developing solutions for the management of mobile/field
workforce. In January and July 2015, we invested additional amounts of $1.1 million and $2 million, respectively. During the years 2015
- 2020, additional investors, which are not related to us, invested in Bringg a total amount of approximately $80 million, which reduced
our capital share in Bringg. During 2021, Bringg, raised an additional $100 million, which sets Bringg’s valuation at $1 billion.
Following such investment, we now hold 16.3% of Bringg’s share capital. One should not draw from the above the value
of our shareholding in Bringg.
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C. ORGANIZATIONAL STRUCTURE
In July 1995, Moked Ituran Ltd. purchased our company and the assets used in connection
with our operations from Tadiran and Tadiran Public Offerings Ltd. In September 2018, we acquired a majority of the shares of Road Track
Holding S.L.,(today Ituran Spain Holding S.L.) a telematics company operating primarily in the Latin American region.
List of Significant subsidiaries:
Name of Subsidiary Country of Incorporation Proportion of Ownership Interest
Ituran USA Holdings Inc USA 100%
Ituran USA Inc USA 85.80%
Ituran de Argentina S.A Argentina 100%
Ituran Sistemas de Monitoramento Ltda Brazil 98.75%
Ituran MOB Services LTDA Brazil 51%
Ituran servicos Ltda Brazil 98.75%
E.R.M. Electronic Systems Limited Israel 49.5%1
Ituran Spain Holding S.L Spain 100%
Ituran Road Track Monitaramento de Veiculos LTDA Brazil 100%
Road Track De Colombia S.A.S Colombia 100%
Road Track Ecuador, S.A. Ecuador 100%
Ituran Chile S.A Chile 100%
Road Track Mexico S.A. De C.V Mexico 100%
Road Track HK Telematics Limited Hong Kong 100%
E.D.T.E – Drive Technology Ltd Israel 100%
Ituran Tech Ltd Israel 100%
D. PROPERTY, PLANTS AND EQUIPMENT
As of the date of this annual report, we own and lease the following properties: An
office building of eight floors (approximately 5,356 sqm (57,651 square feet)), which was purchased by our subsidiary Ituran Sistemas
de Monitoramento Ltda (Ituran Brazil) in Sao Paulo, Brazil, and was later, on December 3, 2014 sold to Ituran Location and Control Ltd,
A building located in Rua Joao pessoa 450, Sao Caetano do Sul, Estado de Sao Paulo in Sao Paulo, Brazil in the area of approximately 36,936
square feet which was purchased by our subsidiary Ituran Road Track Monitoramento de Veiculos, Ltda which serve as an Operating center,
A building located in Avenida del Taller No.36 Col. Transito in Mexico in the area of approximately 21,132 square feet which was purchased
by our subsidiary Road Track Mexico, S.A de C.V which serve as an Operating center, a building located in Manuel Najas Oel 81 and Juan
de Selis in Quito, Ecuador in the area of approximately 24,176 square feet which was purchased by our subsidiary Road Track Ecuador, S.A
which serve as an Operating center, and a building located in Keren Ha' Yesod 15,
Tirat Ha'Carmel, Israel at the area of approximately 5,025 square feet which was purchased
by our subsidiary E.D.T.E – Drive Technology Ltd which serve as an office space and a warehouse.
Other than the property in Brazil, Ecuador and Mexico and Israel, all of our offices,
headquarters, control centers and facilities are leased in accordance with our specific needs in the areas in which we operate. Additionally,
we lease space for our base sites, in order to operate the reception and transmission stations of the system, in each area in which we
provide our SVR services.
In 2025 we leased an aggregate of approximately 66,000 square feet of office space in
Azour, Israel. In 2025, the annual lease payments for these facilities were approximately $1,461,000. The lease ends by April 2029. These
premises include our executive offices and the administrative and operational centers for our operations as well as our customer service,
value-added services and technical support centers and warehouse for the Israeli market. We also lease 1,000 square feet for a warehouse
in Tirat Ha’Carmel for $ 20,000 annually.
1 The proportion of
voting power is 51%
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In Buenos Aires, Argentina, we lease approximately 10,473 square feet for office space
for the total amount of AR$121.803.927,4 ($ 130.771) annually and approximately 3,307 square feet for our Data Center and support services
offices for AR$ 22.732.493 ($ 24.514) annually.
In Bogota, Colombia, we lease approximately 9,035 square feet for office space and Operating
center for the amount of $79,500 annually.
In Mexico City, Mexico, through our subsidiary we own a building with area of approximately
21,000 sqf which serves as an operating center and we lease a warehouse for the amount of $3,000 annually.
We leased approximately 12,916 square feet of office space, stores and warehouse in
Brazil for approximately 336,000 ($58,000) Brazilian Real annually.
In Guayaquil, Ecuador, we lease approximately 7,828 square feet
for Warehouse for the amount of $ 30,000 annually. In Quito, Ecuador, we lease approximately 3,229 square feet for Warehouse for the amount
of $ 11,700 annually. In Cuenca, Ecuador, we lease approximately 538 square feet for Warehouse for the amount of $ 3,521 annually. .
We leased approximately 9,260 square feet for our offices and control center in Florida
for an amount of $176,000 annually, the lease term automatically extends for periods of one month from March 31, 2023, and for each additional
month thereafter until the tenant provides the landlord written notice that it intends to vacate the premises with 6 months notice.
We believe that our facilities are suitable and adequate for our operations as currently
conducted. In the event that additional facilities will be required, we believe that we could obtain such facilities at commercially reasonable
rates.We do not believe that we have a legal retirement obligation associated with the operating leases for our base sites pursuant to
the relevant accounting standards, since we do not own any real property. However, we are obligated pursuant to certain of the operating
leases for our base sites, mainly for base sites in Israel, Brazil and Argentina, to restore facilities or remove equipment at the end
of the lease term. Since the restoration is limited to any construction or property installed on the property, which in our case is only
the installed antennas, we do not believe that these obligations, individually or in the aggregate, will result in us incurring a material
expense.
ITEM 4.A. UNRESOLVED STAFF COMMENTS
None.
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