Naoi 2025: Naoi et Luzon and the Post-Isracard Option Set
After exiting Isracard, Naoi did more than close a financial investment. It seeded Naoi et Luzon with a NIS 90 million capital note, completed a first mortgage-book acquisition, and then obtained a permit to hold up to 9.99% of Direct Finance. This is still not proof of a second earnings engine, but it is already a clear capital-allocation thesis around adjacent credit.
What This Follow-Up Is Testing
The main article framed 2025 as a proof year for Naoi's book expansion and funding discipline. This follow-up isolates the next question: what the company is doing with the room that opened outside the core business, and what kind of engine it is trying to build after exiting Isracard.
This is not just another investment line. It is a chain of four moves: a full Isracard exit, the real operating launch of Naoi et Luzon, a NIS 90 million capital note into that venture, and then, in March 2026, a permit to hold up to 9.99% of Direct Finance. Taken together, that is no longer a side note. It is a capital-allocation and adjacent-growth thesis.
What is already working is clear. Naoi did not enter this path from a position of stress. The Isracard exit generated aggregate cash proceeds of about NIS 206 million, while the company also closed 2025 having already shown that it could expand the core book and keep funding channels open. What is still missing is economic proof. At year-end, Naoi et Luzon was still based mainly on a purchased book plus immaterial new origination, and the Direct Finance permit is, for now, only regulatory optionality.
Three points matter from the start:
- The Isracard exit created proceeds and profit, but the filings do not trace shekel for shekel where that cash was deployed. It is fair to say room opened up, not that the proceeds were formally earmarked.
- Naoi et Luzon is no longer a paper entity. By September 2025 it had a license, and by December it had bank facilities, a NIS 90 million capital note, and a first acquired mortgage book.
- The Direct Finance permit does not mean Naoi already bought 9.99%. It means the company now has regulatory permission to hold up to that level, subject to the permit terms.
From Isracard to a New Option Package
The key number here is not only the realized gain. It is the size of the cash that became available. Naoi's cumulative investment cost in Isracard reached about NIS 111.657 million. In July 2025 it sold the remaining stake, 10,240,572 shares, at an average price of NIS 14.07 per share for total proceeds of about NIS 144.1 million. During the holding period it also received about NIS 62.3 million of dividends. In total, Isracard generated about NIS 206 million of cash proceeds, while total profit from the holding and exit, after tax and including dividends, reached about NIS 87.2 million.
The analytical point is not only that management monetized a profitable stake. It closed a listed financial holding in an adjacent field and replaced it with a set of less liquid but more operationally relevant options. That is a shift from financial return on a tradable stake toward partnerships, platforms, and permits in areas management appears to want to operate in more directly.
The chart below compares scale, not exact cash tracing:
What matters most is the gap between value already crystallized and capital only beginning to work in the new lane. Isracard is already realized cash and profit. Naoi et Luzon is still in the build-and-launch phase. That is why the right first reading is capital reallocation, not a second earnings engine already in place.
Naoi et Luzon Is Already a Strategic Channel, Not a Side Experiment
To understand what Naoi is building here, the sequence has to be read as one move rather than as several technical reports.
| Date | What happened | What it means in practice |
|---|---|---|
| November 24, 2024 to December 3, 2024 | The founders agreement was approved and Naoi et Luzon was formed | Naoi marked out a dedicated channel for housing loans, mortgage-backed all-purpose loans, and purchase-group financing |
| September 10, 2025 | The license was obtained through December 31, 2027 | The platform became able to operate, and the license also required the purchase of the Tria mortgage book |
| December 2025 | Agreements with two banks were signed, a NIS 90 million capital note was injected, and the loan book was purchased | The venture moved from legal setup to operating launch, with Naoi capital and bank leverage from day one |
| March 26, 2026 | Naoi received a permit to hold up to 9.99% of Direct Finance | The option set outside the core business expanded beyond the mortgage JV itself |
The most important part of the structure is that Naoi et Luzon is not framed as a passive financial holding. The founders agreement states that once joint activity begins, none of the parties will operate in the JV's activity field independently as long as it remains a shareholder. In plain terms, this is a designated channel. If Naoi wants to build a position in this adjacent mortgage-backed lane, it is supposed to do so through the venture.
The role split also tells a clear story. Naoi committed to provide capital through a capital note and to receive management fees for ongoing handling and oversight of the mortgage company. The other side is responsible for technology, operations, management, and collection. That is a way to enter the field with an operating platform already in place rather than building everything from scratch inside the parent. But it also means success depends not only on the capital Naoi provides, but also on the operating platform actually performing.
NIS 90 Million Has Already Been Deployed, but 2025 Still Does Not Prove Economics
The sharpest number in Note 7 is not only the headline commitment. It is the pace of deployment. Under the JV framework, Naoi committed to provide a capital note of up to NIS 120 million, unsecured, with principal not repayable for five years and subject to financing limitations. In practice, as of December 31, 2025, the amount actually injected was NIS 90 million.
That detail matters. By year-end, only the first capital layer had been deployed rather than the full commitment envelope. That is not proof of complete comfort, but it is a sign of discipline. Naoi opened the lane, funded the first acquisition, and still left NIS 30 million of the commitment undrawn.
The second number that needs to be read correctly is the carrying value of the investment. At year-end the investment in Naoi et Luzon stood at NIS 89.298 million. Almost all of that amount is the injected capital note, net of Naoi's NIS 702 thousand share of the 2025 loss. That is a crucial point: year-end still reflects capital placed on the table, not a new franchise that has already proven profitability.
The activity description at year-end requires the same caution. The venture was based mainly on the customer book acquired from Tria, plus new lending activity that was still not material because independent activity only began in early December 2025. So 2025 proves setup, licensing, funding, and a first acquisition. It does not yet prove scalable independent underwriting, long-run collections performance, or stable returns on capital in the new segment.
At the same time, it is important to see what has already been proven. The venture did not launch as an empty shell. It entered operation with a license, with facilities from two banks, with a Naoi capital note, and with a mortgage book actually purchased. That is not a promise. It is an operational start. It is still only a start.
Direct Finance: A Wider Menu, Not a Signed Move
The March 27, 2026 report is short, but it changes the way the picture should be read. On March 26, 2026, Naoi received a holding permit allowing it to own up to 9.99% of the issued and paid-up capital of Direct Finance, subject to the permit terms.
The importance of that report lies not in what it already proves, but in what it enables. After the Isracard exit and after launching Naoi et Luzon, Naoi is making sure it also has the regulatory ability to act through a meaningful stake in Direct Finance. That indicates management does not see 2025 as the end of the core-book story, but as a year in which a broader adjacent-credit option set opened up.
But that is exactly where the reading should stop. There is no report here about an actual purchase, price, funding source, timetable, or defined strategic role for such a holding. So the right read is not that Naoi has already built a Direct Finance position. It is that the company made sure it holds the regulatory key if and when it wants to move.
That is also why the permit matters less as an immediate earnings driver and more as a signal about Naoi's capital-allocation style. The company wants to keep more than one adjacent route open. The story is no longer only about growing the existing book. It is also about being prepared to deploy capital into nearby fields where management sees professional or commercial overlap with the core franchise.
What Will Decide the Read From Here
From here, four checkpoints matter much more than the headline around optionality:
- Checkpoint one: whether Naoi et Luzon expands independent activity beyond the purchased book, and how fast it does so without quickly consuming the remaining capital-note commitment.
- Checkpoint two: whether the venture begins to generate visible economic contribution, management fees and equity-method profit, or remains mainly a platform that still consumes capital and time.
- Checkpoint three: whether the Direct Finance permit turns into a concrete move with disclosed details, or remains an open but unused option.
- Checkpoint four: whether Naoi continues to recycle capital from matured positions into adjacent moves with clear industrial logic, or whether optionality starts expanding faster than proven returns.
Conclusion
The Isracard exit did not close a side story at Naoi. It opened a new chapter. The company ended 2025 with one listed holding already monetized and one mortgage venture already activated, and by March 2026 it had also added a regulatory permit that broadens the menu even further. That means Naoi's capital allocation has become more active and more ambitious.
The positive part is that the first move looks staged rather than reckless: a NIS 120 million commitment, NIS 90 million actually deployed, a first book acquired, and activity launched with bank funding and an existing operating platform. The less comfortable part is that the year-end numbers still describe setup and activation more than proven economics. They do not yet describe a second earnings engine that has already earned the right to absorb more capital.
Bottom line: Naoi has already opened the door to a broader adjacent-credit world. It now has to prove that the door leads to a platform that can generate returns, not just consume capital.
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