LION E Mobility : Financial Document (Lion E-Mobility AG IFRS Consolidation 2023)

LION E-MOBILITY AG, ZURICH

Consolidated Financial Statements for the year ended 31 December 2023 and Report of the Statutory Auditor

Deloitte AG

Pfingstweidstrasse 11

8005 Zurich

Schweiz

Phone: [phone]

Fax: [phone]

www.deloitte.ch

Report of the Statutory Auditor

To the General Meeting of

LION E-MOBILITY AG, ZURICH

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of LION E-Mobility (the Company) and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2023 and the consolidated statement of income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2023 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and comply with Swiss law.

Basis for Opinion

We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISA) and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group in accordance with the provisions of Swiss law, and the requirements of the Swiss audit profession, as well as those of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Board of Directors' Responsibilities for the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of the consolidated financial statements, which give a true and fair view in accordance with IFRS Accounting Standards and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

LION E-Mobility AG Consolidated Financial Statements for the year ended 31 December 2023 and Report of the Statutory Auditor

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Swiss law, ISA and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on EXPERTsuisse's website at: https://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.

As part of an audit in accordance with Swiss law, ISA and SA-CH, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

LION E-Mobility AG Consolidated Financial Statements for the year ended 31 December 2023 and Report of the Statutory Auditor

• Obtain sufficient appropriate audit evidence regarding the consolidated financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on Other Legal and Regulatory Requirements

In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists, which has been designed for the preparation of the consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

Deloitte AG

Chris Krämer	Fabian Hell
Licensed Audit Expert	Licensed Audit Expert
Auditor in Charge
Zurich, 21 June 2024
CKR/FHE/jba

Enclosures

• Consolidated financial statements (statement of consolidated balance sheet, statement of consolidated profit or loss and other comprehensive income, statement of consolidated cash flows, statement of consolidated changes in equity and notes)

LION E‐Mobility Group

Consolidated balance sheet as at 31 December 2023

		in kEUR	in kEUR
	Notes	2023	2022
Revenue	6/7	56,053	53,760
Increase/(decrease) in portfolio of
contract assets other than revenue	6/7	877	(317)
Other own work capitalised	15	447	758
Other operating income	8	1,538	318
Total revenue and other income		58,915	54,519
Cost of sales		(48,330)	(46,667)
Staff costs	10	(5,679)	(3,914)
Depreciation	15/16/19	(931)	(380)
Other operating expenses	8	(4,901)	(4,176)
Earnings before interest and taxes (EBIT)		(926)	(617)
Financial income		139	58
Financial expenses		(1,503)	(142)
Share of results of associates	17	660	43
Loss before tax		(1,630)	(658)
Income taxes	11	679	(162)
Loss of the year		(952)	(820)
Attributable to equity holders of the
parent		(952)	(820)
Earnings per share
Basic/diluted earnings per share (EUR)	9	(0.08)	(0.07)

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LION E‐Mobility Group

Consolidated balance sheet as at 31 December 2023

		in kEUR	in kEUR
	Notes	2023	2022
Loss for the year	(952)	(820)
Other comprehensive (loss) / income
Exchange differences on translating
foreign operations	12	(1)
Other comprehensive (loss) / income
after tax	12	(1)
Total comprehensive (loss) / income
for the year	(940)	(821)

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LION E‐Mobility Group

Consolidated balance sheet as at 31 December 2023

		in kEUR	in kEUR
	Notes	2023	2022
ASSETS
Property, plant and equipment	15	5,217	2,221
Intangible assets	16	11,283	3,275
Right-of-use assets	15/19	1,127	1,416
Investments in associates	17	5,087	4,427
Loans and other financial assets	18	660	1,200
Deferred tax assets	11	2,117	2,290

Non-current assets		25,492	14,830
Inventories	13	13,780	6,514
Contract assets	8	74	35
Trade and other receivables	7/12	24,908	4,400
Loans and other financial assets	18	547	840
Prepayments		125	133
Cash and cash equivalents	14	4,411	3,034
Current assets
	43,845	14,957
TOTAL ASSETS
	69,336	29,786

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LION E‐Mobility Group

Consolidated balance sheet as at 31 December 2023

		in kEUR	in kEUR
	Notes	2023	2022
LIABILITIES AND SHAREHOLDERS' EQUITY
Share capital	20	1,451	1,451
Capital reserve	20	20,670	20,670
Translation reserves		(47)	(59)
Share-based payments reserve	10	551	534
Treasury shares		(8)	(59)
Loss carried forward		(9,070)	(8,122)

Total equity		13,547	14,416
Deferred tax liabilities	11	34	955
Financial liabilities	22	7,467	0
Lease liabilities	19	770	1,156
Non-current liabilities
	8,272	2,111
Lease liabilities	19	387	297
Trade payables	23	35,817	4,584
Financial liabilities	22	9,063	6,035
Other liabilities	23	1,361	1,395
Contract liabilities	8	163	30
Provisions	10/24	727	918
Current liabilities
	47,517	13,260
Total liabilities
	55,789	15,370
TOTAL EQUITY AND LIABILITIES
	69,336	29,786

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LION E-Mobility Group

Consolidated statement of changes in equity for the year ended 31 December 2023

						Share-
						based	Loss
		Share	Capital	Treasury	Translation	payments	carried
in kEUR	Notes	capital	reserve	shares	reserves	reserve	forward	Total
Balance as at 1 January
2023		1,451	20,670	(59)	(59)	534	(8,122)	14,416
Loss for the year		0	0	0	0	0	(952)	(952)
Other comprehensive loss		0	0	0	12	0	(0)	12
Share-based payments	10	0	0	0	0	18	0	18
Issue of shares	20	0	0	0	0	0	0	0
Others		0	0	50	0	0	3	54
Balance as at 31 December
2023		1,451	20,670	(8)	(47)	551	(9,070)	13,547
						Share-
						based	Loss
		Share	Capital	Treasury	Translation	payments	carried
in kEUR	Notes	capital	reserves	shares	reserves	reserve	forward	Total
Balance as at 1 January
2022		1,162	14,901	(59)	(58)	534	(7,302)	9,179
Loss for the year		0	0	0	0	0	(820)	(820)
Other comprehensive
income		0	0	0	(1)	0	0	(1)
Share-based payments	10	0	0	0	0	0	0	0
Issue of shares	20	289	5,769	0	0	0	0	6,058
Balance as at 31 December
2022		1,451	20,670	(59)	(59)	534	(8,122)	14,416

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LION E‐Mobility Group

Consolidated statement of cash flows for the year ended 31 December 2023

		in kEUR	in kEUR
	Notes	2023	2022
Loss for the year		(952)	(820)
Adjustments for:
- Non‐cash adjustments		57	(12)
- Depreciation and impairment	15/16/19	931	380
- Share of profit of companies
accounted for using the equity
method, net of tax	17	(660)	(43)
- Net finance costs		1,364	84
- Loss on sale of property, plant and
equipment	8	167	0
- Tax expense/(income)	11	(679)	162
- Share based payments		18	0
Operating cash flows before
movements in working capital		246	(249)
Changes in:
‐ Decrease/(increase) in contract
assets		(39)	316
‐ Decrease/(increase) in inventories		(7,266)	(6,357)
‐ Decrease/(increase) in trade and
other receivables		(14,729)	499
‐ Decrease/(increase) in receivables
from affiliated companies		(57)	0
- Decrease/(increase) in other assets		(5,729)	(661)
‐ Decrease/(increase) in prepayments		(6)	(54)
‐ Increase/(decrease) in provisions		(129)	225
‐ Increase/(decrease) in other
liabilities		649	1,049
‐ Increase/(decrease) in trade payables		31,233	(1,284)
‐ Increase/(decrease) in contractual
liabilities		0	(223)
‐ Increase/(decrease) in prepayments
received		132	0
Interest paid		(1,487)	(72)
Income taxes paid		(65)	(2)
Net operating cash flows
	2,752	(6,810)

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