EV Technology Group Ltd - Capital/Financing Update 2022

A copy of this amended and restated preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in the provinces of Ontario, Alberta and British Columbia, but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities. This amended and restated preliminary short form prospectus is referred to as a short form base shelf prospectus and has been filed under legislation in each of the provinces of Ontario, Alberta and British Columbia, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States of America, its territories, or possession, or the District of Columbia (the “ United States ”). Accordingly, subject to certain exceptions, these securities may not be offered or sold in the United States and this short form prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered hereby within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) (a “ U.S. Person ”). See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of EV Technology Group Ltd. at 198 Davenport Road, Toronto, Ontario M5R 1J2, and are also available electronically at www.sedar.com.

AMENDED AND RESTATED PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS (amending and restating the preliminary short form prospectus dated October 24, 2022)

New Issue

November 11, 2022

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EV TECHNOLOGY GROUP LTD. C$50,000,000

Common Shares Debt Securities Subscription Receipts Warrants Units

EV Technology Group Ltd. (“ EVT ” or the “ Corporation ”) may from time to time offer and issue the following securities: (i) common shares of the Corporation (the “ Common Shares ”); (ii) debt securities of the Corporation (“ Debt Securities ”); (iii) subscription receipts (“ Subscription Receipts ”) exchangeable for Common Shares and/or other securities of the Corporation; (iv) warrants exercisable to acquire Common Shares and/or other securities of the Corporation (“ Warrants ”); and (v) securities comprised of more than one of Common Shares, Debt Securities,

Subscription Receipts and/or Warrants offered together as a unit (“ Units ”), or any combination thereof having an offer price of up to C$50,000,000 in the aggregate (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) in one or more transactions at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto, the “ Prospectus ”) remains valid. The Common Shares, Debt Securities, Subscription Receipts, Warrants and Units (collectively, the “ Securities ”) offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements (collectively or individually, as the case may be, “ Prospectus Supplements ”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The specific terms of any offering of Securities will be set forth in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered; (ii) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, maturity, interest provisions, authorized denominations, offering price, whether the Debt Securities are being offered for cash, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, and any other terms specific to the Debt Securities being offered; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of the Corporation and any other terms specific to the Subscription Receipts being offered; (iv) in the case of Warrants, the number of such Warrants offered, the offering price, whether the Warrants are being offered for cash, the terms, conditions and procedures for the exercise of such Warrants into or for Common Share and/or other securities of the Corporation and any other specific terms; and (v) in the case of Units, the number of Units being offered, the offering price, the terms of the Common Shares, Debt Securities, Subscription Receipts and/or Warrants underlying the Units, and any other specific terms.

All shelf information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted or is available. Each Prospectus Supplement will be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities covered by that Prospectus Supplement.

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, without limitation, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. This Prospectus may qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities: (i) in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as CDOR (the Canadian Dollar Offered Rate) or SOFR (the Secured Overnight Financing Rate) and/or (ii) convertible into or exchangeable for Common Shares

In connection with any offering of the Securities, the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. Any purchaser who acquires Securities forming part of the underwriters’ over-allocation position acquires those Securities under the applicable Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases.

No underwriter, agent, or dealer has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Corporation from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Corporation and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. See “ Plan of Distribution ”.

The outstanding Common Shares are listed and posted for trading on the Neo Exchange Inc. (the “ NEO ”) under the symbol “EVTG”. On November 10, 2022, the last full trading day prior to the date of this Prospectus, the closing price per Common Share on the NEO was C$0.42. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which these Securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. See “ Risk Factors ” as well as the “ Risk Factors ” section in any Prospectus Supplement.

Investing in Securities involves a high degree of risk. A prospective purchaser should therefore review this Prospectus and the documents incorporated by reference in their entirety and carefully consider the risk factors described under “ Risk Factors ” in this Prospectus as well as the “ Risk Factors ” section in any Prospectus Supplement prior to investing in such Securities.

Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences. This Prospectus does not discuss Canadian or other tax consequences and any such tax consequences may not be described fully in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

The head office of the Corporation is located at 198 Davenport Road, Toronto, Ontario M5R 1J2 and the registered office of the Corporation is located at 198 Davenport Road, Toronto, Ontario M5R 1J2.

Each of the persons named below reside outside of Canada and has appointed the following agent for service of process in Canada:

in Canada:
Name of Person or Company	Name and Address of Agent
Wouter Witvoet – Chief Executive Officer and Executive Chairman of EVT	EV Technology Group Ltd., 198 Davenport Road, Toronto, Ontario M5R 1J2
Oliver Francois Roussy Newton – President & Director of EVT	EV Technology Group Ltd., 198 Davenport Road, Toronto, Ontario M5R 1J2
David Maher – Chief Operating Officer of EVT	EV Technology Group Ltd., 198 Davenport Road, Toronto, Ontario M5R 1J2
Manpreet Singh – Director of EVT	EV Technology Group Ltd., 198 Davenport Road, Toronto, Ontario M5R 1J2
Wijnand Donkers – Director of EVT	EV Technology Group Ltd., 198 Davenport Road, Toronto, Ontario M5R 1J2

Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

All references in this Prospectus and the documents incorporated by reference herein to “C$” refer to Canadian dollars, and references to “US$” refer to United States dollars. See “Currency Presentation and Exchange Rate Information.”

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS ................................................................................ 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ................................................. 6 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ....................................................... 7 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................. 7 THE CORPORATION ............................................................................................................................................... 9 SUMMARY DESCRIPTION OF THE BUSINESS ................................................................................................ 10 PROBABLE ACQUISITIONS ................................................................................................................................ 12 CONSOLIDATED CAPITALIZATION ................................................................................................................. 19 USE OF PROCEEDS ............................................................................................................................................... 19 EARNINGS COVERAGE RATIO .......................................................................................................................... 19 DESCRIPTION OF SHARE CAPITAL .................................................................................................................. 19 DESCRIPTION OF SECURITIES BEING DISTRIBUTED .................................................................................. 20 OTHER MATTERS RELATING TO THE SECURITIES ...................................................................................... 23 PRIOR SALES ......................................................................................................................................................... 25 PLAN OF DISTRIBUTION ..................................................................................................................................... 27 MARKET FOR SECURITIES ................................................................................................................................. 27 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .......................................................... 28 RISK FACTORS ...................................................................................................................................................... 28 TRANSFER AGENT AND REGISTRAR .............................................................................................................. 29 INTERESTS OF EXPERTS ..................................................................................................................................... 29 LEGAL MATTERS ................................................................................................................................................. 30 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ............................... 30 APPENDIX A – MOKE INTERNATIONAL LIMITED FINANCIAL STATEMENTS .................................... A-1 APPENDIX B – PRO FORMA FINANCIAL STATEMENTS - MOKE INTERNATIONAL LIMITED ....... ...B-1 APPENDIX C – FABLINK GROUP FINANCIAL STATEMENTS .................................................................... C-1 APPENDIX D – PRO FORMA FINANCIAL STATEMENTS – FABLINK GROUP ........................................ D-1 CERTIFICATE OF THE CORPORATION .......................................................................................................... E-1

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS

Unless the context otherwise requires, all references in this Prospectus to the “Corporation” refer to EV Technology Group Ltd. and its subsidiaries.

Readers should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide readers with different or additional information from that contained or incorporated by reference in this Prospectus. The Corporation takes no responsibility for, and can provide no assurance as to the reliability of, any information that others may give readers of this Prospectus. If anyone provides prospective investors with any different or inconsistent information, prospective investors should not rely on it. Readers should not assume that the information contained in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date on the front of such documents, regardless of the time of delivery of this Prospectus and any applicable Prospectus Supplement or of any sale of the Securities. The Corporation’s business, financial condition, results of operations and prospects may have changed since that date. Readers are required to inform themselves about, and to observe any restrictions relating to, any offer of Securities and the possession or distribution of this Prospectus and any applicable Prospectus Supplement.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities in compliance with applicable securities laws. The Corporation does not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable securities laws. Information contained on the Corporation’s website should not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities.

Certain information in this Prospectus has been furnished by Fablink Group Holdings Limited (“ Fablink Group ”) and MOKE International Limited (“ MIL ”) including information contained in “ Probable Acquisitions ”. With respect to this information, management of the Corporation has relied exclusively upon Fablink Group and MIL, as applicable, without independent verification by the Corporation. Although the Corporation does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Corporation nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by Fablink Group or MIL to disclose events or information that may affect the completeness or accuracy of such information.

The distribution or possession of this Prospectus in or from certain jurisdictions may be restricted by law. This Prospectus is not an offer to sell the Securities and is not soliciting an offer to buy the Securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale.

Unless otherwise indicated, market data and certain industry data and forecasts included in this Prospectus and the documents incorporated by reference herein concerning the Corporation’s industry and the markets in which the Corporation operates or seeks to operate were obtained from internal company surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. EVT has relied upon industry publications as the Corporation’s primary sources of third-party industry data and forecasts. The Corporation has not independently verified any of the data from third-party sources, nor has the Corporation ascertained the underlying assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which EVT believes to be reliable based upon the Corporation’s knowledge of the industry, have not been independently verified, and EVT does not know what assumptions were used in their preparation. By their nature, forecasts are particularly subject to change or inaccuracies, especially over long periods. While EVT is not aware of any misstatements regarding the industry data presented herein or via the documents incorporated herein by reference, estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in this Prospectus and the documents incorporated by reference herein. While the Corporation believes its internal research is reliable and market definitions are appropriate, neither such research nor definitions have been verified by any independent source.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein and therein contain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “ forward-looking statements ”). Except for statements of historical fact relating to the Corporation, information contained or incorporated by reference herein constitutes forward-looking information, including, but not limited to, any information as the Corporation’s strategy plans or future performance. Forward-looking information is characterized by words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “imply”, “assumes”, “goal”, “likely” and similar references to future periods or the negatives of these words and expressions.

In particular, forward-looking statements included or incorporated by reference in this Prospectus include, without limitation, statements with respect to:

the Fablink Acquisition (as defined below) and the MIL Acquisition (as defined below);
the duration and effects of COVID-19 and any other pandemics on the Corporation’s workforce, business, operations and financial conditions;
the Corporation’s expected sales and revenue targets and ability to deliver products to satisfy sales;
the Corporation’s expected operating costs, general and administrative expenses, costs of services and other costs and expenses;
the Corporation’s partnership with certain brands;
the Corporation’s ability to meet current and future obligations;
the Corporation’s ability to obtain services in a timely manner or at all;
the Corporation’s ability to obtain financing on acceptable terms or at all;
the Corporation’s targeted business milestones and related timelines and costs;
expectations about the electric vehicle market;
the expected dividend policies of EVT; and
the impact of future regulatory action.

Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Corporation and management believe that the expectations reflected in such forward-looking information are reasonable and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking information is inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include: limited operating history; inability to obtain adequate insurance to insure its operations; dependency on the manufacturing of a single vehicle; fluctuating costs of input materials; competition from other electric vehicle companies; conditions in the financial markets and economy; as well as those risk factors discussed or referred to herein and the risks described under the heading “Risk Factors” in the annual information form of the Corporation dated May 17, 2022 for the year ended December 31, 2021 (the “ AIF ”) filed with the securities regulatory authorities in each of the provinces of Ontario, Alberta and British Columbia and available under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information are made as of the date of this Prospectus or, in the case of documents incorporated by reference herein, as of the date of, or specified in, such documents. The Corporation undertakes no obligation to update any forwardlooking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. Prospective investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking information due to the inherent uncertainty therein.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

This Prospectus and the documents incorporated by reference herein contain references to Canadian dollars, United States dollars and British pounds. Canadian dollars are referred to as “Canadian dollars” or “C$.” United States dollars are referred to as “United States dollars” or “US$.” British pounds are referred to as “British pounds” or “£”.

On November 10, 2022, the daily exchange rate for United States dollars and British pounds expressed in terms of the Canadian dollar, as reported by the Bank of Canada, was US$1.00 = C$1.3378 or C$1.00 = US$0.7475 and £1.00 = C$1.5583 or C$1.00 = £0.6417, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar regulatory authorities in Canada. Copies of these documents may be obtained on request without charge from the Secretary of the Corporation at 198 Davenport Road, Toronto, Ontario M5R 1J2, which is its head office, or by accessing the disclosure documents available through the Internet, on SEDAR which can be accessed under the Corporation’s profile at www.sedar.com. The filings of the Corporation through SEDAR are not incorporated by reference in this Prospectus except as specifically set out herein.

As of the date hereof, the following documents, filed by the Corporation with the various securities commissions or similar authorities in each of the provinces of Ontario, Alberta and British Columbia, are specifically incorporated by reference into and form an integral part of this Prospectus:

the AIF of the Corporation dated May 17, 2022 for the year ended December 31, 2021;
the management information circular of the Corporation (previously existing as BSI prior to closing of the Amalgamation) dated January 19, 2022 (the “ Circular ”), prepared in connection with the annual and special meeting of shareholders of the Corporation held on February 17, 2022 to approve, among other things, the Amalgamation;
the audited consolidated financial statements of Prior EVT from the period of incorporation on August 16, 2021 to December 31, 2021 together with the notes thereto and the independent auditor’s report thereon contained in the filing statement of the Corporation dated April 4, 2022 (the “ Filing Statement ”);
the management’s discussion and analysis of Prior EVT from the period of incorporation on August 16, 2021 to December 31, 2021 contained in the Filing Statement;
the audited consolidated financial statements of the Corporation (previously existing as BSI prior to closing of the Amalgamation) for the years ended July 31, 2021 and 2020, together with the notes thereto and the independent auditor’s report thereon;
the management’s discussion and analysis of the Corporation (previously existing as BSI prior to the closing of the Amalgamation) for the year ended July 31, 2021 and 2020;

the unaudited condensed interim consolidated financial statements of the Corporation for the three and six months ended June 30, 2022, together with the notes thereto (the “ Interim Financial Statements ”);
the management’s discussion and analysis of the Corporation for the three and six months ended June 30, 2022;
the material change report of the Corporation in respect of the Corporation entering into a definitive agreement with the shareholders of Fablink Group to acquire 76% of the Fablink Group and a share exchange agreement with certain shareholders of the Fablink Group which provides them with an option to sell the remaining 24% of the Fablink Group to the Corporation filed on August 12, 2022;
the material change report of the Corporation in respect of the Corporation entering into a definitive agreement with the shareholders of MIL to acquire up to 100% of MIL, filed on July 29, 2022; and
the material change report of the Corporation in respect of the completion of the Amalgamation filed on April 19, 2022.

Any document of the type required by National Instrument 44-101 — Short Form Prospectus Distributions (“ NI 44101 ”) to be incorporated by reference in a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including any applicable exhibits containing updated earnings coverage information) and the independent auditor’s report thereon, management’s discussion and analysis and information circulars of the Corporation filed by the Corporation with securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of any offering under this Prospectus shall be deemed to be incorporated by reference in this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Corporation and readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

Any template version of any “marketing materials” (as such term is defined in NI 44-101) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

Upon a new annual information form and annual consolidated financial statements being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous annual information form, the previous annual consolidated financial statements and all interim consolidated financial statements and in each case the accompanying management’s discussion and analysis of financial condition and results of operations, and material change reports, filed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed to no longer be incorporated in this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new annual information form being filed by the Corporation with the applicable securities regulatory authorities during the period that this Prospectus is effective for which the corresponding annual financial statements include at least nine months of the financial results of an acquired business for which a business acquisition report was filed by the Corporation and incorporated by reference into this Prospectus, such business acquisition report shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, all interim consolidated financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations filed prior to such new interim consolidated financial statements and management’s discussion and analysis of financial condition and results of operations shall be deemed to no longer be incorporated in this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual

meeting of shareholders shall no longer be deemed to be incorporated in this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

References to the Corporation’s website in any documents that are incorporated by reference in this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website in this Prospectus or any Prospectus Supplement, and the Corporation disclaims any such incorporation by reference.

A Prospectus Supplement to this Prospectus containing the specific variable terms in respect of an offering of the Securities will be delivered to purchasers of such Securities together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted or is otherwise available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement only for the purposes of the offering of the Securities covered by such Prospectus Supplement.

Notwithstanding anything herein to the contrary, any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document incorporated or deemed to be incorporated by reference herein modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall thereafter neither constitute, nor be deemed to constitute, a part of this Prospectus, except as so modified or superseded.

THE CORPORATION

The full corporate name of the Corporation is “EV Technology Group Ltd.” The Corporation was formed on March 23, 1998, pursuant to the Business Corporations Act (Alberta) under the name “Meta Health Services Ltd.” and ultimately continued under the Business Corporations Act (Ontario) (the “ OBCA ”) effective October 1, 2013. On April 7, 2022, the Corporation (then named Blue Sky Energy Inc. (“ BSI ”)) completed a reverse takeover transaction pursuant to which 1000082448 Ontario Inc. (“ Subco ”) and EV Technology Group Inc. (“ Prior EVT ”) completed an amalgamation (the “ Amalgamation ”) whereby the Corporation indirectly acquired all of the issued and outstanding shares of Prior EVT (the “ Prior EVT Shares ”) in accordance with an amalgamation agreement among Subco, Prior EVT and the Corporation (then BSI) dated January 19, 2022 (the “ Amalgamation Agreement ”). Immediately prior to and in connection with the Amalgamation, BSI effected a consolidation (the “ Consolidation ”) of the common shares of BSI (the “ BSI Shares ”) on the basis of one (1) post-Consolidation Common Share for every four (4) preConsolidation BSI Shares held.

The registered and head office of the Corporation is 198 Davenport Road, Toronto, Ontario M5R 1J2.

The following chart outlines the Corporation’s corporate structure and identifies the jurisdictions of each of the Corporation’s subsidiaries as of the date of this Prospectus:

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----- Start of picture text -----

EV Technology Group Ltd.
(formerly Blue Sky Energy Inc.)
(Ontario)
100% 100% 100%
EV Experiences Inc. 1000310362 Ontario Inc. EV Technology Group (UK)
(Ontario) (Ontario) Limited
(United Kingdom)
100%
MOKE France SAS
(France)
----- End of picture text -----

SUMMARY DESCRIPTION OF THE BUSINESS

General Overview

EVT is in the business of developing and commercializing electric vehicle technologies that have growth potential in unique, niche, and underserved markets. Today, EVT realizes this strategy through its sole business line, MOKE France (as defined hereinafter), by dealing and distributing newly developed MOKE electric vehicles. Going forward, EVT plans to acquire a majority stake in the Fablink Group, a tier 1 manufacturing and supply chain company in the United Kingdom, and a majority stake in MIL, operating and sustainably growing these businesses.

Overview of EVT’s Business

EVT’s mission statement is “to electrify iconic brands”. It was founded on the belief that in the rush to electrification of vehicles, which has primarily focused on electrifying mass market vehicles to help drivers get ‘from A to B’, there is a space for a player to champion the joy of motoring. EVT does this by working with iconic brands such as MOKE and helping them to electrify.

On September 30, 2021, Prior EVT entered into an investment agreement with MIL (the “ MIL Investment Agreement ”), pursuant to which, Prior EVT made a loan of US$5,000,000 to MIL, which loan accrues interest at a rate of 6% per annum and matures on December 31, 2026. As consideration for the loan, Prior EVT also received 372 ordinary shares of MIL for £0.10 per ordinary share for an approximate 15.5% equity interest in MIL. The MIL Investment Agreement also granted Prior EVT a right until September 30, 2022, to acquire an additional 246 ordinary shares of MIL, which, if exercised, would give Prior EVT a 23.3% equity interest in MIL, in exchange for an additional shareholder loan of US$5,000,000 at 6% interest for a term of five years. Pursuant to the MIL Investment Agreement, Prior EVT was granted the right to nominate a director to the board of directors of MIL, and EVT’s CEO, Wouter Witvoet, was nominated and appointed.

MOKE France

In December 2021, Prior EVT acquired 100% of the issued and outstanding shares of MOKE France SAS, a whollyowned subsidiary of EV Experiences Inc. (“ MOKE France ”) pursuant to the share exchange agreement among Prior EVT and MOKE France (the “ MOKE Share Exchange Agreement ”), including, indirectly, MOKE France’s rights and interests in the dealer agreement among MOKE France and MIL (the “ MOKE Dealer Agreement ”). The

consideration for the acquisition of MOKE France was the issuance of 6,000,000 Prior EVT Shares to the former shareholders of MOKE France.

Pursuant to the MOKE Dealer Agreement, MIL, as the manufacturer of MOKE products, granted to MOKE France the non-exclusive right to import, market, sell or rent MOKE products and perform after-sales and customer relations services in France. The MOKE Dealer Agreement may be terminated by either party on twelve months’ notice to the other, or immediately in the event of breach by the other party.

On December 28, 2021, MOKE France ordered 100 MOKE electric vehicles from MIL, with a deposit paid to secure the order. On May 19, 2022, the production of the first fully electric MOKE vehicle was completed by MIL. This has enabled MOKE France to begin diverse business operations.

On April 21, 2022, the Corporation announced the launch of its pilot program for an electric vehicle subscription service (“ Subscription Service ”). The Subscription Service launched through the Corporation’s subsidiary, MOKE France. The Subscription Service gives users the opportunity to pay a monthly fee of €650 with an anticipated average contract length of 36 months. The Subscription Services allows the Corporation to reach a broader consumer market who may not want to own a vehicle or who do not have the initial funds to purchase a vehicle.

On June 29, 2022, MOKE France partnered with GOMECANO, a company offering on-demand mobile mechanics to perform automotive repairs, giving MOKE France customers access to on-demand mechanics for vehicle repairs. In addition, MOKE France has partnered with notable organizations such as the Blue Marine Foundation and Canada Sail GP to increase the profile of its iconic brand.

The Corporation has adopted a direct-to-consumer (D2C) distribution model to deliver a premium unified brand experience through flagship locations, online experiences, and marketing activations. In the summer of 2022, MOKE France opened its MOKE flagship store located in Saint Tropez, France. MOKE France will initially sell its iconic leisure vehicles to potential customers in France including hotels and restaurants. The MOKE vehicles will be customizable, increasing the revenue per vehicle. For further information on the Corporation’s strategy through MOKE France, see the Corporation’s AIF dated May 17, 2022, incorporated by reference in this Prospectus and available on SEDAR.

Recent Developments

On July 20, 2022, the Corporation entered into the MIL Definitive Agreement (as defined below) and a related option deed agreement with the shareholders of MIL to acquire up to 100% of MIL. For further information on the MIL Definitive Agreement, please see “ Probable Acquisition – MOKE International Limited ” below.

On August 3, 2022, the Corporation entered into the Fablink Definitive Agreement (as defined below) with the shareholders of the Fablink Group to acquire 76% of the Fablink Group and a share exchange agreement with certain shareholders of the Fablink Group which provides them with an option to sell the remaining 24% of the Fablink Group to the Corporation. For further information on the Fablink Definitive Agreement, please see “ Probable Acquisition – Fablink Group ” below.

On September 29, 2022, the Corporation announced it completed the acquisition of 1000310362 Ontario Inc, which holds a portfolio of intellectual property including brands such as Officine Stampaggi Industriali, Fantuzzi, Marazzi and Brewster & Co., thus expanding the portfolio of brands the Corporation controls, for total consideration of 1,950,000 Common Shares (approximately C$1,560,000 in value based on the closing price of the Common Shares on the NEO on September 29, 2022). The Corporation believes these brands align with its current strategy as the customer market of these brands have high electric vehicle adoption, high disposable incomes, existing electric vehicle infrastructure and loyal customers with a high appreciate of heritage brands. The Corporation expects to continue to consider acquiring luxury and iconic automotive brands in the United States, United Kingdom and European countries.

PROBABLE ACQUISITIONS

Securities regulation in Canada requires that an issuer must describe any proposed acquisition by the issuer in a prospectus if the proposed acquisition (a) has progressed to a state where a reasonable person would believe that the likelihood of the issuer completing the acquisition is high and (b) would be a “significant acquisition” for the purposes of Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”) if completed as of the date of such prospectus.

MOKE International Limited

The MIL Acquisition (as defined below) would be a significant acquisition for the purposes of NI 51-102 if completed as of the date of this Prospectus and the Corporation believes the MIL Acquisition has progressed to a state where a reasonable person would believe the Corporation completing the MIL Acquisition is high. There can be no assurance the MIL Acquisition will be completed. See “ Risk Factors ”.

Pursuant to the MIL Investment Agreement, the Corporation previously acquired a 15.5% equity interest in MIL on September 30, 2021.

Definitive Agreement

On July 20, 2022, the Corporation entered into a definitive agreement (the “ MIL Definitive Agreement ”) with the shareholders of MIL to acquire up to 100% of MIL. Pursuant to the MIL Definitive Agreement, the Corporation shall: (i) purchase 52.84% of the issued and outstanding shares of MIL from certain shareholders in exchange for approximately US$31.9 million; (ii) pay approximately US$21.31 million to acquire outstanding debt of MIL owed to certain shareholders; and (iii) pay a transaction bonus of US$1.94 million to certain members of management of MIL (together, the “ MIL Acquisition ”). In connection with the MIL Definitive Agreement, the Corporation entered into an option deed agreement with the shareholders of MIL which provides the Corporation the option to acquire all remaining issued and outstanding shares of MIL, for a period of 24 months from the date of completing the MIL Acquisition, priced at a total MIL equity value of US$120 million, subject to certain adjustments (the “ MIL Option ”). The completion of the MIL Acquisition and the MIL Option are subject to a number of closing conditions including, but not limited to, the Corporation having received financing of an amount sufficient to enable the Corporation to pay the aggregate consideration payable pursuant to the MIL Definitive Agreement, and receipt of the requisite approval of the NEO. The MIL Definitive Agreement provides that, within five business days after satisfying all closing conditions of the MIL Definitive Agreement, the Corporation and MIL shall complete the MIL Acquisition.

On September 15, 2022, the Corporation and MIL entered into a deed of amendment to, among other items, extend the termination date of the MIL Definitive Agreement from September 15, 2022 to January 31, 2023 (the “ MIL Termination Date ”). If the Corporation or MIL fail to satisfy certain closing conditions prior to the MIL Termination Date, the non-defaulting party may: (a) defer the completion of the MIL Acquisition by no more than 28 days or (b) proceed with the closing of the MIL Acquisition as far as practicable.

The Corporation expects the MIL Acquisition to be completed on or prior to the MIL Termination Date once all conditions to the MIL Acquisition are satisfied or waived.

Nature of Business

MIL was established in 1964 and is the owner of the copyright to the ‘MOKE’ brand in many global jurisdictions and produces the Electric MOKE. The MOKE brand has a rich history; developed by Sir Alec Issigonis, the Austin Mini’s designer, for the Queen’s troops, MIL re-invented itself in the 1960s as an elegant beach buggy gaining a cult status when driven by the likes of Brian Jones in London (1965), the Beach Boys in California (1966), Brigitte Bardot in Saint-Tropez (1967) and Roger Moore as James Bond in ‘Live & Let Die’ (1973). In its historic production run from the 1960s to 1980s, the MOKE sold more than 50,000 units. The first Electric MOKE was released in the summer of 2022, developed by a seasoned executive team from Rolls Royce, McLaren and BMW. MIL estimates to sell 300 units in 2022; each costing approximately C$40,000. The Electric MOKE retails for US$41,900 (£34,980), with an estimated range of 120km, charge time of four (4) hours, top speed of 80 km/h, acceleration (0-50km/h) of 4.3 seconds and lithium-ion, 84V DC nominal battery. It is manufactured by Fablink Group in the United Kingdom.

Purchase Price and Source of Funding

Pursuant to the MIL Definitive Agreement, the Corporation shall: (i) purchase 52.84% of the issued and outstanding shares of MIL from certain shareholders in exchange for approximately US$31.9 million; (ii) pay approximately US$21.31 million to acquire outstanding debt of MIL owed to certain shareholders; and (iii) pay a transaction bonus of US$1.94 million to certain members of management of MIL. In connection with the MIL Definitive Agreement, the Corporation entered into an option deed agreement with the shareholders of MIL which provides the Corporation the option to acquire all remaining issued and outstanding shares of MIL, for a period of 24 months from the date of completing the MIL Acquisition, at a purchase price based upon a total MIL equity value of US$120 million, subject to certain adjustments.

The closing of the MIL Acquisition is conditional on, among other things, the Corporation raising an amount sufficient to pay the aggregate consideration for pursuant to the MIL Acquisition Agreement. The Corporation anticipates funding the MIL Acquisition through a combination of debt and equity financing, the terms of which will be determined in the context of the market. There can be no certainty that a financing will be available or terms acceptable to the Corporation, or at all.

Risk Factors

The Corporation’s potential acquisition, and the current business, of MIL involve known and unknown risks. The risk factors described below highlight some of the material risk factors that could materially and adversely affect the business, financial condition, results of operations and prospects of MIL. Additional risks and uncertainties not known to the Corporation or MIL or that MIL currently deems immaterial may also impair the future business, financial condition, results of operations and prospects of MIL and, if the MIL Acquisition is completed, the Corporation. See also “ Risk Factors ”.

The Automotive Market is Highly Competitive

The automotive industry is highly competitive and includes competition from a number of companies, particularly in Europe. Many of MIL’s current and potential competitors may have significantly greater financial, technical, manufacturing, marketing, or other resources than MIL and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. In particular, competition in the electric vehicle segment will continue to intensify due to increased demand and a regulatory push for alternative fuel vehicles, continuing globalization and consolidation in the worldwide automotive industry. New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise, brand recognition and greater financial resources, which could put MIL at a competitive disadvantage

Reliance on a Limited Number of Manufacturers and Suppliers

MIL does not manufacture its own Electric MOKE and relies on a limited number of third-party manufacturers and suppliers such as, the Fablink Group. In the event of interruption, including or resulting in a sudden failure by a supplier to meet its obligation, MIL may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Thus, MIL’s business could be adversely affected if one or more of its suppliers is impacted by any interruption at a particular location. Furthermore, if MIL experiences an increase in demand of the Electric MOKE, its ability to meet an increase in vehicle sales depends largely on its third-party manufacturing facilities’ capacity to meet demand. If MIL is unable to adjust its manufacturing capacity, its prospects for growth and its operating results will be adversely affected.

Significant Capital and High Costs

To carry out MIL’s proposed business plan for the next twelve months, MIL will require significant capital. If the funds from the sale of the Electric MOKEs, if any, are not sufficient to cover MIL’s cash requirements, MIL may need to raise additional funds through the sale of equity securities. MIL’s ability to obtain the necessary financing to carry out its business plan is subject to a number of factors, including general market conditions and investor acceptance of

MIL’s business plan. Financing might not be available to MIL or, if available, only on terms that are not acceptable to MIL. In addition, manufacturing the Electric MOKE has significant fixed costs and thus, to reach a level of profitability, MIL will need to hit a certain minimum vehicle sales volume level.

Consumers’ Willingness to Adopt Electric Vehicles

MIL’s growth highly depends upon the adoption by consumers of, and MIL is subject to an elevated risk of any reduced demand for, alternative fuel vehicles in general and electric vehicles in particular. If the market for electric vehicles does not develop as MIL expects or develops more slowly than it expects, MIL’s business, prospects, financial condition and operating results will be negatively impacted. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. In addition, even if the electric vehicle market grows, if consumers are unwilling to adopt the Electric MOKE, MIL will not be able to grow its future revenue.

MIL’s Reliance on a Single Model of Vehicles

MIL’s success will initially depend substantially on the future sales and success of the Electric MOKE. It remains uncertain if MIL will introduce new vehicle models on a regular basis. As a result, if the Electric MOKE is not successful, MIL’s operating results and financial condition will be negatively impacted.

Expected Effect of the MIL Acquisition

(i) Financial Effect

The expected effect of the MIL Acquisition is included in the pro forma financial statements of the Corporation dated June 30, 2022. The below is a summary of the expected effects of the MIL Acquisition on the Corporation as of June 30, 2022.

30, 2022.
	Corporation as at June 30, 2022 (C$)	MIL as at June 30, 2022 (C$)	Pro Forma Consolidation (C$)
Total Assets	14,129,539	10,474,183	107,443,037
Total Liabilities	356,925	29,968,698	9,015,622
Net (loss) income for the period	(13,817,508)	(2,237,108)	(16,054,616)

For further information, see “ Appendix B –Pro Forma Financial Statements – MOKE International Limited ”.

The audited annual report and financial statements of MIL for the financial year ended December 31, 2021 and the unaudited interim condensed consolidated financial statements of MIL for the six months ended June 30, 2022 are included in this Prospectus. See “ Appendix A – MOKE International Limited Group Financial Statements ”.

(ii) Effect on Business

If completed, the MIL Acquisition fits within the Corporation’s strategy of acquiring and then electrifying iconic brands. Specifically, the Corporation believes the MIL Acquisition will provide its shareholders with the following benefits:

Template for future brand acquisitions. It is intended that this transaction will provide the Corporation a template for further brand acquisitions and demonstrates how the capabilities of the Corporation can act as a catalyst for helping other brands to electrify their offerings and go to market.

Seasoned executive team. It is anticipated that MIL’s seasoned executives will join the Corporation who have experience at several luxury automotive brands including McLaren and BMW. MIL’s Chief Executive Officer, Isobel Dando, previously spent over 16 years at the BMW Group, one of the world’s leading automotive companies. In addition to several leadership roles such as Director of Global Retail Sales, Ms. Dando has extensive experience in the luxury market leading Rolls Royce’s brand launch and product strategy, management and marketing for all Rolls Royce models.
A global growth engine. It is expected that the MOKE brand will grow in popularity with the release of the Electric MOKE and various marketing and sales initiatives, providing a platform for the Corporation to grow its global sales volumes.

Prior Valuations

Neither the Corporation nor MIL has received a valuation opinion in the last 12 months in relation to MIL.

Parties to the Transaction

The MIL Acquisition is not a transaction with an informed person, associate or affiliate of the Corporation.

Fablink Group Holdings Limited

The Fablink Acquisition (as defined below) would be a significant acquisition for the purposes of NI 51-102 if completed as of the date of this Prospectus and the Corporation believes the Fablink Acquisition has progressed to a state where a reasonable person would believe the Corporation completing the Fablink Acquisition is high. There can be no assurance the Fablink Acquisition will be completed. See “ Risk Factors ”.

Definitive Agreement

On August 3, 2022, the Corporation entered into a definitive agreement (the “ Fablink Definitive Agreement ”) with the shareholders of Fablink Group to acquire 76% of the Fablink Group, a leading British Tier 1 supplier and specialist manufacturer (the “ Fablink Acquisition ”). Pursuant to the Fablink Definitive Agreement, the Corporation shall: (i) purchase 76% of the issued and outstanding shares of Fablink from certain shareholders in exchange for approximately £29.47 million; and (ii) pay £719,000 to acquire existing debt of Fablink Group owed to certain shareholders. In connection with the Fablink Definitive Agreement, the Corporation entered into a share exchange agreement with certain shareholders of the Fablink Group which provides the shareholders the option to sell the remaining 24% of the issued and outstanding shares of the Fablink Group to the Corporation (the “ Fablink Option ”). The completion of the Fablink Acquisition and the Fablink Option are subject to a number of closing conditions including, but not limited to, the Corporation having received financing of an amount sufficient to enable the Corporation to pay the aggregate consideration payable pursuant to the Fablink Definitive Agreement, and receipt of the requisite approval of the NEO. The Fablink Definitive Agreement provides that, within five business days after satisfying all closing conditions of the Fablink Definitive Agreement, the Corporation and the Fablink Group shall complete the Fablink Acquisition.

On October 28, 2022, the Corporation and the Fablink Group entered into a deed of amendment to, among other items, extend the termination date of the Fablink Definitive Agreement from October 30, 2022 to December 31, 2022 (the “ Fablink Termination Date ”). If the Corporation or the Fablink Group fail to satisfy certain closing conditions prior to the Fablink Termination Date, the non-defaulting party may: (a) defer the completion of the Fablink Acquisition by no more than 28 days or (b) proceed with the closing of the Fablink Acquisition as far as practicable.

The Corporation expects the Fablink Acquisition to be completed on or prior to the Fablink Termination Date once all conditions to the Fablink Acquisition are satisfied or waived.

Nature and History of Business

The Fablink Group is a UK based manufacturer specializing in the manufacturing of metal pressings, operator cab assemblies, fuel and hydraulic tanks and complex structures as well as ‘clean build’ of vehicle assemblies. The Fablink

Acquisition includes all seven Fablink Group manufacturing sites across the UK and Streamline Automotive, a new division of the Fablink Group that provides specialist low and medium volume electric vehicle manufacturers with turnkey clean build vehicle assembly capabilities. The Fablink Group has developed advanced product quality planning systems that provide customers with total control over the vehicle production process and also ensure proper alignment between different divisions to reduce friction. The Fablink Group supplies components and manufacturing design services to leading automotive companies worldwide, including Aston Martin, Jaguar Land Rover and Volvo Trucks. The Fablink Group has an established business model with a strong asset base aiding in an annual revenue run rate of over C$110 million.

The Fablink Group is the manufacturing partner of MIL, providing the Corporation further synergies if the Fablink Acquisition and the MIL Acquisition are both completed.

Risk Factors

The Corporation’s potential acquisition, and the current business, of the Fablink Group involve known and unknown risks. The risk factors described below highlight some of the material risk factors that could materially and adversely affect the business, financial condition, results of operations and prospects of the Fablink Group. Additional risks and uncertainties not known to the Corporation or the Fablink Group or that the Fablink Group currently deems immaterial may also impair the future business, financial condition, results of operations and prospects of the Fablink Group and, if the Fablink Acquisition is completed, the Corporation. See also “ Risk Factors ”.

The Automotive Market is Highly Competitive

The automotive industry is highly competitive and includes competition from manufacturers and traditional automotive companies. Many of the Fablink Group’s current and potential competitors may have significantly greater financial, technical, manufacturing, marketing, or other resources than the Fablink Group and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. In particular, competition in the electric vehicle segment will continue to intensify due to increased demand and a regulatory push for alternative fuel vehicles, continuing globalization and consolidation in the worldwide automotive industry. Further, as a result of new entrants in the electric vehicle market, the Fablink Group may experience increased competition for components and other parts of vehicles it manufacturers, which may have limited or single-source supply.

Cyclical Nature of Automotive Industry

The automotive industry is generally viewed as highly cyclical. It is dependent on, among other factors, consumer spending and general economic conditions in North America and elsewhere. A worsening of economic, political or other conditions in the United Kingdom, North America, Europe or China, including as a result of the COVID-19 pandemic, increasing inflation (particularly fuel and energy prices), rising interest rates or Russia’s invasion of Ukraine, may result in lower consumer confidence, which typically translates into lower vehicle sales and production levels. Future sales and production volumes in the United Kingdom, North American, European and Asian markets could decrease at any time as there is an increased emphasis on the reduction of fuel consumption, fuel emissions and greenhouse gas emissions. There can be no assurance that UK, North American or European automotive production overall or on specific platforms will not decline in the future or that the Fablink Group will be able to utilize any existing unused capacity or any additional capacity it adds in the future. A continued or a substantial additional decline in the production of new automobiles overall or by customer or by customer platform may have a material adverse effect on the Fablink Group’s financial condition and results of operations and ability to meet existing financial covenants.

Regulatory Risks

Vehicles manufactured must comply with the applicable federal, state and provincial motor vehicle safety standards. In Canada, the United States, the United Kingdom and the European Union, vehicles that meet or exceed all legally mandated safety standards are certified under the federal regulations. In this regard, Canadian and U.S. motor vehicle safety standards are substantially the same, with additional requirements in the United Kingdom and European Union. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal

certification. In addition, as electric vehicles increase in popularity, the inherit complexity of manufacturing these vehicles may result in the Fablink Group manufacturing defective vehicles or vehicles with errors, which would adversely impact the operation of the vehicles and the Falink Group’s profitabiltiy. While the Fablink Group performs extensive testing at its facilities, there can be no guarantee any vehicles manufactured will not contain a defect or error.

Failure by the Fablink Group to manufacture vehicles that do not satisfy safety standards would have a material adverse effect on its business and operating results.

Health and Safety Laws

The Fablink Group is subject to numerous environmental and health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odors (which could result in remediation obligations) and occupational health and safety matters, including indoor air quality. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws, regulations or requirements could have a material adverse effect on the Fablink Group and its operating results.

Trade Disputes and Tariffs

International trade disputes could, among other things, reduce demand for and production of vehicles, disrupt global supply chains, distort commodity pricing, impair the ability of automotive suppliers and vehicle manufacturers to make efficient long-term investment decisions, create volatility in relative foreign exchange rates and contribute to stock market volatility. The imposition of sanctions, tariffs or escalation of trade disputes which interfere with automotive supply chains could have an adverse effect on the Fablink Group’s operations and profitability.

Purchase Price and Source of Funding

Pursuant to the Fablink Definitive Agreement, the Corporation shall: (i) purchase 76% of the issued and outstanding shares of Fablink from certain shareholders in exchange for approximately £29.47 million; and (ii) pay £719,000 to acquire existing debt of Fablink Group owed to certain shareholders. In connection with the Fablink Definitive Agreement, the Corporation entered into a share exchange agreement with certain shareholders of the Fablink Group which provides the shareholders the option to sell the remaining 24% of the issued and outstanding shares of the Fablink Group to the Corporation.

The closing of the Fablink Acquisition is conditional on, among other things, the Corporation raising an amount sufficient to pay the aggregate consideration for pursuant to the Fablink Acquisition Agreement. The Corporation anticipates funding the Fablink Acquisition through a combination of debt and equity financing, the terms of which will be determined in the context of the market. There can be no certainty that a financing will be available or terms acceptable to the Corporation, or at all.

Expected Effect of the Fablink Acquisition

(i) Financial Effect

The expected effect of the Fablink Acquisition is included in the pro forma financial statements of the Corporation dated June 30, 2022. The below is a summary of the expected effects of the Fablink Acquisition on the Corporation as of June 30, 2022.

as of June 30, 2022.
	Corporation as at June 30, 2022 (C$)	Fablink Group as at June 30, 2022 (C$)	Pro Forma Consolidation (C$)
Total Assets	14,129,539	52,949,693	110,140,972
Total Liabilities	356,925	48,765,998	49,122,923

Net (loss) income for the period	(13,817,508)	200,613	(13,616,895)

For further information, see “ Appendix D – Pro Forma Financial Statements - Fablink Group ”.

The audited annual report and financial statements of the Fablink Group for the financial year ended March 31, 2022 and the unaudited interim condensed consolidated financial statements of the Fablink Group for the three months ended June 30, 2022 are included in this Prospectus. See “ Appendix C – Fablink Group Financial Statements ”.

(ii) Effect on Business

The purpose of the Fablink Acquisition is to bring engineering, supply chain, manufacturing and assembly expertise in-house, strengthening the Corporation’s commercial offering. Specifically, the Corporation believes the Fablink Acquisition will provide its shareholders with the following benefits:

New synergies . The Corporation expects the Fablink Acquisition to create new synergies, commercial and cost-saving opportunities. The Fablink Group’s pool of talent with electric vehicle assembly and automotive value chain experience and engineering consultancy services are expected to be used by the Corporation to develop scalable electric vehicles and improve the component manufacturing technology. The Fablink Group is the manufacturing partner of MIL, providing the Corporation further synergies if the Fablink Acquisition and the MIL Acquisition are both completed.
Seasoned executive team. The Fablink Group would retain its leadership team, employees, facilities and global customer base, with Fablink Group’s current Chief Executive Officer, Richard Westley, being appointed as the Corporation’s Chief Operating Officer upon completion of the Fablink Acquisition.
Supply chain integration. The Fablink Acquisition would provide the Corporation access to robust and established global electric vehicle supply chain links. The Corporation plans to build a portfolio of iconic automotive brands which will be manufactured at the Fablink Group’s manufacturing sites, spanning across 500,000 square feet. Even with exponential demand for electric vehicles, the global supply chain crisis led to increased input costs, production delays, and longer waiting periods for customers, resulting in lost sales for most electric vehicle brands. The Fablink Group’s component manufacturing capabilities and recently introduced turnkey manufacturing solutions are expected to provide the Corporation with greater control of the production process and quality standards. The Fablink Group believes it has significant room for capacity expansion in existing facilities in the United Kingdom as well as new facilities internationally.
Modernized manufacturing systems. The Fablink Group has invested in modernizing manufacturing systems in line with its vision of “building the future”. The Fablink Group has invested in the development of robotic and automated assembly of vehicles allowing it to increase efficiency and reduce disruptions in the production process. The Fablink Group’s existing manufacturing capabilities and technology base are expected to help the Corporation develop its own electric vehicle architecture and achieve production targets in an expedited timeframe while providing the Corporation existing revenue.
Streamline Automotive and Streamline E-Mobility. The Streamline Automotive division is a part of the Fablink Group and is founded on the success and continuous growth of the Fablink Group. Streamline Automotive operates as an independent vehicle assembly business that provides assembly services to thirdparty electric vehicle companies, including the Corporation. The newly established business division provides cost-effective and complete clean build vehicle assembly capabilities within its facilities. Additionally, Streamline Automotive is expected to provide its customers with fundamental support through purchasing and the supply chain, including Bill of Materials (BOM) establishment and sourcing strategies across a range of relevant commodities, including electric vehicle powertrain systems and batteries. Streamline E-Mobility, a sub-brand, will assist in scaling the business for the mass shift to electrification in the automotive and commercial vehicle sectors. Streamline E-Mobility is expected to provide flexible, lightweight and cost-efficient manufacturing to new e-mobility startups and specialist car companies,

assisting them in meeting the growing demand. The Fablink Acquisition is expected to allow the Corporation to develop its own electric vehicle architecture.

Prior Valuations

Neither the Corporation nor the Fablink Group has received a valuation opinion in the last 12 months in relation to the Fablink Group.

Parties to the Transaction

The Fablink Acquisition is not a transaction with an informed person, associate or affiliate of the Corporation.

CONSOLIDATED CAPITALIZATION

There have not been any material changes in the share and loan capitalization of the Corporation since the date of the Interim Financial Statements, which are incorporated by reference in this Prospectus.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Corporation’s share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

The net proceeds to the Corporation from the sale of Securities, the proposed use of those proceeds and the specific business objectives which the Corporation expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities. Unless otherwise indicated in the applicable Prospectus Supplement, the Corporation intends to use the net proceeds from the sale of Securities for working capital requirements or for other general corporate purposes.

The Corporation will retain broad discretion in allocating the net proceeds of any offering of Securities under this Prospectus and the Corporation’s actual use of the net proceeds will vary depending on the availability and suitability of investment opportunities and its operating and capital needs from time to time. All expenses relating to an offering of Securities and any compensation paid to underwriting dealers or agents as the case may be, will be paid out of the proceeds from the sale of Securities, unless otherwise stated in the applicable Prospectus Supplement. See “ Risk Factors ”.

EARNINGS COVERAGE RATIO

Earnings coverage ratios will be provided in the applicable Prospectus Supplement relating to the issuance of Debt Securities having a term to maturity in excess of one year, as required by applicable securities laws.

DESCRIPTION OF SHARE CAPITAL

The authorized share capital of the Corporation consists of an unlimited number of Common Shares.

Each of the Common Shares entitles the holder to: (a) receive dividends, if, as and when declared by the board of directors of the Corporation, according to their respective rights and interests in the Corporation; (b) receive notice of and to attend all annual and special meetings of the shareholders of the Corporation and to receive one (1) vote in respect of each Common Share held at all such meetings; and (c) in the event of liquidation, dissolution, or winding up, or other distribution of the assets among shareholders for the purpose of winding up the Corporation’s affairs, share rateably in the remaining assets of the Corporation.

The Common Shares carry no other special rights such as pre-emptive, redemption, purchaser, or conversion rights other than as described herein.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

See “ Description of Share Capital ” above.

Debt Securities

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of Debt Securities offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities may be issued under one or more trust indentures to be entered into between the Corporation and an appropriately qualified financial institution authorized to carry on business as a trustee. Each such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable.

Each trust indenture may provide that Debt Securities may be issued thereunder in one or more series and up to the aggregate principal amount which may be authorized from time to time by the Corporation. Any Prospectus Supplement for Debt Securities will contain the terms and other information with respect to the Debt Securities being offered, including some or all of the following:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
any redemption term or terms under which such Debt Securities may be defeased;
whether the Debt Securities will be secured by any assets or guaranteed by any subsidiaries of the Corporation;
any events of default and covenants with respect to the Debt Securities;
any exchange or conversion terms;
any credit support disclosure required by applicable securities laws; and
any other specific terms.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The Debt Securities will be direct obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the relevant Prospectus Supplement.

Subscription Receipts

The following sets forth certain general terms and provisions of the Subscription Receipts. The Corporation may issue Subscription Receipts that may be exchanged by the holders thereof for Common Shares and/or other securities of the Corporation upon the satisfaction of certain conditions. The particular terms and provisions of the Subscription Receipts offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms described below apply to those Subscription Receipts, will be described in the Prospectus Supplement.

The Corporation may offer Subscription Receipts separately or together with Common Shares, Debt Securities or Warrants, as the case may be. The Corporation will issue Subscription Receipts under one or more subscription receipt agreements.

Any Prospectus Supplement will contain the terms and conditions and other information relating to the Subscription Receipts being offered including:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered and whether the price is payable in installments;
any conditions to the exchange of Subscription Receipts into Common Shares, and/or other securities of the Corporation, as the case may be, and the consequences of such conditions not being satisfied;
the procedures for the exchange of the Subscription Receipts into Common Shares and/or other securities of the Corporation, as the case may be;
the number of Common Shares and/or other securities of the Corporation, as the case may be, that may be issued upon exercise of each Subscription Receipt;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
the dates or periods during which the Subscription Receipts may be exchanged into Common Shares and/or other securities of the Corporation;
whether such Subscription Receipts will be listed on any securities exchange;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
any other specific terms.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the Securities issuable on the exchange of the Subscription Receipts.

Warrants

The following sets forth certain general terms and provisions of the Warrants. The Corporation will deliver an undertaking to the securities regulatory authority in each of the provinces of Ontario, Alberta and British Columbia, pursuant to which the Corporation will agree not to distribute pursuant to this Prospectus, as it may be supplemented or amended, any Warrants that are novel, including Warrants that are convertible into or exchangeable or exercisable for securities of an entity other than the Corporation or its affiliates, unless the applicable Prospectus Supplement(s) pertaining to the distribution of the novel securities is either (a) first approved for filing by the securities commissions

or similar regulatory authorities in each of the provinces of Ontario, Alberta and British Columbia where such novel securities are distributed, or (b) ten (10) business days have elapsed since the date of delivery to the applicable securities regulatory authority of the draft Prospectus Supplement in substantially final form and the applicable securities regulatory authority has not provided written comments on the draft Prospectus Supplement.

The Corporation may issue Warrants for the purchase of Common Shares and/or other securities of the Corporation. Warrants may be issued independently or together with Common Shares, Debt Securities and Subscription Receipts offered by any Prospectus Supplement and may be attached to, or separate from, any such offered Securities. Warrants will be issued under one or more warrant agreements entered into between the Corporation and a warrant agent named in the applicable Prospectus Supplement.

Selected provisions of the Warrants and the warrant agreements are summarized below. This summary is not complete. The statements made in this Prospectus relating to any warrant agreement and Warrants to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement.

Any Prospectus Supplement will contain the terms and other information relating to the Warrants being offered including:

the exercise price of the Warrants;
the designation of the Warrants;
the aggregate number of Warrants offered and the offering price;
the designation, number and terms of the Common Shares and/or other securities of the Corporation purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the dates or periods during which the Warrants are exercisable;
the designation and terms of any securities with which the Warrants are issued;
if the Warrants are issued as a unit with another security, the date on and after which the Warrants and the other security will be separately transferable;
the currency or currency unit in which the exercise price is denominated;
any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
any rights, privileges, restrictions and conditions attaching to the Warrants; and
any other specific terms.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities issuable upon exercise of the Warrants.

Units

Units are a security comprised of more than one of the other Securities described in this Prospectus offered together as a “Unit”. A Unit is typically issued so the holder thereof is also the holder of each Security included in the Unit.

Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately at any time or at any time before a specified date.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable:

the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
whether the Units will be issued in registered or global form; and
any other material terms and conditions of the Units.

Unless otherwise specified in the applicable Prospectus Supplement, this Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

OTHER MATTERS RELATING TO THE SECURITIES

General

The foregoing descriptions of the terms of the Debt Securities, Subscription Receipts, Warrants and Units set forth certain general terms and provisions of such Securities. The particular terms and provisions of the Debt Securities, Subscription Receipts, Warrants and Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described herein may apply to them, will be described in the Prospectus Supplement filed in respect of such Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to Debt Securities, Subscription Receipts, Warrants and Units that are not within the descriptions set forth in this Prospectus, provided that such Securities will not be specified derivatives or asset-backed securities. To the extent that any terms or provisions or other information pertaining to Debt Securities, Subscription Receipts, Warrants and Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Securities. If applicable, prospective investors should rely on information in the applicable Prospectus Supplement and read this Prospectus. Securities offered under this Prospectus may be issued in certificated form or in book-entry-only form.

Certificated Form

Securities issued in certificated form will be registered in the name of the purchaser or its nominee on the registers maintained by the Corporation’s transfer agent and registrar or the applicable trustee.

Book-Entry-Only Form

Securities issued in “book-entry-only” form must be purchased, transferred or redeemed through participants (“ participants ”) in a depository service of a depository identified in the Prospectus Supplement for the particular offering of Securities. Each of the underwriters, dealers or agents, as the case may be, named in the Prospectus Supplement will be a participant of the depository. On the closing of a book-entry-only offering, the Corporation will cause a global certificate or certificates representing the aggregate number of Securities subscribed for under such offering to be delivered to, and registered in the name of, the depository or its nominee. Except as described below, no purchaser of Securities issued in book-entry-only form will be entitled to a certificate or other instrument from the Corporation or the depository evidencing that purchaser’s ownership thereof, and no purchaser will be shown on the records maintained by the depository except through a book-entry account of a participant acting on behalf of such purchaser.

Each purchaser of such Securities will receive a customer confirmation of purchase from the registered dealer from which the Securities are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the book-entry-only Securities. Reference in this Prospectus to a holder of book-entry only Securities means, unless the context otherwise requires, the owner of the beneficial interest in the Securities.

If the Corporation determines, or the depository notifies us in writing, that the depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry-only Securities and the Corporation is unable to locate a qualified successor, or if the Corporation at its option elects, or are required by law, to terminate the book-entry system then such Securities will be issued in certificated form to holders or their nominees.

Transfer or Conversion of Securities

Certificated Form

Transfer of ownership or conversion of Securities held in certificated form will be effected by the registered holder of the Securities in accordance with the requirements of the Corporation’s transfer agent and registrar and the terms of the agreement or indenture governing or certificates representing such Securities, as applicable.

Book-Entry-Only Form

Transfer of ownership or conversion of Securities held in book-entry-only form will be effected through records maintained by the depository or its nominee for such Securities with respect to interests of participants, and on the records of participants with respect to interests of persons other than participants. Holders who desire to purchase, sell or otherwise transfer ownership of or other interests in the Securities may do so only through participants. The ability of a holder to pledge a Security or otherwise take action with respect to such holder’s interest in a Security (other than through a participant) may be limited due to the lack of a physical certificate.

Payments and Notices

Certificated Form

Any payment of a dividend or other payment in respect of a Security, as applicable, will be made by the Corporation, and any notices in respect of a Security will be given by the Corporation, directly to the registered holder of such Security, unless the applicable agreement or indenture in respect of such Security provides otherwise.

Book-Entry-Only Form

Any payment of a dividend or other payment in respect of a Security, as applicable, will be made by the Corporation to the depository or its nominee, as the case may be, as the registered holder of the Security and the Corporation understands that such payments will be credited by the depository or its nominee in the appropriate amounts to the

relevant participants. Payments to holders of Securities of amounts so credited will be the responsibility of the participants.

As long as the depository or its nominee is the registered holder of the Securities, the depository or its nominee, as the case may be, will be considered the sole owner of the Securities for the purposes of receiving notices or payments on the Securities. In such circumstances, the Corporation’s responsibility and liability in respect of notices or payments on the Securities is limited to giving or making payment of any dividend or other payment due on the Securities to the depository or its nominee.

Each holder must rely on the procedures of the depository and, if such holder is not a participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights with respect to the Securities. The Corporation understands that under existing industry practices, if the Corporation requests any action of holders or if a holder desires to give any notice or take any action which a registered holder is entitled to give or take with respect to any Securities issued in book-entry-only form, the depository would authorize the participant acting on behalf of the holder to give such notice or to take such action, in accordance with the procedures established by the depository or agreed to from time to time by the Corporation, any trustee and the depository. Accordingly, any holder that is not a participant must rely on the contractual arrangement it has, directly or indirectly through its financial intermediary, with its participant to give such notice or take such action.

The Corporation, any underwriters, dealers or agents and any trustee identified in a Prospectus Supplement relating to an offering of Securities in book-entry-only form, as applicable, will not have any liability or responsibility for: (i) records maintained by the depository relating to beneficial ownership interests in the Securities held by the depository or the book-entry accounts maintained by the depository; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership; or (iii) any advice or representation made by or with respect to the depository and contained in the Prospectus Supplement or in any indenture relating to the rules and regulations of the depository or any action to be taken by the depository or at the directions of the participants.

PRIOR SALES

The Corporation

During the 12-month period before the date of this Prospectus, the Corporation issued the following Common Shares and securities convertible into Common Shares:

Date of Issue	Number and Type of Securities	Issue Price/Exercise Price

April 4,2022	10,005,359 BSI Shares1	C$0.2631
April 7, 2022	96,075,470 Common Shares2	C$1.00
April 12,2022	9,750,000 Options3	C$1.00
April 13,2022	705,000 Options4	C$2.00
April 18,2022	4,800,000 DSUs5	N/A
May5,2022	250,000 DSUs6	N/A
September 29,2022	1,950,000 Common Shares7	C$1.27
October 6,2022	70,000 Options8	C$0.49
Notes:

Issued on a pre-Consolidation basis. As a condition of closing of the Amalgamation pursuant to the Amalgamation Agreement, BSI entered into shares for debt settlement agreements with certain creditors of BSI to which BSI was indebted in the aggregate amount of C$2,633,293.88, pursuant to which BSI Shares in the total amount of 10,005,359 were issued to such creditors in full and final satisfaction of such debt effective April 4, 2022.
Issued to the former shareholders of Prior EVT, including the prior holders of the subscription receipts (the “ Prior EVT Subscription Receipts ”), pursuant to the terms of the Amalgamation Agreement at a deemed price per share of C$1.00.

EVT granted an aggregate of 9,750,000 stock options to acquire Common Shares (“ Options ”) to certain directors, officers and consultants of EVT, each of which is exercisable at a price of C$1.00 per Common Share for a period of five years from issuance.
EVT granted an aggregate of 705,000 Options to certain directors, officers and consultants of EVT, each of which is exercisable at a price of C$2.00 per Common Share for a period of seven years from the date of issuance.
EVT granted an aggregate of 4,500,000 deferred share units to acquire Common Shares (“ DSUs ”) to certain directors, officers and consultants of EVT, 4,550,000 of which vests over a period of 24 months from the date of issuance, with the first installment vesting six months from date of grant and 250,000 of which vests over a period of 24 months from the date of issuance, with the first installment vesting six months from date of grant and subject to performance requirements.
EVT granted 250,000 DSUs to a consultant of EVT, of which 25% vests six months from the date of grant and the remaining 75% in equal monthly installments.
EVT completed the acquisition of 100310362 Ontario Inc., which held a portfolio of intellectual property. See the press release of EVT available on SEDAR dated September 29, 2022 for more details.
EVT granted an aggregate of 70,000 Options to the Chief Operating Officer of MOKE France, which is exercisable at a price of C$0.49 per Common Share for a period of five years from the date of issuance.

Prior EVT

The following table summarizes the details of the number and price at which securities of Prior EVT were issued prior to the completion of the Amalgamation. Pursuant to the Amalgamation Agreement, each holder of Prior EVT Shares received 4.7 Common Shares for each one Prior EVT Share held. Each holder of Prior EVT Subscription Receipts ultimately received one Common Share for each Prior EVT Subscription Receipt held.


Date	Number and Type of Security	Issue Price / Exercise Price per Security	Aggregate Issue Price	Consideration

August 18, 2021	6,015,000 Prior EVT Shares	$0.05	$300,750	Cash
October 1, 2021	1,605,000 Prior EVT Shares	$1.26(2)	$2,028,720	Cash
October 7, 2021	559,100 Prior EVT Shares	$1.26(2)	$701,950	Cash
November 5, 2021	1,206,000 Prior EVT Shares	$1.24(2)	$1,499,058	Cash
December 9, 2021	6,000,000 Prior EVT Shares(1)	$1.27(2)	$7,619,790	Shares of MOKE France
December 16, 2021	3,820,000 Prior EVT Shares	$1.28(2)	$4,879,725	Cash
March 15, 2022	5,411,500 Prior EVT Subscription Receipts	$1.00(4)	$5,411,500	Cash
March 25, 2022	400,000 Prior EVT Subscription Receipts	$1.00(4)	$400,000	Cash

Notes:

6,000,000 Prior EVT Shares were issued to the shareholders of MOKE France as full consideration for the acquisition of all of the issued and outstanding shares of MOKE France.
Prior EVT Shares issued at US$1.00 per Prior EVT Share converted to Canadian dollars at the Bank of Canada noon rate on the date of issuance.
Immediately prior to the Amalgamation, each Prior EVT Subscription Receipt was automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of a Prior EVT Share, equal to 1/4.7 (or 0.21276596) of a Prior EVT Share, in accordance with the agreement between Prior EVT, BSI and the TSX Trust Company (the “ Subscription Receipt Agreement ”). Pursuant to the Amalgamation Agreement, each holder of Prior EVT

Shares received 4.7 Common Shares for each one Prior EVT Share held, such that each Prior EVT Subscription Receipt was ultimately exchanged for one (1) Common Share.

The applicable Prospectus Supplement will provide, as required, prior sales disclosure with respect to the issuance of Securities pursuant to such Prospectus Supplement.

PLAN OF DISTRIBUTION

The Corporation may sell the Securities, separately or together: (a) to one or more underwriters or dealers; (b) through one or more agents; or (c) directly to one or more purchasers through applicable statutory exemptions. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Corporation and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. Only underwriters so named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, as set forth in the Prospectus Supplement for such purpose. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Corporation.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation to indemnification by the Corporation against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

Any offering of Debt Securities, Subscription Receipts, Warrants or Units will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Warrants or Units will not be listed on any securities exchange. See “ Risk Factors ” in this Prospectus as well as the “ Risk Factors ” section in any Prospectus Supplement. Certain dealers may make a market in these Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in these Securities or as to the liquidity of the trading market, if any, for these Securities.

MARKET FOR SECURITIES

The Common Shares trade on the NEO under the symbol “EVTG” and are quoted on the OTCQB market under symbol “EVTGF”. On November 10, 2022, the last day of trading prior to the date of this Prospectus, the closing price of the Common Shares on the NEO was C$0.42. The following table sets out the aggregate volume of trading and the

high and low trading prices of the Common Shares on the NEO for the periods indicated. The information below should not be viewed as an indication that the market price of the Common Shares will continue at such levels.

	Period High Low Volume1
	April 12 – 30, 2022 C$5.85 C$0.89 933,034
	May 2022 C$1.65 C$0.89 1,767,696
	June 2022 C$1.37 C$0.415 1,360,609
	July 2022 C$1.73 C$0.55 2,170,187
	August 2022 C$1.55 C$0.81 1,602,062
	September 2022 C$1.35 C$0.71 1,509,903
	October 2022 C$0.90 C$0.42 1,236,195
	November 1- 10, 2022 C$0.71 C$0.42 704,795
	Note: 1. Source:www.neo.inc

The applicable Prospectus Supplement will provide, as required, the trading price and volume disclosure with respect to the issuance of Securities pursuant to such Prospectus Supplement.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax considerations generally applicable to investors described therein of purchasing, holding and disposing of applicable Securities, including, in the case of an investor who is not a resident of Canada, Canadian non-resident withholding tax consideration.

RISK FACTORS

An investment in the Securities involves risks. Prospective investors should carefully consider the risks set forth below and described in the sections entitled “ Risk Factors ” in any Prospectus Supplement and those set forth in documents incorporated by reference in this Prospectus (including the AIF) and any applicable Prospectus Supplement, as well as other information in this Prospectus and any applicable Prospectus Supplement, before purchasing any of the Securities. Each of the risks described in these sections and documents could materially and adversely affect the business, financial condition, results of operations and prospects of the Corporation, and could result in a loss of investment. Additional risks and uncertainties not known to the Corporation or that the Corporation currently deems immaterial may also impair the Corporation’s business, financial condition, results of operations and prospects. No Market for the Securities

There is currently no trading market for any Debt Securities, Subscription Receipts, Warrants or Units that may be offered. No assurance can be given that an active or liquid trading market for these securities will develop or be sustained. If an active or liquid market for these securities fails to develop or be sustained, the prices at which these securities trade may be adversely affected. Whether or not these securities will trade at lower prices depends on many

factors, including liquidity of these securities, prevailing interest rates and the markets for similar securities, the market price of the Corporation, general economic conditions and the Corporation’s financial condition, historic financial performance and future prospects.

Broad Discretion in the Use of Proceeds

The Corporation will have broad discretion over the use of the net proceeds from the sale of Securities under this Prospectus and any Prospectus Supplement and may spend such proceeds in ways that do not improve the Corporation’s results of operations or enhance the value of the Common Shares or its other securities issued and outstanding from time to time. Any failure by the Corporation to apply these funds effectively could result in financial losses that could have a material adverse effect on the Corporation’s business or cause the price of the Securities issued and outstanding from time to time to decline.

The Fablink Acquisition and MIL Acquisition May Not be Completed

There can be no assurance that either of the Fablink Acquisition and MIL Acquisition will be completed in accordance with the terms of the Fablink Definitive Agreement and MIL Definitive Agreement, respectively, or at all. The completion of each of the Fablink Acquisition and the MIL Acquisition is subject to a number of closing conditions including, but not limited to, the Corporation having received financing of an amount sufficient to enable the Corporation to pay the aggregate consideration payable pursuant to the Fablink Definitive Agreement and MIL Definitive Agreement, respectively, and receipt of the requisite approvals of the NEO.

The Corporation May Require Authorizations as it Expands the Scope of its Business

As the Corporation expands the scope of its business and investment strategy, aspects of its operations may require registration with regulatory authorities in the jurisdictions in which it operates. There can be no assurance that all required approvals or authorizations will be obtained on a timely basis or at all. If such approvals or authorizations are obtained, there can be no assurance that the Corporation will be successful in obtaining such approvals or authorizations on terms that permit the Corporation to expand the scope of its business and investment strategy successfully and realize potential benefits.

Potential Dilution

The Corporation may sell Common Shares for such consideration and on such terms and conditions as shall be established by the board of directors of the Corporation and, in most cases, without the approval of the Corporation’s shareholders. The Corporation cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect the prevailing market price of the Common Shares. With any additional issuance of Common Shares, investors will experience dilution to their voting power and economic interest in the Corporation and the Corporation may experience dilution in its earnings per share. Furthermore, to the extent holders of the Corporation’s stock options or other convertible securities convert or exercise their securities and sell the Common Shares they receive, the trading price of the Common Shares may decrease due to the additional amount of Common Shares available in the market.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Odyssey Trust Company at its principal office in Calgary, Alberta.

INTERESTS OF EXPERTS

The Corporation’s independent auditor is McGovern Hurley LLP. McGovern Hurley LLP is independent with respect to the Corporation within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The Fablink Group’s independent auditor is Cooper Parry Group Limited. Cooper Parry Group Limited is independent with respect to the Fablink Group within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

MIL’s independent auditor is Adler Shine LLP. Adler Shine LLP is independent with respect to MIL within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain legal matters relating to the offering of Securities will be passed upon on behalf of the Corporation by Wildeboer Dellelce LLP with respect to matters of Canadian law. As of the date of this Prospectus, the partners and associates of Wildeboer Dellelce LLP own, directly or indirectly, less than 1% of the Common Shares. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and, if applicable, United States or other foreign laws.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Unless provided otherwise in a Prospectus Supplement, the following is a description of a purchaser’s statutory rights and contractual rights.

Securities legislation in some provinces and territories of Canada provides purchasers of Securities with the right to withdraw from an agreement to purchase Securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser are not sent or delivered to the purchaser.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation.

In an offering of Securities, to the extent such securities are convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the Securities are offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

Original purchasers of Securities which are convertible, exchangeable or exercisable into other securities of the Corporation will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will entitle such original purchasers to receive the amount paid for such Securities (and any additional amount paid upon conversion, exchange or exercise), upon surrender of the underlying securities acquired upon such conversion, exchange or exercise, in the event that this Prospectus, the applicable Prospectus Supplement or any amendment contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

APPENDIX A – MOKE INTERNATIONAL LIMITED FINANCIAL STATEMENTS

[ see attached ]

The Directors Moke International Limited Unit 3, Wingrave Road Aston Abbotts Aylesbury Buckinghamshire United Kingdom HP22 4LU

9 November 2022

Dear Sirs,

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Independent Auditor’s Review Report on Interim Financial Information for the six months ended 30 June 2022

Conclusion

We have reviewed the accompanying balance sheet of Moke International Limited as of 30 June 2022 and the related statements of income, changes in equity and cash flows for the sixmonth period then ended, and a summary of significant accounting policies and other explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not present fairly, in all material respects the financial position of the entity as at 30 June 2022, and of its financial performance and its cash flows for the six-month period then ended in accordance with UK adopted International Financial Reporting Standards ‘IFRS’.

Basis for Conclusion

We conducted our review in accordance with International Standard on Review Engagements ‘IRSE’ 2410 (UK), “Review of Interim Financial Information Performed by the Independent Auditor of the Entity.” A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Conclusions Relating to Going Concern

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Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with the ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.

Responsibilities of directors

Management is responsible for the preparation and fair presentation of this interim financial information in accordance with IFRS. In preparing the half-yearly financial report, the directors are responsible for assessing the company’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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Yours faithfully

==> picture [97 x 47] intentionally omitted <==

Adler Shine LLP Chartered Accountants Aston House Cornwall Avenue London N3 1LF

MOKE INTERNATIONAL LIMITED

STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2022 (2021: SIX MONTHS ENDED 30 JUNE 2021)

Note Turnover 2 Cost of sales Gross (loss)/profit Administrative expenses Exceptional administrative expenses 4 Other operating income 5 Operating loss Finance expense 7 Loss before tax Loss for the period Total comprehensive income	2022 2021 $ $ 534,628 1,269,197 (657,013) (1,134,925) (122,385) 134,272 (1,260,222) (664,840) (73,826) (290,931) 10,809 - (1,445,625) (821,499) (791,484) (651,787) (2,237,109) (1,473,286) (2,237,109) (1,473,286) (2,237,109) (1,473,286)

The notes on pages 5 to 20 form part of these financial statements.

Page 1 of 20

MOKE INTERNATIONAL LIMITED

BALANCE SHEET AS AT 30 JUNE 2022 (2021: AS AT 31 DECEMBER 2021)

Note
Assets
Non‑current assets
Property, plant and equipment
9
Intangible assets
8
Current assets
Inventories
11
Trade and other receivables
12
Cash and cash equivalents
Total assets
Liabilities
Non‑current liabilities
Loans and borrowings
15
Current liabilities
Trade and other payables
13
Provisions
16
Total liabilities
Net liabilities
Issued capital and reserves
Share capital
17
Capital redemption reserve
Other reserves
Retained earnings
TOTAL EQUITY

2022
2021
$
$
616,651
645,951
5,719,259
4,518,025
6,335,910
5,163,976
1,529,501
1,084,163
727,031
1,400,907
1,881,741
4,655,877
4,138,273
7,140,947
10,474,182
12,304,923
25,011,063
24,933,529
25,011,063
24,933,529
4,882,519
4,573,203
75,116
55,601
4,957,635
4,628,804
29,968,698
29,562,333
(19,494,516) (17,257,410)
324
321
21
21
9
9
(19,494,870) (17,257,761)
(19,494,516)
(17,257,410)

The financial statements on pages 1 to 20 were approved and authorised for issue by the board of directors on and were signed on its behalf by:

(signed) " A. B. Mullineaux" 08 November 2022 A B Mullineaux Date Director

The notes on pages 5 to 20 form part of these financial statements.

Page 2 of 20

MOKE INTERNATIONAL LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2022 (2021: YEAR ENDED 31 DECEMBER 2021)

At 1 January 2021
Comprehensive income for the period
Loss for the period
Total comprehensive income for the period
Contributions by and distributions to owners
Issue of share capital
Shares cancelled during the year
Share buyback
Total contributions by and distributions to owners
At 31 December 2021
At 1 January 2022
Comprehensive income for the period
Loss for the period
Total comprehensive income for the period
Contributions by and distributions to owners
Issue of share capital
Total contributions by and distributions to owners
At 30 June 2022

$
$
$
$
$
249
-
-
(12,772,378)
(12,772,129)
-
-
-
(3,585,383)
(3,585,383)
-
-
-
(3,585,383)
(3,585,383)
93
-
9
-
102
(21)
-
-
-
(21)
-
21
-
(900,000)
(899,979)
72
21
9
(900,000)
(899,898)
321
21
9
(17,257,761)
(17,257,410)
321
21
9
(17,257,761)
(17,257,410)
-
-
-
(2,237,109)
(2,237,109)
-
-
-
(2,237,109)
(2,237,109)
3
-
-
-
3
3
-
-
-
3
324
21
9
(19,494,870)
(19,494,516)
Share capital
Capital
redemption
reserve
Other
reserves
Retained
earnings
Total equity

The notes on pages 5 to 20 form part of these financial statements.

Page 3 of 20

MOKE INTERNATIONAL LIMITED

STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2022 (2021: SIX MONTHS ENDED 30 JUNE 2021)

Note
Cash flows from operating activities
Loss for the year
Adjustments for
Depreciation of property, plant and equipment
9
Amortisation of intangible fixed assets
8
Finance expense
7
Government grants
5
Valuation of share option
18
Movements in working capital:
Decrease/(increase) in trade and other receivables
Decrease in inventories
11
Increase/(decrease) in trade and other payables
13
Increase in provisions and employee benefits
16
Decrease in investment
10
Cash generated from operations
Net cash used in operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
9
Purchase of intangibles
8
Government grants
5
Net cash used in investing activities
Cash flows from financing activities
Issue of ordinary shares
Interest paid
Issue of new loans
Share buyback
Net cash from financing activities
Net cash increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period

2022
2021
$
$ (2,237,109)
(1,473,286)
47,237
40,690
181,411
187,234
791,484
651,787
(10,809)
-
3
-
(1,227,783)
(593,575)
673,876
701,476
(445,338)
(628,557)
667,691
233,194
22,514
42,954
-
-
(309,040)
(244,509)
(309,040)
(244,509)
(17,936)
(28,910)
(1,382,644)
(817,766)
10,809
-
(1,389,771)
(846,676)
3
-
(1,152,861)
(14,270)
77,534
929,242
-
-
(1,075,325)
914,972
(2,774,136)
(176,212)
4,655,877
(169,542)
1,881,741
(345,755)

The notes on pages 5 to 20 form part of these financial statements.

Page 4 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

1 Accounting Policies

Basis of preparation

The financial statements of Moke International Limited (the “company” or “Moke”) for the period ended 30 June 2022 were authorised for issue by the board of directors.

Moke International Limited is a private company limited by shares, incorporated in England and Wales. The registered office is Unit 3 Wingrave Road, Aston Abbotts, Aylesbury, Buckinghamshire, HP22 4LU. The principal activity of the company was that of manufacturing and sale of the Moke car.

The company’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom.

The financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities which are carried at fair value or amortised cost as appropriate.

The preparation of financial statements in accordance with International Accounting Standards requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates. The principal accounting policies adopted are set out below.

As the Group was classified as ‘small’ under the Companies Act 2006, these accounts present information about the company as an individual undertaking and not about its Group. The company has a wholly owned investment in two subsidiary undertakings: MIL Assembly Fr SAS , which ceased operations on 20 May 2021. Since that date all of the trading operations have been conducted by the company. A summary of the financial results of MIL Assembly Fr SAS is disclosed in note 10. AIR Time Automotive Incorporated , a dormant entity registered in Delaware USA on 19 May 2022.

The financial statements are presented in US Dollars ($) because that is the currency of the primary economic environment in which the company operates. All values are rounded to the nearest $1 except where otherwise indicated.

The statement of comprehensive income and associated notes have been prepared for the six months ended 30 June 2022 (2021: six months ended 30 June 2021). The balance sheet and associated notes have been prepared as at 30 June 2022 (2021: as at 31 December 2021).

Going Concern

The directors have concluded that it is reasonable to adopt a going concern basis in preparing the financial statements. This is based on a reasonable expectation that the company has adequate resources to continue in operational existence for at least twelve months from the date of signing of these accounts.

The company made a loss for the period of $2,237,109 (2021: $1,473,286) and as at 30 June 2022 had net liabilities of $19,494,516 (2021: $17,257,410). The majority of the company's liabilities are long term and at 30 June 2022 the company had cash at bank of $1,881,741.

The directors have prepared projections for the next 12 months which confirms that this financing will provide sufficient liquidity to financially support the company for at least the next 12 months. It is for these reasons the directors have adopted the going concern basis of accounting. These financial statements do not contain the adjustments that would result if the company was unable to continue as a going concern.

Based on the above indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

Page 5 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Revenue - Sale of goods

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Expenditure and provisions

Expenditure is recognised in respect of goods and services received when supplied in accordance with contractual terms.

A provision is made when an obligation exists relating to a past event and where the amount of the obligation can be reliably estimated.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred. Development costs are capitalised when the related products meet the recognition criteria of an internally generated intangible asset, the key criteria being as follows:

technical feasibility of the completed intangible asset has been established;
it can be demonstrated that the asset will generate probable future economic benefits;
adequate technical, financial and other resources are available to complete the development;
the expenditure attributable to the intangible asset can be reliably measured; and
the company has the ability and intention to use or sell the asset.

Expenses for research and development include associated wages and salaries, material costs, depreciation on non-current assets and directly attributable overheads.

Government grants

Grants are accounted under the accruals model as permitted by IAS 20. Grants relating to expenditure on property, plant and equipment are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the statement of comprehensive income in the same period as the related expenditure.

Finance income and finance costs

Finance income is recognised when it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably. It is accrued on a time basis by reference to the principal outstanding and at the effective interest rate applicable. Borrowing costs are recognised as an expense in the period in which they are incurred.

Page 6 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

Retirement benefits - Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Exceptional items

Exceptional items have been disclosed separately on the face of the income statement due to the size or unusual nature of the item in order to enable users of the financial statements to separate these from the usual trading conditions of the company.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Impairment of non-current assets

At each reporting date, the directors review the carrying amounts of property, plant and equipment assets, goodwill and other intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the directors estimate the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Property, plant and equipment

Property, plant and equipment under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 7 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.

Depreciation is provided on the following basis:

Plant and machinery

10%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Inventories

Inventories are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, inventories are assessed for impairment. If inventories are impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out right short term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Page 8 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

Receivables

Short term receivables are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Liabilities

Short term liabilities are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of comprehensive income and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

The company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the combined statement of financial position differs from its tax base, except for differences arising on:

the initial recognition of goodwill;
the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.

Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

the same taxable group company; or
different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.

Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet.

Page 9 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period.

IAS 1 “Presentation of	The amendments provide a new definition of material that states “information is material if omitting,
Financial Statements” and	misstating or obscuring it could reasonably be expected to influence decisions that the primary users of
IAS 8 “Accounting Policies,	general purpose financial statements make on the basis of those financial statements, which provide
Changes in Accounting	financial information about a specific reporting entity.”
Estimates and Errors
(Amendment – Definition of	The amendments clarify that materiality will depend on the nature or magnitude of information, either
Material)”	individually or in combination with other information, in the context of the financial statements. A
	misstatement of information is material if it could reasonably be expected to influence decisions made
	by the primary users. These amendments had no impact on the financial information.
Amendments to IFRS 3:	The amendments to IFRS 3 clarify that to be considered a business, an integrated set of activities and
Definition of a Business	assets must include, at a minimum, an input and a substantive process that together significantly
	contribute to the ability to create outputs. Furthermore, it was clarified that a business can exist
	without including all of the inputs and processes needed to create outputs. These amendments had no
	impact on the financial information of the company but may impact future periods should the company
	enter into any business combinations.
Amendments to IFRS 7, IFRS	The amendments to IFRS 9 and IAS 39 Financial Instruments: Recognition and Measurement provide a
9 and IAS 39: Interest Rate	number of reliefs, which apply to all hedging relationships that are directly affected by interest rate
Benchmark Reform	benchmark reform. These amendments had no impact on the financial information of the Company as
	it does not have any interest rate hedge relationships.
Amendments to IFRS 16 -	COVID-19 related rent concessions. The amendment exempts lessees from having to consider individual
Effective for accounting	lease contracts to determine whether rent concessions occurring as a direct consequence of the COVID-
periods commencing on or	19 pandemic are lease modifications and allow lessees to account for such rent concessions as if they
after 1 June 2020	were not lease modifications. It applies to COVID-19 related rent concessions that reduce lease
	payments due on or before 30 June 2021.

Standards which are in issue but not yet effective

At the date of authorisation of the financial statements, the following Standards and Interpretations, which have not been applied in the financial statements, were in issue but not yet effective:

Annual Improvements to IFRSs – 2018-2020 Minor amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41. cycle - Effective for accounting periods commencing on or after 1 January 2022

IAS 16 Property, Plant and Equipment - Amendment – Proceeds before Intended Use. Effective for accounting periods commencing on or after 1 January 2022

IAS 37 Provisions, Contingent Liabilities and Amendment – Onerous Contracts – Cost of Fulfilling a Contract. Contingent Assets - Effective for accounting periods commencing on or after 1 January 2022

Page 10 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

IFRS 3 Business Combinations - Effective for Amendment – Reference to the Conceptual Framework. accounting periods commencing on or after 1 January 2022

IAS 1 - Effective for accounting periods In January 2020, the IASB issued amendments to IAS 1 “Presentation of Financial commencing on or after 1 January 2023 Statements”, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that ‘settlement’ includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument.

Management anticipates that these new standards, interpretations and amendments will be adopted in the financial statements as and when they are applicable. The adoption of these new standards, interpretations and amendments, will be reviewed for their impact on the financial statements prior to their initial application.

Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Tangible and intangible fixed Judgements have been made in relation to the lives of tangible and intangible assets. In particular, the assets valuation and the useful economic life and residual values of plant and machinery. The directors have concluded that the asset values and residual values are appropriate. Valuation of options Share options are measured at fair value. Market prices are considered reflect current fair value but where these are not available judgements have been made on the most appropriate valuation methods based on the share option conditions, market volatility and other contributing factors.

Valuation of warranties Provisions for damaged or faulty products are calculated and provided for based on historic trends, managements knowledge of products and technological improvements in components. The directors have concluded that the valuations of provisions are appropriate.

Page 11 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

2 Revenue

The following is an analysis of the company's revenue for the period from continuing operations:

Sale of goods		2022 2021 $ $ 534,628 1,269,197
		534,628 1,269,197
Revenue analysed by geographical market: United Kingdom Rest of Europe Rest of the world		2022 2021 $ $ 499,223 1,244,826 26,862 - 8,544 24,371
		534,628 1,269,197
3 Staff Costs Wages, salaries and Fees Social security costs Pension costs		2022 2021 $ $ 440,769 245,161 32,179 4,036 10,531 -
		483,479 249,197
The average monthly number of employees, including directors, during the period was 8 (2021: 3). Directors Administrative		2022 2021 Number Number 4 1 4 2
		8 3
Directors remuneration, included in staff costs Wages and salaries Fees Social security costs Pension costs		2022 2021 $ $ 161,173 - 72,370 - 18,289 - 4,899 -
		256,730 -
J A Vaughan A B Mullineaux R M S Kennedy I M Dando	$ $ $ $ 38,705 13,112 5,079 - 58,011 - 6,224 2,320 64,457 - 6,986 2,578 - 59,258 - - Wages and salaries Fees Social security costs Pension costs	$ $ 56,896 - 66,556 - 74,021 - 59,258 - 2021 Total
Total	161,173 72,370 18,289 4,899	256,730 -

Page 12 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

4 Exceptional Items

Closure of French Operations	2022 2021 $ $ 73,826 290,931 73,826 290,931

Closure of French Operations costs includes the termination costs of the facility, staff redundancy costs and logisitics to relocated inventory and equipment to the United Kingdom following the closure of the MOKE operated vehicle manufacturing facility in France.

5 Other operating income Government grants receivable	2022 2021 $ $ 10,809 - 10,809 -

Government grants were awarded by the United Kingdom Department for Transport to support the development of lightweight, lowemission vehicles.

6 Auditors' remuneration

Fees payable to the company's auditor:

For audit services For non-audit services 7 Finance income and expense recognise in profit or loss Finance expense Bank interest payable Other loan interest payable Total finance expense Net finance expense recognised in profit or loss	2022 2021 $ $ - - - - - - 2022 2021 $ $ - 14,375 791,484 637,412 791,484 651,787 791,484 651,787

Page 13 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

8 Intangible Assets

Cost
At 1 January 2022
Additions
At 30 June 2022
Amortisation
At 1 January 2022
Charge for the period
At 30 June 2022
Net book value
At 30 June 2022
At 31 December 2021
9
Property, plant and equipment
Cost or valuation
At 1 January 2022
Additions
Disposals
At 30 June 2022
Depreciation
At 1 January 2022
Charge for the period on owned assets
Disposals
At 30 June 2022
Net book value
At 30 June 2022
At 31 December 2021
10
Fixed asset investments
Cost
At 1 January 2022
At 30 June 2022
Impairment
At 1 January 2022
Charge for the period
At 30 June 2022
Net book value
At 30 June 2022
At 31 December 2021

$
$
$
3,747,194
1,766,024
5,513,218
1,379,422
3,222
1,382,644
5,126,617
1,769,246
6,895,862
460,423
534,770
995,193
92,989
88,422
181,411
553,412
623,192
1,176,604
4,573,205
1,146,054
5,719,259
3,286,771
1,231,254
4,518,025
$
937,664
17,936
-
955,600
291,712
47,237
-
338,949
616,651
645,951
Investments in subsidiary companies
$
11,455
11,455
11,455
-
11,455
-
-
Plant &
machinery
Development
expenditure
Trademarks
Total

Page 14 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

Results of wholly owned subsidiary

MOKE International Limited owns 100% of the issued share capital of MOKE Assembly Fr SAS, a private limited company registered in France. Summaried results of this entity for the period are as follows:

Revenue Expenditure Profit/(loss) for the period Total assets Total liabilities Net assets/(liabilities)	2022 2021 € € - 1,254,956 - (1,322,542) - (67,586) 10,619 10,619 (76,567) (76,567) (65,948) (65,948)

All MOKE Assembly Fr SAS revenue was generated by way of intercompany recharges to MOKE International Limited, where it was recognised in Cost of Sales. Operations of MOKE Assembly Fr SAS ceased on 20 May 2021.

11 Inventories Raw materials and consumables Finished goods and goods for resale	2022 2021 $ $ 1,357,309 911,971 172,192 172,192 1,529,501 1,084,163

The amount of inventories recognised as an expense during the period was $485,790 (2021: $1,256,156).

12 Receivables Trade receivables Other receivables Prepayments and accrued income 13 Trade and other payables Trade payables Other taxation and social security Other payables Accruals and deferred income 14 Non-current liabilities Other loans Preference shares treated as debt	2022 2021 $ $ 302,792 1,111,271 214,440 201,176 209,799 88,460 727,031 1,400,908 2022 2021 $ $ 1,127,255 506,987 22,172 65,395 1,000,822 1,008,400 2,732,270 2,992,421 4,882,519 4,573,203 2022 2021 $ $ 25,011,063 19,468,047 - 5,465,482 25,011,063 24,933,529

Page 15 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

The preference shares entitle the holder to a fixed cumulative preferential cash dividend at the rate of six per cent per annum and a further preferential cash dividend at the rate of eight per cent per annum on the amount of any overdue unpaid dividend. The holders of the preference shares have no right to attend and vote at a general meeting. The company has the right at any time, and on more than one occasion, to redeem the preference shares by giving to the registered holder one month's written notice.

The other loans are for a duration of five years and bear interest at the rate of six per cent. The company will make all payments under the facility without set off or counterclaim and without withholding or deduction, except where required by law or in respect of any present or future taxes, duties or other similar charges.

15 Loans and borrowings Non-current Other loans repayable within 2 – 5 years Other loans repayable in more than 5 years Redeemable preference shares	2022 2021 $ $ 10,245,579 10,168,047 14,765,484 9,300,000 - 5,465,482 25,011,063 24,933,529

16 Provisions At 1 January 2022 Charged to profit or loss Utilised in period At 30 June 2022	$ 55,601 20,637 (1,122) 75,116 Warranty provision

The provision relates to the manufacturer warranty offered on the sale of new MOKE motor vehicles. Certain suppliers offer warranties on critical components and therefore the Companys is exposed to the element of risk not passed on to a component manufacturer only. The provision is calculated as a proportion of manufacturing cost and the timing of associated outflows is uncertain.

17 Share capital Authorised Shares treated as equity Ordinary shares of £0.10 each Shares treated as liability Preference shares of $1.00 each	2022 2022 2021 2021 Number £ Number £ 3,168 317 3,168 317 3,168 317 3,168 317 2022 2022 2021 2021 Number $ Number $ - - 5,465,482 5,465,482 - - 5,465,482 5,465,482

Page 16 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

Issued and fully paid Ordinary shares of £0.10 each At 1 January 2022 Issued in period Cancelled in period At Balance Sheet date Preference shares of $1.00 each At 1 January and Balance sheet date	2022 2022 2021 2021 Number $ Number $ 2,403 321 1,860 249 21 3 693 93 - - (150) (21) 2,424 324 2,403 321 - - 5,465,482 5,465,482

18 Share based payments

At 30 June 2022, outstanding awards to subscribe for ordinary shares of £0.10 each in the company, granted in accordance with the rules of the Moke International Limited share option scheme were as follows:

Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period Expired during the period Outstanding at the end of the period	Weighted average exercise price Weighted average exercise price (pence) Number (pence) Number 2022 2022 2021 2021 10 411 10 97 - - 10 314 - - - - 10 (21) - - - - - - 10 390 10 411

‑ The fair value of the share options has been calculated using the Black Scholes model. Volatility was determined by reference to the trading history of shares of another motor vehicle company.

	2022	2021
Weighted average share price (£)	£0.10	£0.10
Exercise price (£)	£0.10	£0.10
Weighted average contractual life (years)	3	3
Expected volatility	50.90%	50.90%
Expected dividend growth rate	0%	0%
Risk‑free interest rate	0.25%	0.25%

On the issue of these options the company recognised a charge of $9, being the estimated fair value of the options.

19 Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and in the period amounted to $10,531 (2021: $0). Contributions of $2,998 (2021: $0) were payable to the fund at the balance sheet date.

Page 17 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

20 Financial instruments

Financial assets and liabilities

The carrying amounts of financial assets and financial liabilities were as follows:

Note Financial assets measured at amortised cost Cash and cash equivalents 13 Trade and other receivables 12 Total financial assets Financial liabilities measured at amortised cost Loans and borrowings 15 Trade and other payables 13 Total financial liabilities	2022 2021 $ $ 1,881,741 4,655,877 727,031 1,400,908 2,608,772 6,056,785 25,011,063 24,933,529 4,882,519 4,573,203 29,893,582 29,506,732

Cash and cash equivalents comprise cash at bank and in hand.

The carrying value of financial assets of the Company are materially the same as their fair values.

The fair values of the liabilities are also considered to be equal to their carrying values, given they carry interest at market rates.

21 Financial risk management objectives and policies

Introduction

The Company's principal financial liabilities comprise loans and borrowings, and trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include trade receivables, and that derive directly from its operations.

The Company is exposed to market risk, liquidity risk and credit risk, overseen by the directors of the Company.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign exchange risk and other price risk, such as equity price risk and commodity risk.

Financial instruments affected by market risk include loans and borrowings, deposits, and equity investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has no direct exposure to the risk of changes in market interest rates due to the fixed interest rates on shareholder loans.

Foreign exchange risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities.

The Company sources components, incurs expenses and generates revenue primarily in GBP, EUR and USD and is therefore exposed to potential changes in foreign exchange rates for/from these currencies.

The net foreign exchange gains/losses recognised in profit or loss are represented within administrative expenses and resulted in a net gain/(loss) of ($37,304) for the period (2021: ($2,425)).

Page 18 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

The Company’s exposure to foreign currency risk at the end of the reporting period was as follows:

Cash and cash equivalents/ bank overdrafts USD GBP EUR Trade and other receivables USD GBP EUR Trade and other payables USD GBP EUR	2022 2021 $ $ 1,794,111 4,109,685 78,466 67,529 9,164 478,663 1,881,741 4,655,877 44,230 - 400,990 201,176 72,012 - 517,232 201,176 1,158,583 1,128,451 889,789 331,767 73,666 55,169 2,122,038 1,515,387

Commodity price risk

The Company is not directly materially affected by the price of any single commodity. The financial performance of the Company may be indirectly impacted by the pass-through of risk faced by suppliers who consume commodities, but the impact is not quantifiable with sufficent accuracy for disclosure.

Liquidity risk

The Company monitors the liquidity requirements through various methods.

Analysis of contractual cash flow maturities

Due within 12 months Due after more than 12 months Total	2022 2021 2022 2021 $ $ $ $ - - 4,882,519 4,573,203 25,011,063 24,933,529 - - 25,011,063 24,933,529 4,882,519 4,573,203 Loans and Borrowings Trade and Other Payables

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, (primarily deposits with banks and financial institutions).

The Company has neither experienced or anticipates any credit loss from the trade receivables recognised at the balance sheet date, and therefore does not recognise a provision against trade receivables.

22 Capital risk management

For the purpose of the Company's capital management, capital includes issued capital, and all other equity reserves attributable to shareholders. The primary objective of the Company's capital management is to maximise the shareholder value.

No changes were made in the objectives, policies or processes for managing capital during the periods of account.

Page 19 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

23 Capital commitments and contingencies

Capital commitments

There were no capital commitments at the balance sheet date (2021: None)

Contingent liabilities

There were no contingent liabilities to disclose at the balance sheet date (2021: None)

24 Related Party Transactions

During the period, a director invoiced the company $59,258 (2021: $0) for their services through Luxury Retail Consulting Limited, a company in which they are a director. At the balance sheet date $41,993 (2021: $75,602) was payable to this related party and included in trade payables.

25 Post Balance Sheet Events

A shareholder exercised a vested share option on 97 shares on 12 August 2022 following the provision of a $1.3m shareholder loan facility.

The option agreement dated 20 July 2022 for the disposal of more than 50% of the company to EV Technology Group Inc was due to expire on 15 September 2022. This condition was extended to 31 January 2023.

26 Controlling Party

There is no ultimate controlling party.

Page 20 of 20

The Directors Moke International Limited Unit 3, Wingrave Road Aston Abbotts Aylesbury Buckinghamshire United Kingdom HP22 4LU

9 November 2022

Dear Sirs,

==> picture [179 x 332] intentionally omitted <==

Accountant’s Report on the financial statements of Moke International Limited (“MIL”) for two years ended 31 December 2021

We report on the financial statements of Moke International Limited (“MIL”) for two years ended 31 December 2021 (the “MIL Financial Statements”) set out in an appendix to the Short Form Base Shelf Prospectus of EV Technology Group Ltd (“the Prospectus”). The MIL Financial Statements have been prepared for inclusion in the Prospectus on the basis of the accounting policies set out at Note 2 to the financial statements.

Opinion on financial information

In our opinion, the MIL Financial Statements give, for the purpose of Prospectus, a true and fair view of the state of affairs of MIL as at the dates stated and of its results, cash flows, statement of comprehensive income and changes in equity for the two years ended 31 December 2021 in accordance with the basis of preparation set out in Note 2 to the MIL Financial Statements.

Responsibilities

The directors of the Company (the “Directors”) are responsible for preparing the MIL Financial Statements in accordance with UK adopted International Financial Reporting Standards (“IFRS”). It is our responsibility to form an opinion on the MIL Financial Statements, and to report our opinion to you.

Save for any responsibility arising to the Members of MIL, to the fullest extent permitted by law, we do not accept or assume responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement.

Basis of opinion

==> picture [132 x 85] intentionally omitted <==

We conducted our work in accordance with the Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom. We are independent of MIL in accordance with the FRC’s Ethical Standard as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our work included an assessment of evidence relevant to the amounts and disclosures in the MIL Financial Statements. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the MIL Financial Statements and whether the accounting policies are appropriate to the MIL’s circumstances consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the MIL Financial Statements are free from material misstatement whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Conclusions relating to going concern

We have not identified any material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the ability of the MIL to continue as a going concern for a period of at least twelve months from the date of the Prospectus.

Accordingly, the use by the directors of the MIL of the going concern basis of accounting in the preparation of the financial information is appropriate.

Yours faithfully

==> picture [97 x 48] intentionally omitted <==

Adler Shine LLP Chartered Accountants Aston House Cornwall Avenue London N3 1LF

MOKE INTERNATIONAL LIMITED

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021

Note Turnover 2 Cost of sales Gross (loss)/profit Administrative expenses Exceptional administrative expenses 4 Other operating income 5 Operating loss Finance expense 7 Loss before tax Loss for the financial year Total comprehensive income	2021 2020 $ $ 2,309,904 408,810 (2,453,456) (264,846) (143,552) 143,964 (1,873,645) (2,162,433) (515,511) (950,000) 364,820 - (2,167,888) (2,968,469) (1,417,495) (929,780) (3,585,383) (3,898,249) (3,585,383) (3,898,249) (3,585,383) (3,898,249)

The notes on pages 5 to 20 form part of these financial statements.

Page 1 of 20

MOKE INTERNATIONAL LIMITED

BALANCE SHEET AS AT 31 DECEMBER 2021

Note
Assets
Non‑current assets
Property, plant and equipment
9
Intangible assets
8
Other non‑current investments
10
Current assets
Inventories
11
Trade and other receivables
12
Cash and cash equivalents
Total assets
Liabilities
Non‑current liabilities
Trade and other payables
14
Loans and borrowings
15
Current liabilities
Bank overdraft
13
Trade and other payables
13
Provisions
16
Total liabilities
Net liabilities
Issued capital and reserves
Share capital
17
Capital redemption reserve
Other reserves
Retained earnings
TOTAL EQUITY

2021
2020
$
$
645,951
567,346
4,518,025
2,959,072
-
11,455
5,163,976
3,537,873
1,084,163
1,405,332
1,400,907
1,282,592
4,655,877
278
7,140,947
2,688,202
12,304,923
6,226,075
-
344,987
24,933,529
16,147,532
24,933,529
16,492,519
-
169,820
4,573,203
2,328,858
55,601
7,007
4,628,804
2,505,685
29,562,333
18,998,204
(17,257,410) (12,772,129)
321
249
21
-
9
-
(17,257,761) (12,772,378)
(17,257,410)
(12,772,129)

The financial statements on pages 1 to 20 were approved and authorised for issue by the board of directors on and were signed on its behalf by:

(signed) " A. B. Mullineaux " 08 November 2022 A B Mullineaux Date Director

The notes on pages 5 to 20 form part of these financial statements.

Page 2 of 20

MOKE INTERNATIONAL LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2021

At 1 January 2020
Comprehensive income for the period
Loss for the period
Total comprehensive income for the period
Contributions by and distributions to owners
Issue of share capital
Total contributions by and distributions to owners
At 31 December 2020
At 1 January 2021
Comprehensive income for the period
Loss for the period
Total comprehensive income for the period
Contributions by and distributions to owners
Issue of share capital
Shares cancelled during the year
Share buyback
Total contributions by and distributions to owners
At 31 December 2021

$
$
$
$
$
204
-
-
(8,874,129)
(8,873,925)
-
-
-
(3,898,249)
(3,898,249)
-
-
-
(3,898,249)
(3,898,249)
45
-
-
-
45
45
-
-
-
45
249
-
-
(12,772,378)
(12,772,129)
249
-
-
(12,772,378)
(12,772,129)
-
-
-
(3,585,383)
(3,585,383)
-
-
-
(3,585,383)
(3,585,383)
93
-
9
-
102
(21)
-
-
-
(21)
-
21
-
(900,000)
(899,979)
72
21
9
(900,000)
(899,898)
321
21
9
(17,257,761)
(17,257,410)
Share capital
Capital
redemption
reserve
Other
reserves
Retained
earnings
Total equity

The notes on pages 5 to 20 form part of these financial statements.

Page 3 of 20

MOKE INTERNATIONAL LIMITED

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2021

Note
Cash flows from operating activities
Loss for the year
Adjustments for
Depreciation of property, plant and equipment
9
Amortisation of intangible fixed assets
8
Finance expense
7
Loss on sale of property, plant and equipment
Government grants
5
Valuation of share option
18
Movements in working capital:
Decrease/(increase) in trade and other receivables
Decrease in inventories
11
Increase/(decrease) in trade and other payables
13
Increase in provisions and employee benefits
16
Decrease in investment
10
Cash generated from operations
Net cash used in operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
9
Purchase of intangibles
8
Government grants
5
Net cash used in investing activities
Cash flows from financing activities
Issue of ordinary shares
Interest paid
Issue of new loans
Share buyback
Net cash from financing activities
Net cash increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year

2021
2020
$
$ (3,585,383)
(3,898,249)
84,973
77,353
368,374
303,728
1,417,495
929,780
47,666
-
(21,100)
-
9
-
(1,687,966)
(2,587,388)
(118,316)
(309,392)
321,169
190,314
(118,316)
(67,886)
48,594
7,007
11,455
11,455
(783,459)
(2,755,891)
(783,459)
(2,755,891)
(219,474)
(25,200)
(1,927,327)
(754,843)
21,100
-
(2,125,701)
(780,043)
93
45
(151,512)
(1,652,971)
8,785,997
5,274,926
(900,000)
-
7,734,579
3,622,001
4,825,419
86,067
(169,542)
(255,609)
4,655,877
(169,542)

The notes on pages 5 to 20 form part of these financial statements.

Page 4 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

1 Accounting Policies

Basis of preparation

The financial statements of Moke International Limited (the “company” or “Moke”) for the year ended 31 December 2021 were authorised for issue by the board of directors.

The company’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom. These financial statements for the year ended 31 December 2021 are the first the company has prepared in accordance with IFRS and have been prepared solely for presentation in the Prospectus. For all periods up to and including the year ended 31 December 2021, the company prepared its statutory financial statements in accordance with Financial Reporting Standard 102 (FRS 102), the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the Companies Act 2006.

Management performed an impact assessment of the differences between reporting frameworks affecting reported financial position, financial performance and cash flows and determined that no difference in accounting was required other than additional financial statement disclosure requirements which have been satisfied in these financial statements.

The financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities which are carried at fair value or amortised cost as appropriate.

Going Concern

The company made a loss for the year of $3,585,383 (2020: $3,898,249) and as at 31 December 2021 had net liabilities of $17,257,410 (2020: $12,772,129). The majority of the company's liabilities are long term and at 31 December 2021 the company had cash at bank of $4,655,877.

Based on the above indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

Page 5 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

Revenue - Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Expenditure and provisions

Expenditure is recognised in respect of goods and services received when supplied in accordance with contractual terms.

A provision is made when an obligation exists relating to a past event and where the amount of the obligation can be reliably estimated.

Research and development

technical feasibility of the completed intangible asset has been established;
it can be demonstrated that the asset will generate probable future economic benefits;
adequate technical, financial and other resources are available to complete the development;
the expenditure attributable to the intangible asset can be reliably measured; and
the company has the ability and intention to use or sell the asset.

Expenses for research and development include associated wages and salaries, material costs, depreciation on non-current assets and directly attributable overheads.

Government grants

Finance income and finance costs

Page 6 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Retirement benefits - Defined contribution pension plan

Share based payments

Exceptional items

Intangible assets

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Derecognition of intangible assets

Impairment of non-current assets

Property, plant and equipment

Page 7 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.

Depreciation is provided on the following basis:

Plant and machinery

10%

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Inventories

Financial instruments

Page 8 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Receivables

Cash and cash equivalents

Liabilities

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred taxation

the initial recognition of goodwill;
the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

the same taxable group company; or
different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.

Provisions for liabilities

Page 9 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period.

IAS 1 “Presentation of	The amendments provide a new definition of material that states “information is material if omitting,
Financial Statements” and	misstating or obscuring it could reasonably be expected to influence decisions that the primary users of
IAS 8 “Accounting Policies,	general purpose financial statements make on the basis of those financial statements, which provide
Changes in Accounting	financial information about a specific reporting entity.”
Estimates and Errors
(Amendment – Definition of	The amendments clarify that materiality will depend on the nature or magnitude of information, either
Material)”	individually or in combination with other information, in the context of the financial statements. A
	misstatement of information is material if it could reasonably be expected to influence decisions made
	by the primary users. These amendments had no impact on the financial information.
Amendments to IFRS 3:	The amendments to IFRS 3 clarify that to be considered a business, an integrated set of activities and
Definition of a Business	assets must include, at a minimum, an input and a substantive process that together significantly
	contribute to the ability to create outputs. Furthermore, it was clarified that a business can exist
	without including all of the inputs and processes needed to create outputs. These amendments had no
	impact on the financial information of the company but may impact future periods should the company
	enter into any business combinations.
Amendments to IFRS 7, IFRS	The amendments to IFRS 9 and IAS 39 Financial Instruments: Recognition and Measurement provide a
9 and IAS 39: Interest Rate	number of reliefs, which apply to all hedging relationships that are directly affected by interest rate
Benchmark Reform	benchmark reform. These amendments had no impact on the financial information of the Company as
	it does not have any interest rate hedge relationships.
Amendments to IFRS 16 -	COVID-19 related rent concessions. The amendment exempts lessees from having to consider individual
Effective for accounting	lease contracts to determine whether rent concessions occurring as a direct consequence of the COVID-
periods commencing on or	19 pandemic are lease modifications and allow lessees to account for such rent concessions as if they
after 1 June 2020	were not lease modifications. It applies to COVID-19 related rent concessions that reduce lease
	payments due on or before 30 June 2021.

Standards which are in issue but not yet effective

At the date of authorisation of the financial statements, the following Standards and Interpretations, which have not been applied in the financial statements, were in issue but not yet effective:

Annual Improvements to IFRSs – 2018-2020 Minor amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41. cycle - Effective for accounting periods commencing on or after 1 January 2022

IAS 16 Property, Plant and Equipment - Amendment – Proceeds before Intended Use. Effective for accounting periods commencing on or after 1 January 2022

Page 10 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

IFRS 3 Business Combinations - Effective for Amendment – Reference to the Conceptual Framework. accounting periods commencing on or after 1 January 2022

Critical accounting estimates and judgements

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Valuation of inventories Stock is included at lower of cost and net realisable value. The directors have reviewed the inventories obsolescence policy and are satisfied that stock is fairly valued at the year end. Tangible and intangible fixed Judgements have been made in relation to the lives of tangible and intangible assets. In particular, the assets valuation and the useful economic life and residual values of plant and machinery. The directors have concluded that the asset values and residual values are appropriate. Valuation of options Share options are measured at fair value. Market prices are considered reflect current fair value but where these are not available judgements have been made on the most appropriate valuation methods based on the share option conditions, market volatility and other contributing factors. Valuation of warranties Provisions for damaged or faulty products are calculated and provided for based on historic trends, managements knowledge of products and technological improvements in components. The directors have concluded that the valuations of provisions are appropriate.

Page 11 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

2 Revenue

The following is an analysis of the company's revenue for the year from continuing operations:

Sale of goods		2021 2020 $ $ 2,309,904 408,810
		2,309,904 408,810
Revenue analysed by geographical market: United Kingdom Rest of Europe Rest of the world		2021 2020 $ $ 1,547,753 202,759 95,062 2,431 667,091 203,620
		2,309,904 408,810
3 Staff Costs Wages, salaries and Fees Social security costs Pension costs		2021 2020 $ $ 593,277 469,970 31,973 8,998 2,280 -
		627,530 478,968
The average monthly number of employees, including directors, during the year was 4 (2020: 4). Directors Administrative		2021 2020 Number Number 3 3 1 1
		4 4
Directors remuneration, included in staff costs Wages and salaries Fees Social security costs Pension costs		2021 2020 $ $ 171,361 - 74,893 87,063 22,423 - 1,700 -
		270,378 87,063
S Bush A B Mullineaux R M S Kennedy I M Dando	$ $ $ $ - - - - 78,998 - 10,289 805 92,363 - 12,134 895 - 74,893 - - Wages and salaries Fees Social security costs Pension costs	$ $ - 87,063 90,092 - 105,392 - 74,893 - Total 2020
Total	171,361 74,893 22,423 1,700	270,378 87,063

Page 12 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

4 Exceptional Items

Settlement Agreements Closure of French Operations	2021 2020 $ $ - 950,000 515,511 - 515,511 950,000

Settlement agreement costs relate to the winding up of a previous Joint Venture operation in the USA, and represents the agreed 50% cost share of that operation owed to the other party.

5 Other operating income

Research and development tax credit Government grants receivable	2021 2020 $ $ 343,719 - 21,100 - 364,820 -

Government grants were awarded by the United Kingdom Department for Transport to support the development of lightweight, lowemission vehicles.

6 Auditors' remuneration

Fees payable to the company's auditor:

For audit services For non-audit services 7 Finance income and expense recognise in profit or loss Finance expense Bank interest payable Other loan interest payable Total finance expense Net finance expense recognised in profit or loss	2021 2020 $ $ 26,117 25,687 7,200 1,742 33,317 27,429 2021 2020 $ $ 29,704 - 1,387,791 929,780 1,417,495 929,780 1,417,495 929,780

Page 13 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

8 Intangible Assets

Cost
At 1 January 2021
Additions
At 31 December 2021
Amortisation
At 1 January 2021
Charge for the year
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
9
Property, plant and equipment
Cost or valuation
At 1 January 2021
Additions
Disposals
At 31 December 2021
Depreciation
At 1 January 2021
Charge for the year on owned assets
Disposals
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
10
Fixed asset investments
Cost
At 1 January 2021
At 31 December 2021
Impairment
At 1 January 2021
Charge for the period
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020

$
$
$
1,857,086
1,728,805
3,585,891
1,890,108
37,219
1,927,327
3,747,194
1,766,024
5,513,218
271,776
355,043
626,819
188,647
179,727
368,374
460,423
534,770
995,193
3,286,771
1,231,254
4,518,025
1,585,310
1,373,762
2,959,072
$
797,871
219,474
(79,681)
937,664
230,525
84,973
(23,786)
291,712
645,951
567,346
Investments in subsidiary companies
$
11,455
11,455
-
11,455
11,455
-
11,455
Development
expenditure
Plant &
machinery
Trademarks
Total

Page 14 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Results of wholly owned subsidiary

Revenue Expenditure Profit/(loss) for the year Total assets Total liabilities Net assets/(liabilities)	2021 2020 € € 1,254,956 391,848 (1,322,542) (400,653) (67,586) (8,805) 10,619 815,814 (76,567) (814,176) (65,948) 1,638

11 Inventories Raw materials and consumables Finished goods and goods for resale	2021 2020 $ $ 911,971 659,884 172,192 745,449 1,084,163 1,405,332

The amount of inventories recognised as an expense during the year was $2,395,182 (2020: $2,861,952).

12 Receivables Trade receivables Amounts owed by group undertakings Other receivables Prepayments and accrued income 13 Trade and other payables Bank overdrafts Trade payables Other taxation and social security Other payables Accruals and deferred income	2021 2020 $ $ 1,111,271 29,495 - 871,674 201,176 239,453 88,460 141,970 1,400,907 1,282,592 2021 2020 $ $ - 169,820 506,987 449,647 65,395 - 1,008,400 985,410 2,992,421 893,801 4,573,203 2,498,678

The company's overdraft was secured by a joint and several, supported guarantee, limited to £500,000 plus interest and costs provided by certain shareholders, one of whom is also a director of the company. The overdraft facility and associated guarantee was released in September 2021.

14 Non-current liabilities Other loans Other payables Preference shares treated as debt	2021 2020 $ $ 19,468,047 10,682,050 - 344,987 5,465,482 5,465,482 24,933,529 16,492,519

Page 15 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

15 Loans and borrowings Non-current Other loans repayable within 2 – 5 years Other loans repayable in more than 5 years Redeemable preference shares Current Overdrafts 16 Provisions At 1 January 2021 Charged to profit or loss Utilised in year At 31 December 2021	2021 2020 $ $ 10,168,047 10,682,050 9,300,000 - 5,465,482 5,465,482 - 169,820 24,933,529 16,317,352 $ 7,007 53,182 (4,588) 55,601 Warranty provision

17 Share capital Authorised Shares treated as equity Ordinary shares of £0.10 each Shares treated as liability Preference shares of $1.00 each	2021 2021 2020 2020 Number £ Number £ 3,168 317 1,724 172 3,168 317 1,724 172 2021 2021 2020 2020 Number $ Number $ 5,465,482 5,465,482 5,465,482 5,465,482 5,465,482 5,465,482 5,465,482 5,465,482

Page 16 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

Issued and fully paid Ordinary shares of £0.10 each At 1 January 2021 Issued in year Cancelled in year At Balance Sheet date Preference shares of $1.00 each At 1 January and Balance sheet date	2021 2021 2020 2020 Number $ Number $ 1,860 249 1,494 204 693 93 366 45 (150) (21) - - 2,403 321 1,860 249 5,465,482 5,465,482 5,465,482 5,465,482

18 Share based payments

At 31 December 2021, outstanding awards to subscribe for ordinary shares of £0.10 each in the company, granted in accordance with the rules of the Moke International Limited share option scheme were as follows:

Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year	Weighted average exercise price Weighted average exercise price (pence) Number (pence) Number 2021 2021 2020 2020 10 97 - - 10 314 10 97 - - - - - - - - - - - - 10 411 10 97

‑ The fair value of the share options has been calculated using the Black Scholes model. Volatility was determined by reference to the trading history of shares of another motor vehicle company.

	2021	2020
Weighted average share price (£)	£0.10	£0.10
Exercise price (£)	£0.10	£0.10
Weighted average contractual life (years)	3	3
Expected volatility	50.90%	50.90%
Expected dividend growth rate	0%	0%
Risk‑free interest rate	0.25%	0.25%

On the issue of these options the company recognised a charge of $9, being the estimated fair value of the options.

19 Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and in the year amounted to $2,280 (2020: $0). Contributions of $0 (2020: $0) were payable to the fund at the balance sheet date.

Page 17 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

20 Financial instruments

Financial assets and liabilities

The carrying amounts of financial assets and financial liabilities were as follows:

Note Financial assets measured at amortised cost Investment in subsidiary 10 Cash and cash equivalents Trade and other receivables 12 Total financial assets Financial liabilities measured at amortised cost Loans and borrowings 15 Bank overdrafts 13 Trade and other payables 13 Total financial liabilities	2021 2020 $ $ - 11,455 4,655,877 278 1,400,907 1,282,592 6,056,784 1,294,325 24,933,529 16,492,519 - 169,820 4,573,203 2,498,678 29,506,732 19,161,017

Cash and cash equivalents comprise cash at bank and in hand.

The carrying value of financial assets of the Company are materially the same as their fair values.

The fair values of the liabilities are also considered to be equal to their carrying values, given they carry interest at market rates.

21 Financial risk management objectives and policies

Introduction

The Company is exposed to market risk, liquidity risk and credit risk, overseen by the directors of the Company.

Market risk

Financial instruments affected by market risk include loans and borrowings, deposits, and equity investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has no direct exposure to the risk of changes in market interest rates due to the fixed interest rates on shareholder loans.

Foreign exchange risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities.

The Company sources components, incurs expenses and generates revenue primarily in GBP, EUR and USD and is therefore exposed to potential changes in foreign exchange rates for/from these currencies.

The net foreign exchange gains/losses recognised in profit or loss are represented within administrative expenses and resulted in a net gain/(loss) of $2,508 for the year (2020: ($98,540)).

Page 18 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

The Company’s exposure to foreign currency risk at the end of the reporting period was as follows:

Cash and cash equivalents/ bank overdrafts USD GBP EUR Trade and other receivables USD GBP EUR Trade and other payables USD GBP EUR	2021 2020 $ $ 4,109,685 170,061 67,529 (169,820) 478,663 37 4,655,877 278 460,440 - 852,007 239,453 - - 1,312,447 239,453 1,128,451 773,267 331,767 296,490 55,169 365,299 1,515,387 1,435,056

Commodity price risk

Liquidity risk

The Company monitors the liquidity requirements through various methods.

Analysis of contractual cash flow maturities

Due within 12 months Due after more than 12 months Total	2021 2020 2021 2020 $ $ $ $ - - 4,573,203 2,328,858 24,933,529 16,492,519 - 344,987 24,933,529 16,492,519 4,573,203 2,673,845 Loans and Borrowings Trade and Other Payables

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, (primarily deposits with banks and financial institutions).

22 Capital risk management

No changes were made in the objectives, policies or processes for managing capital during the periods of account.

Page 19 of 20

MOKE INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

23 Capital commitments and contingencies

Capital commitments

There were no capital commitments at the balance sheet date (2020: None)

Contingent liabilities

There were no contingent liabilities to disclose at the balance sheet date (2020: None)

24 Related Party Transactions

During the year, a director invoiced the company $74,893 (2020: $0) for their services through Luxury Retail Consulting Limited, a company in which they are a director. At the balance sheet date $75,602 (2020: $10,104) was payable to this related party and included in trade payables.

25 Post Balance Sheet Events

All outstanding preference shares of $5,465,482 were refinanced by the company in January 2022 and replaced with shareholder loans with the same counterparties. These are repayable on 31 December 2024 and attract 6% interest which accrues quarterly.

A shareholder exercised a vested share option on 97 shares on 12 August 2022 following the provision of a $1.3m shareholder loan facility.

A shareholder exercised a vested share option on 21 shares on 13 May 2022 and has 45 further unvested share options which vest between 2024 and 2026 with performance obligations.

On 20 July 2022 the company entered into an option agreement for the disposal of more than 50% of its issued share capital to EV Technology Group Inc. As part of this agreement the option to acquire 248 shares in the company lapsed. While this option was due to expire on 15 September 2022, this condition has been extended to 31 January 2023.

26 Controlling Party

There is no ultimate controlling party.

Page 20 of 20

APPENDIX B – PRO FORMA FINANCIAL STATEMENTS - MOKE INTERNATIONAL LIMITED

[ see attached ]

B-1

EV Technology Group Ltd.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2022

(Expressed in United States dollars)

B-2

EV Technology Group Ltd.

Pro Forma Condensed Consolidated Statement of Financial Position

As at June 30, 2022

(Unaudited) (Expressed in US dollars)

EV Technology Group Ltd. At June 30, 2022	Moke International Limited At June 30, 2022 Note	Pro Forma Adjustments	Pro Forma Consolidation

ASSETS Current
Cash and cash equivalents $ 2,410,425 $ Restricted cash 15,521 Amounts receivable 184,597 Inventory 15,716 Prepaid advances 585,918	1,881,741 - 727,031 1,529,501 -	- $	$ 4,292,166 15,521 911,628 1,545,217 585,918
Total current assets 3,212,177	4,138,273	-	7,350,450
Non-current assets Loan to Moke International Inc. 2,965,521 Investment in Moke International Inc. 1,668,578 Investments - Property and equipment 224,193 Right to use asset 59,070 Intangible assets 6,000,000	- 4(a) (2,965,521) - 4(a) (1,668,578) - 616,651 - 5,719,259 4(a) 93,192,673 4(a) (5,719,259)		- - - 840,844 59,070 99,192,673
Goodwill - TOTAL ASSETS $ 14,129,539 $	- 10,474,183	- 82,839,315 $	-
			$ 107,443,037

LIABILITIES Current
Accounts payable and accrued liabilities $ 298,397 $ Interest-bearing loans and borrowings - Current portion of lease payable 38,309	4,957,635 - -	(1) $ -	$ 5,256,031 - 38,309
Total current assets 336,706 Non-current liabilities Interest-bearing loans and borrowings - Lease liability, net of current portion 20,219	4,957,635 25,011,063 -	(1) (21,310,000)	5,294,340 3,701,063 20,219
Deferred tax liabilities -	-	-	-
Total liabilities 356,925	29,968,698	(21,310,001)	9,015,622


SHAREHOLDERS' EQUITY Share capital 26,140,659 Contributed surplus 1,736,049 Accumulated other comprehensive income (18,735)	324 4(a) 55,150,000 4(a) (324) 30 4(a) (30) -		81,290,659 1,736,049 (18,735)
Deficit (14,085,359)	(19,494,869) 4(a)	19,494,869	(14,085,359)
Total equity attributed to owner of parent 13,772,614 Non-controlling interest -	(19,494,515) -	74,644,515 29,504,801	68,922,614 29,504,801
Total equity 13,772,614 Total liabilities and shareholders' equity $ 14,129,539 $	(19,494,515) 104,149,316 10,474,183 $ 82,839,315		98,427,415
			$ 107,443,037

See accompanying Notes to the Unaudited Pro-Forma Condensed Consolidated Financial Statements

B-3

EV Technology Group Ltd.

Pro Forma Condensed Consolidated Statement of Loss and Comprehensive Loss For the six months ended June 30, 2022

(Unaudited)

(Expressed in US dollars)

(Unaudited) (Expressed in US dollars)
		EV Technology Group Ltd. Moke International Limited For the six months ended For the six months ended Pro Forma Pro Forma June 30, 2022 June 30, 2022 Adjustments Consolidation
Revenue Costs of sales Gross Profit Expenses Distribution costs Consulting and management fees		- 534,628 534,628 - (657,013) (657,013)
		- (122,385) - (122,385) - - - 1,081,685 740,209 1,821,894
Legal and professional fees		776,799 - 776,799
Office costs Travel costs Shareholder communications		269,213 583,030 852,243 279,816 - 279,816 348,037 - 348,037
Promotion and marketing		919,731 - 919,731
Share-based compensation		1,736,049 - 1,736,049
Foreign exchange loss		147,132 - 147,132
Depreciation		10,364 10,364
Total expenses (Loss) income before other items
		5,568,826 1,323,239 - 6,892,065
		(5,568,826) (1,445,624) - (7,014,450)
Loss from investment in associate		348,353 - 348,353
Accretion Interest expense Interest income Transaction costs		(134,850) - (134,850) - 791,484 791,484 (148,767) - (148,767) 8,183,946 8,183,946
Net(loss) income before income tax for theperiod (13,817,508) (2,237,108) - (16,054,616)
Income tax - - -
Net(loss) income for theperiod (13,817,508) (2,237,108) - (16,054,616)
Net (loss) income attributed to: Shareholders of EV Technology Group Ltd. (13,817,508) (1,528,840) (15,346,348) Non-controlling interest - (708,268) (708,268)
(13,817,508) (2,237,108) (16,054,616)
Basic and diluted loss per share $ (0.07)
Weighted average number of common shares outstanding - basic and diluted 224,741,867

See accompanying Notes to the Unaudited Pro-Forma Condensed Consolidated Financial Statements

B-4

EV Technology Group Ltd.

Pro Forma Condensed Consolidated Statement of Loss and Comprehensive Loss For the year ended December 31, 2021

(Unaudited)

(Expressed in US dollars)

(Unaudited) (Expressed in US dollars)
		EV Technology Group Ltd. Moke International Limited For the year ended For the year ended Pro Forma Pro Forma December 31, 2021 December 31, 2021 Adjustments Consolidation
Revenue Costs of sales Gross Profit Expenses Distribution costs Consulting and management fees		- 2,309,904 2,309,904 - (2,453,456) (2,453,456)
		- (143,552) - (143,552) - - - 83,250 897,908 981,158
Legal and professional fees		24,850 - 24,850
Office costs Travel costs Shareholder communications		15,647 1,126,428 1,142,075 42,144 - 42,144 9,413 - 9,413
Foreign exchange loss		3,131 - 3,131
Total expenses (Loss) income before other items
		178,435 2,024,336 - 2,202,771
		(178,435) (2,167,888) - (2,346,323)
Loss from investment in associate		215,120 - 215,120
Accretion Interest expense Interest income		(62,672) - (62,672) - 1,417,495 1,417,495 (63,033) - (63,033)
Net(loss) income before income tax for theperiod (267,850) (3,585,383) - (3,853,233)
Income tax - - -
Net(loss) income for theperiod (267,850) (3,585,383) - (3,853,233)
Net (loss) income attributed to: Shareholders of EV Technology Group Ltd. (267,850) (2,450,251) (2,718,101) Non-controllinginterest - (1,135,132) (1,135,132)
(267,850) (3,585,383) (3,853,233)
Basic and diluted income per share $ (0.02)
Weighted average number of common shares outstanding - basic and diluted 224,741,867

See accompanying Notes to the Unaudited Pro-Forma Condensed Consolidated Financial Statements

B-5

1. BASIS OF PRESENTATION

The unaudited pro forma condensed consolidated financial statements of EV Technology Group Ltd. (“EV Tech”) and Moke International Limited (“Moke”) which comprise the pro forma condensed consolidated statement of financial position as at June 30, 2022, the pro forma condensed consolidated statement of loss and comprehensive loss for the six months ended June 30, 2022 and the pro forma condensed consolidated statement of loss and comprehensive loss for the year ended December 31, 2021, have been prepared by management of EV Tech for illustrative purposes only, to show the effect of the combination of EV Tech with Moke. EV Tech is a public company listed on the NEO Exchange (the “Exchange”). As more fully described in Note 3, EV Tech and Moke entered into a share purchase agreement pursuant to which EV Tech will acquire 52.84% of the issued and outstanding securities of Moke for $31.9 million UK Pound Sterling and $21.31 million to acquire existing shareholder debt of Moke and paid $1.94 million in transactional bonuses to certain member of the management of Moke with an option to acquire the remaining 31.7% of Moke (the “Transaction”). Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including any related financing, due diligence and regulatory approval.

The unaudited pro forma condensed consolidated financial statements have been compiled from:

a) The audited consolidated financial statements of EV Tech as at and for the period of incorporation on August 16, 2021 to December 31, 2021;

b) The unaudited interim financial statements of EV Tech as at and for the six months ended June 30, 2022. c) The audited consolidated financial statements of Moke for the year ended December 31, 2021;

d) The unaudited interim financial statements of Moke at and for the six months ended June 30, 2022.

These pro forma condensed consolidated financial statements are presented in US Dollars which is expected to be the presentation currency of the continuing entity.

The unaudited pro forma condensed consolidated statement of financial position as at June 30, 2022 has been prepared as if the transaction described in Note 3 and pro forma adjustments described in Note 4 had occurred on June 30, 2022 and the unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the six months ended June 30, 2022 had occurred on January 1, 2022 and for the year ended December 31, 2021 have been prepared as if the transaction described in Note 3 and pro forma adjustments described in Note 4 had occurred on August 16, 2021. It is management’s opinion that the unaudited pro forma condensed consolidated financial statements, in all material respects, reflects the Transaction, assumptions and adjustments described in Notes 3 and 4, and are consistent with International Financial Reporting Standards (“IFRS”). The unaudited pro forma condensed consolidated financial statements are not intended to reflect the financial position of EV Tech which would have actually resulted had the Transaction been affected on the dates indicated. Actual amounts recorded upon consummation of the agreement will likely differ from those recorded in the unaudited pro forma condensed consolidated financial statements. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the Transaction have been excluded from the unaudited pro forma condensed consolidated financial statements. Certain elements of the financial statements of EV Tech and Moke have been reclassified to provide a consistent format.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited financial statements of EV Tech as at and for the year ended December 31, 2021 and the audited consolidated financial statements of Moke as at December 31, 2021 including notes thereto of EV Tech and Moke, and included in the filing statement or posted on www.sedar.com.

B-6

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated financial statements are as set out in EV Tech audited financial statements for the year ended December 31, 2021. In preparing the unaudited pro forma condensed consolidated financial statements, a review was undertaken to identify accounting policy differences between EV Tech and Moke where the impact was potentially material and could be reasonably estimated. Accounting policy differences may be identified after consummation and integration of the proposed acquisition. However, the significant accounting policies of Moke are believed to conform, in all material respects, to those of EV Tech.

3. ACQUISITION OF MOKE INTERNATIONAL LIMITED

On July 20, 2022, the Corporation entered into a definitive agreement (the “MIL Definitive Agreement”) with the shareholders of MOKE to acquire up to 100% of Moke. Pursuant to the MIL Definitive Agreement, the Corporation shall: (i) purchase 52.84% of the issued and outstanding shares of Moke from certain shareholders in exchange for approximately US$31.9 million; (ii) pay approximately US$21.31 million to acquire outstanding debt of MIL owed to certain shareholders; and (iii) pay a transaction bonus of US$1.94 million to certain members of management of Moke (together, the “MIL Acquisition”). In connection with the MIL Definitive Agreement, the Corporation entered into an option deed agreement with the shareholders of Moke which provides the Corporation the option to acquire all remaining issued and outstanding shares of Moke, for a period of 24 months from the date of completing the Moke Acquisition, priced at a total Moke equity value of US$120 million, subject to certain adjustments (the “MIL Option”). The completion of the Moke Acquisition and the Moke Option are subject to a number of closing conditions including, but not limited to, the Corporation having received financing of an amount sufficient to enable the Corporation to pay the aggregate consideration payable pursuant to the MIL Definitive Agreement, and receipt of the requisite approval of the NEO. The MIL Definitive Agreement provides that, within five business days after satisfying all closing conditions of the MIL Definitive Agreement, the Corporation and Moke shall complete the MIL Acquisition.

On September 15, 2022, the Corporation and Moke entered into a deed of amendment to, among other items, extend the termination date of the MIL Definitive Agreement from September 15, 2022 to January 31, 2023 (the “MIL Termination Date”). If the Corporation or Moke fail to satisfy certain closing conditions prior to the MIL Termination Date, the non-defaulting party may: (a) defer the completion of the MIL Acquisition by no more than 28 days or (b) proceed with the closing of the MIL Acquisition as far as practicable.

4. PRO FORMA ADJUSTMENTS

The unaudited pro forma condensed consolidated statement of financial position reflects the following adjustments as if the Transaction had occurred on June 30, 2022. The unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the six months ended June 30, 2022 had occurred on January 1, 2022 and for the year ended December 31, 2021 reflects the following adjustments as if the Transaction had occurred on August 16, 2021.

(a) Record the Transaction, whereby under the acquisition accounting rules, EV Tech acquired Moke. The assets acquired, and liabilities assumed are to be recorded at their estimated fair market values, which are based on preliminary management estimates and are subject to final valuation adjustments. The difference between the purchase price consideration paid and the net identifiable assets acquired is treated as an intangible asset.

B-7

4. PRO FORMA ADJUSTMENTS (continued)

Purchase Price Consideration Paid:

Purchase Price Consideration Paid:
Cash Consideration (i) Loan to Moke International Limited Investment in Moke International Limited Total Consideration	55,150,000 $ 2,965,521 1,668,578
	59,784,099 $

Net Assets (Laiblities) Acquired Cash Amounts receivable Inventory Property and equipment Accounts Payable and Accrued Liabilities Interest-loans and borrowings Non-controlling interest Intangible assets	1,881,741 $ 727,031 1,529,501 616,651 (4,957,635) (3,701,063) (29,504,800) 93,192,673
	59,784,099 $

(i). The estimated fair value of the EV Tech shares issued was based on the financing price as expected to be completed by EV Tech at CAD$0.60 per common share using the June 30, 2022 exchange rate of 1.2886.

(b) The effective income tax rate applied in the unaudited proforma condensed consolidated financial statement is 0%.

Management will continue to review information and perform further analysis with respect to the valuation of the purchase consideration and the net assets acquired, prior to finalizing the allocation of the purchase price.

B-8

5. PRO FORMA SHAREHOLDERS’ EQUITY CONTINUITY

A pro forma continuity of EV Tech’s issued capital stock and related recorded values after giving effect to the pro forma adjustments described in Note 4 above is set out below:

			Contributed	Accumlated Other		Non-controlling
	Common shares		Surplus	Comprehensive Income	Deficit	Interest	Equity
	#	$	$	$	$		$
EV Technology Group Ltd. at June 30, 2022	106,298,050 26,140,659		1,736,049	(18,735)	(14,085,359)	-	13,772,614
Prospectus financing	118,443,817 55,150,000				-	(29,504,801)	84,654,801
Total Pro Forma Equity	224,741,867	81,290,659	1,736,049	(18,735)	(14,085,359)	(29,504,801)	98,427,415

Options Outstanding:

Number of	Number of
options	options	Exercise price
outstanding	exercisable	(CAD$)	Expirydate
9,750,000	-	1.00	April 12, 2027
705,000	-	2.00	April 13, 2029

B-9

APPENDIX C – FABLINK GROUP FINANCIAL STATEMENTS

[ see attached ]

C-1

Company registered number: 10648520

FABLINK GROUP HOLDINGS LIMITED

Unaudited Interim Condensed Consolidated Financial Statements

30 June 2022

FABLINK GROUP HOLDINGS LIMITED

Ctt
onens	Page
Report on Review of Interim Financial Information	1-2
Interim Condensed Consolidated Statement of Comprehensive Income	3
Interim Condensed Consolidated Statement of Financial Position	4
Interim Condensed Consolidated Statement of Changes In Equity	5
Interim Condensed Consolidated Statement of Cash Flows	6
Notes to the Interim Condensed Consolidated Financial Statements	7-15

FABLINK GROUP HOLDINGS LIMITED

To the Board of Directors of Fablink Group Holdings Limited (Company registration number 10648520)

Report on Review of Interim Financial Information

Introduction

We have reviewed the interim financial information of Fablink Group Holdings Limited as at 30 June 2022, comprising the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Equity and the Condensed Consolidated Statement of Cash Flows for the three month period then ended, together with the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Equity and the Condensed Consolidated Statement of Cash Flows for the comparative period, being the three month period to 30 June 2021 and a summary of significant accounting policies and other explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not present fairly, in all material respects, the financial position of the group as at 30 June 2022, and of its financial performance and its cash flows for the three-month period then ended in accordance with International Accounting Standard 34 ‘Interim Financial Information’.

Basis for Conclusion

We conducted our review in accordance with International Standard on Review Engagements 2410, ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity.’’ A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusions relating to Going Concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with this ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.

Responsibilities of directors

Management is responsible for the preparation and fair presentation of this interim financial information in accordance with International Accounting Standard 34 ‘Interim Financial Information’.

In preparing this interim financial information, the directors are responsible for assessing the company’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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the review of the financial information

In reviewing this interim financial information, we are responsible for expressing to the group a conclusion on the condensed set of financial statement. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

FABLINK GROUP HOLDINGS LIMITED

==> picture [164 x 57] intentionally omitted <==

Cooper Parry Group Limited Cubo Birmingham Office 401 4th Floor Two Chamberlain Square B3 3AX

Date: 21 October 2022

FABLINK GROUP HOLDINGS LIMITED

Interim Condensed Consolidated Statement of Comprehensive Income For the 3 months ended 30 June 2022

or the 3 months ended 30 June 2022
(£’000s) Revenue Cost of sales Gross profit Distribution costs Administrative expenses Impairment of financial assets Operating profit Finance costs Profit before taxation Income tax expense Profit for the financial period Profit for the period attributable to: Equity holders of the parent Total comprehensive income for the period attributable to: Equity holders of the parent	Notes	2022 2021 Unaudited
	4 5 6
		22,227 (19,466) 2,761 (548) (1,756) (1) 456 (242) 214 (49) 165 165 165	16,845 (14,281) 2,564 (495) (1,332) (30) 707 (165) 542 (140) 402 402 402

The notes on pages 7 to 15 form part of these Interim Condensed Consolidated Financial Statements.

There was no other comprehensive income for the 3 months ended 30 June 2022 (3 months ended 30 June 2021: £Nil).

FABLINK GROUP HOLDINGS LIMITED

Interim Condensed Consolidated Statement of Financial Position As at 30 June 2022

Company registered number: 10648520

(£’000s) ASSETS Non-current assets Goodwill Property, plant and equipment Right-of-use assets Investments Current assets Inventories Trade and other receivables Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Equity Issued capital Capital contribution Merger reserve Retained earnings Total equity Non-current liabilities Interest-bearing loans and borrowings Lease liabilities Deferred tax liabilities Current liabilities Interest-bearing loans and borrowings Lease liabilities Trade and other payables Income tax payable Provisions Total liabilities TOTAL EQUITY AND LIABILITIES	Notes 7 8 10 11 12 9 12	30 June 2022 Unaudited 580 4,329 9,263 75 14,247 10,238 18,727 338 29,303 43,550 - 178 1,466 1,797 3,441 8,559 5,291 301 14,151 6,399 2,578 16,308 52 621 25,958 40,109 43,550	31 March 2022
			Audited
			580 4,179 9,410 75
			14,244
			9,718 16,817 198
			26,733
			40,977
			- 178 1,466 1,632
			3,276
			8,886 5,653 252
			14,791
			3,869 2,503 16,119 - 419
			22,910
			37,701
			40,977

The notes on pages 7 to 15 form part of these Interim Condensed Consolidated Financial Statements.

The Interim Condensed Consolidated Financial Statements on pages 3 to 15 were approved and authorised for issue by the Board on October 2022 and signed on its behalf by:

(signed) " Richard Westley "

R Westley

Director

21 October 2022

FABLINK GROUP HOLDINGS LIMITED

Interim Condensed Consolidated Statement of Changes in Equity For the 3 months ended 30 June 2022

(£’000s) At 1 April 2021 Profit for the period Other comprehensive income for the period Total comprehensive income for the period At 30 June 2021 (Unaudited) At 1 April 2022 Profit for the period Other comprehensive income for the period Total comprehensive income for the period At 30 June 2022 (Unaudited)	Issued capital - - - - - - - - - -	Capital contribution 178 - - - 178 178 - - - 178	Merger reserve 1,466 - - - 1,466 1,466 - - - 1,466	Retained earnings 563 402 - 402 965 1,632 165 - 165 1,797		Total equity
						2,207 402 -
						402
						2,609
						3,276 165 -
						165
						3,441

The notes on pages 7 to 15 form part of these Interim Condensed Consolidated Financial Statements.

FABLINK GROUP HOLDINGS LIMITED

Interim Condensed Consolidated Statement of Cash Flows For the 3 months ended 30 June 2022

(£’000s) Cash flows from operating activities Profit after taxation Adjustments to reconcile profit after tax to net cash flows: Depreciation and impairment of property, plant and equipment and right- of- use assets Impairment of trade receivables Finance costs Working capital adjustments Increase in trade and other receivables Increase in inventories Increase in trade and other payables Interest paid Income tax (paid)/credit Net cash flows utilised in operating activities Cash flows from investing activities Purchase of property, plant and equipment Loan advances to related parties Net cash flows utilised in investing activities Cash flows from financing activities Payment of principal portion of lease liabilities Repayment of borrowings Movement in invoice discounting Dividends paid to equity holders of the parent Net cash flows generated from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period	Notes 5 8 16 11 11	2022 2021 Unaudited	2021
		165 779 1 242 (1,607) (520) 554 (240) 108 (518) (388) (445) (833) (675) (61) 2,262 (35) 1,491 140 198 338	402 697 30 165 (1,662) (841) 1,123 (163) 151
			(98)
			(276) (55)
			(331)
			(474) (38) 1,088 -
			576
			147 190
			337

The notes on pages 7 to 15 form part of these Interim Condensed Consolidated Financial Statements.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

1. General information

Fablink Group Holdings Limited (the Company) is a private limited company limited by shares and incorporated in England and Wales. Its registered head office is located at Unit 2, Quarry Road Brixworth, Northampton, NN6 9UB.

The Interim Condensed Consolidated Financial Statements of Fablink Group Holdings Limited and its subsidiaries (collectively, the Group) for the 3 months ended 30 June 2022 were authorised for issue in accordance with a resolution of the Director on October 2022.

The principal activity of the Group remains the supply of pressings, cabs, assemblies and new product development services to the off- highway, power generation, automotive and commercial vehicle market sectors.

2. Basis of preparation and changes to the Group’s accounting policies

2.1 Basis of preparation

The Interim Condensed Consolidated Financial Statements for the three months ended 30 June 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting .

The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual consolidated financial statements as at 31 March 2022.

The Interim Condensed Consolidated Financial Statements are presented in Pound Sterling and all values are rounded to the nearest thousand (£000), except where otherwise indicated.

2.2 Going concern

The Director has reviewed the financial position of the Group and believes that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.

The Director has considered relevant information, including the annual budget, forecast cash flows and the impact of the refinancing that was formally agreed in December 2021 and provides the Group with additional liquidity and long-term security.

Monthly trading and cashflow forecasts for the period to 31 March 2024 were prepared to reflect a plausible downside scenario, taking into consideration the potential effects of economic uncertainty. The forecasts demonstrate that headroom on available facilities is significant and that all financial covenants are highly likely to be met throughout the period ending 31 March 2024.

Given the strong liquidity position and ongoing activity levels for the Group, the Director believes that the Group is well placed to manage its business risks successfully and will continue to have sufficient cash resources for the foreseeable future. Based on the above, the Director believes that it remains appropriate to prepare the Interim Condensed Consolidated Financial Statements on a going concern basis.

2.3 New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the Interim Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 March 2022, except for the adoption of new standards effective as of 1 April 2022. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Several amendments apply for the first time in 2022, but do not have an impact on the Interim Condensed Consolidated Financial Statements of the Group.

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37

An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

2.1 Basis of preparation and changes to the Group’s accounting policies (continued)

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37 (continued)

The amendments specify that when assessing whether a contract is onerous or loss-making, an entity needs to include costs that relate directly to a contract to provide goods or services include both incremental costs (e.g., the costs of direct labour and materials) and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfil the contract as well as costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract.

These amendments had no impact on the Interim Condensed Consolidated Financial Statements of the Group as the Group had not identified any contracts as being onerous.

Reference to the Conceptual Framework – Amendments to IFRS 3

The amendments replace a reference to a previous version of the IASB’s Conceptual Framework with a reference to the current version issued in March 2018 without significantly changing its requirements.

The amendments add an exception to the recognition principle of IFRS 3 Business Combinations to avoid the issue of potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date.

The amendments also add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date.

These amendments had no impact on the Interim Condensed Consolidated Financial Statements of the Group as there were no acquisitions during the period.

Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16

The amendment prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss.

These amendments had no impact on the Interim Condensed Consolidated Financial Statements of the Group as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented.

IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter

The amendment permits a subsidiary that elects to apply paragraph D16(a) of IFRS 1 to measure cumulative translation differences using the amounts reported in the parent’s consolidated financial statements, based on the parent’s date of transition to IFRS, if no adjustments were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. This amendment is also applied to an associate or joint venture that elects to apply paragraph D16(a) of IFRS 1.

These amendments had no impact on the Interim Condensed Consolidated Financial Statements of the Group as it is not a first-time adopter.

IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities

The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

3. Significant accounting judgements, estimates and assumptions

Preparation of the Interim Condensed Consolidated Financial Statements requires management to make significant judgements and estimates. The items in the Interim Condensed Consolidated Financial Statements where these judgements and estimates have been made include:

Key judgements

There were no matters requiring management to use significant judgement during the period.

Critical accounting estimates

Leases – lease terms

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. In making its evaluation, the Group considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination option.

Inventories

Certain factors could affect the realisable value of the Group's stocks, including customer demand and market conditions. The Group considers usage, anticipated sales prices, effect of new product introductions, product obsolescence and other factors when evaluating the value.

Provision for estimated credit losses of trade receivables

The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.

The provision matrix is initially based on the Group’s historical observed default rates. The Group calibrates the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.

4. Revenue

An analysis of revenue by class of business is as follows:

(£’000s) Sale of goods	For the three months ended 30 June	For the three months ended 30 June
	2022 22,227 22,227	2021
		16,845
		16,845

Analysis of revenue by country of destination:

(£’000s) United Kingdom Rest of Europe Rest of the world	For the three months ended 30 June	For the three months ended 30 June
	2022 20,497 1,406 324 22,227	2021
		16,257 408 180
		16,845

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

5. Finance costs

. Finance costs
(£’000s) Interest payable on bank loans Interest on lease liabilities Interest on shareholder loans Interest on invoice discounting facility	For the three months ended 30 June
	2022 100 96 11 35 242	2021
		32 103 11 19
		165

6. Taxation

. Taxation
(£’000s) Corporation tax Current tax charge for the period Deferred tax Origination and reversal of timing differences Total deferred tax Income tax expense	For the three months ended 30 June
	2022 - 49 49 49	2021
		-
		140
		140

		140

Factors affecting tax charge for the period

The tax assessed for the period is higher than (3 months ended 30 June 2021: higher than) the standard rate of corporation tax in the UK of 19% (2021: 19%). The differences are explained below:

(£’000s) Profit on ordinary activities before tax Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 19% (2021: 19%). Effects of: Expenses not deductible for tax purposes Fixed asset differences Additional deduction for Super Deduction Adjustment to tax charge in respect of prior periods Total tax charge for the period	For the three months ended 30 June	For the three months ended 30 June
	2022 211 40 6 3 - - 49	2021
		579
		110 6 3 (8) 29
		140

Factors that may affect future tax charges

On 3 March 2021, the Chancellor of the Exchequer announced that the corporation tax rate would increase to a maximum of 25% from 1 April 2023. This was substantively enacted on 24 May 2021.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised, based on tax law and the corporation tax rates that have been enacted, or substantively enacted, at 30 June 2022. As such, the deferred tax rate applicable at 30 June 2022 is 25% and deferred tax has been remeasured at this rate.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

7. Goodwill

The Group performed its annual impairment test in March 2022 for its two cash-generating units (Fablink UK Limited and Fablink Cab Systems Limited). The Group’s impairment test for goodwill is based on value-in-use calculations, being the present value of future cash flows based on two-year financial budgets plus a terminal value. The key assumptions used to determine the recoverable amount for the cash-generating units were disclosed in the annual consolidated financial statements for the year ended 31 March 2022.

As there were no indicators for impairment for either of the cash-generating units, management has not updated the impairment calculations and expects to perform its annual impairment test in March 2023 unless indicators are identified earlier than March 2023 that would require updated impairment calculations.

8. Property, plant and equipment

During the three months ended 30 June 2022, the Group acquired equipment with a cost of £388,000 (30 June 2021: £276,000).

9. Deferred tax liabilities

Non-current

(£’000s) At beginning of period Credited/(charged) to profit or loss At end of period	30 June 2022 252 49 301	31 March 2022
		(76) 328
		252

At end of period

(£’000s) Accelerated capital allowances Tax losses carried forward Temporary differences At end of period	30 June 2022 786 (408) (77) 301	31 March 2022
		745 (457) (77)
		252

10. Inventories

An impairment loss of £17,000 (3 months ended 30 June 2021: £19,000) was recognised in cost of sales against inventory during the period due to slow-moving and obsolete stock.

11. Cash and cash equivalents

1. Cash and cash equivalents
(£’000s) Cash at bank and in hand	30 June 2022 338	31 March 2022
		198

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

12. Interest-bearing loans and borrowings

(£’000s) Non-current Bank loans Shareholder loans Current Bank loans Invoice discounting facility	30 June 2022 31 March 2022 7,911 8,240 648 646 8,559 8,886 910 642 5,489 3,227 6,399 3,869 14,958 12,755

Bank loans

Bank borrowings are secured by a fixed and floating charge over the assets of the Group.

The bank loans balance comprises a bank loan of £1,000,000 drawn down in September 2021. The loan is repayable in equal monthly instalments commencing in October 2021. The loan is scheduled to be fully paid by September 2025. As at 30 June 2022 the outstanding balance on this loan was £821,000 (31 March 2022: £882,000).

In December 2021 the Group refinanced and extended its bank facilities. The Group entered into a new £8,000,000 loan agreement under the RLS scheme and drew down the full amount in the same period. The loan is payable over six years, with no payments in year 1, followed by sixty equal monthly payments of £133,000. As at 30 June 2022 and 31 March 2022 the outstanding balance on this loan was £8,000,000.

In December 2021 the Group’s revolving credit facility of £2,500,000 was extended until December 2025.

Shareholder loans

The shareholder loans amount is the balance at 30 June 2022 from an unsecured amount of £1,000,000 advanced to purchase the Fablink Group on 31 March 2017. £500,000 (31 March 2022: £500,000) of the original amount accrues interest at a rate of 7% per annum. The remainder is non-interest bearing.

13. Analysis of net debt

(£’000s) At 1 April 2022 Cash flows New loans New leases At 30 June 2022	Cash and cash equivalents 198 140 - - 338	Bank loans (8,882) 61 - (8,821)	Shareholder loans (646) - (2) - (648)	Invoice discounting (3,227) - (2,262) - (5,489)	Leases (8,156) 675 - (388) (7,869)	Total
						(20,713) 876 (2,264) (388)
						(22,489)

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

14. Financial instruments

Financial assets and liabilities

The carrying amounts of financial assets and financial liabilities were as follows:

(£’000s) Financial assets at fair value through profit or loss Investments at fair value through profit or loss Financial assets measured at amortised cost Cash and cash equivalents (Note 11) Trade and other receivables Total financial assets Financial liabilities measured at amortised cost Interest-bearing loans and borrowings (Note12) Lease liabilities Trade and other payables Total financial liabilities	30 June 2022 75 338 13,880 14,293 14,958 7,869 14,190 37,017	31 March 2022
		75 198 14,284 14,557
		12,755 8,156 12,428 33,339

Cash and cash equivalents comprise cash at bank and in hand.

The carrying value of financial assets of the Group are materially the same as their fair values.

The fair values of the liabilities are also considered to be equal to their carrying values, given they carry interest at market rates, with the exception of a shareholders loan which is interest free. In respect of this loan the difference between the proceeds and fair value of the loan was recognised as a capital contribution.

Financial instruments measured at fair value

Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the reporting date.

Financial instruments that are measured in the balance sheet at fair value are disclosed by level of the following fair value measurement hierarchy:

Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

Measurement of fair value of investments

The Group has only one investment in shares of a private company for which the fair value has been measured based on recent transactions. The investment has been categorised as Level 3 in accordance with IFRS fair value measurement.

15. Capital commitments and contingencies

Capital commitments

There were capital commitments of £382,000 at 30 June 2022 (31 March 2022 £173,000).

Contingent liabilities

The Group is party to an unlimited inter-company guarantee with HSBC which includes Fablink Group Holdings Limited, Fablink Limited, Fablink UK Limited, Fablink Cab Systems Limited, Fablink Tank Systems Limited, Fablink Toolspec Limited, Global Supply Chain Solutions Limited, Streamline Panels and Assemblies Limited and Streamline Bodies and Assemblies Limited, dated 2 October 2019. The total amount outstanding at the period end under this arrangement was £14,310,000 (31 March 2022: £12,108,000). No loss is expected to arise for the Group from this arrangement.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

16. Related party transactions

During the period, purchases of £251,000 (3 months ended 30 June 2021: £169,000) were made from Electropaint Limited. Loans were also made to Electropaint Limited and the balance outstanding at 30 June 2022 was £585,000 (31 March 2022: £478,000). R A Westley is a director and majority shareholder of this company.

As at 30 June 2022, there were shareholder loans payable of £648,000 (31 March 2022: £646,000) included within interestbearing loans and borrowings.

During the period rent was charged by WRC Properties Limited of £45,000 (3 months ended 30 June 2021: £45,000). Loans were also made to WRC Properties Limited and as at 30 June 2022 the balance outstanding was £178,000 (31 March 2022: £178,000). R A Westley is a director and shareholder of this company.

During the period rent was charged by The Westley Partnership LLP of £30,000 (3 months ended 30 June 2021: £30,000). As at 30 June 2022, an amount of £45,000 (31 March 2022: £32,000) was owed to The Westley Partnership LLP, an entity in which R A Westley exerts significant influence.

During the period, sales of £1,000 (3 months ended 30 June 2021: £48,000) were made to David Brown Automotive Limited. Loans were also made to David Brown Automotive Limited and the balance outstanding at 30 June 2022 was £1,564,000 (31 March 2022: £1,118,000). R A Westley is a director of this company.

Key management personnel compensation

Key management personnel includes the Director of the Company.

ey management personnel compensation ey management personnel includes the Director of the Company.
(£’000s) Director’s emoluments	2022 90 90	2021
		90
		90

During the period retirement benefits were accruing to 1 Director (3 months ended 30 June 2021: 1) in respect of defined contribution pension schemes.

The Director, as the sole director of the Group is the highest paid director. The highest paid director received remuneration during the period of £90,000 (3 months ended 30 June 2021: £90,000).

17. Controlling party

The controlling party of the Group is R A Westley, the Director and majority shareholder of Fablink Group Holdings Limited.

18. Post balance sheet events

On August 3, 2022, it was announced that Fablink Group Holdings Limited (“Fablink”) had entered into a Definitive Agreement to be acquired by EV Technology Group (NEO: EVTG) (OTCQB: EVTGF) (DE: B96A).

The transaction is valued at up to £38,800,000 with £29,500,000 to be paid in cash for 76% of Fablink and Fablink will have an option to sell the remaining 24% of Fablink for £9,300,000 in Common Shares of EV Technology Group.

This is a strategic acquisition for EV Technology Group which will bring engineering, supply chain, manufacturing and assembly expertise in-house, strengthening their commercial offering. Fablink is to retain its leadership team, employees, facilities and global customer base, with Fablink Group CEO Richard Westley to be appointed as EV Technology Group’s Chief Operating Officer upon completion of the acquisition.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Interim Condensed Consolidated Financial Statements (continued)

19. Standards issued but not yet effective

Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2022 reporting periods and have not been early adopted by the Group and do not plan to adopt them before their effective dates.

These are as follows:

Effective for annual periods beginning on or after 1 January 2023:

IFRS 17 - Insurance Contracts
Classification of Liabilities as Current or Non-current - Amendments to IAS 1
Definition of Accounting Estimates - Amendments to IAS 8
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

Company registered number: 10648520

FABLINK GROUP HOLDINGS LIMITED Annual Report and Financial Statements

For the year ended 31 March 2022

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Contents	Page
Company Information	1
Group Strategic Report	2-5
Director’s Report	6-8
Independent Auditor’s Report	9-13
Consolidated Statement of Comprehensive Income	14
Consolidated Statement of Financial Position	15
Consolidated Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17
Notes to the Consolidated Financial Statements	18-48
Company Statement of Financial Position	49
Company Statement of Changes in Equity	50
Notes to the Company Financial Statements	51-57

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Group Strategic Report

The Director presents the Group’s Strategic Report for the year ended 31 March 2022.

Principal business activities

The principal activity of the Group remains the supply of pressings, cabs, assemblies and new product development services to the off-highway, power generation, automotive and commercial vehicle market sectors.

The principal activity of the Company was that of a holding Company.

Review of the business and results for the year

A combination of a strong order book and increased input costs took Group revenue to a record level of £76.5m.

The effects of COVID-19 remained widespread across our facilities. High levels of COVID-19 related absenteeism as well as labour and raw material shortages and general supply chain challenges for most of our customers, affecting their continuity of build, has still been an issue in the year, as it was in the prior year. Once again, these effects have made for an extremely tough operational environment and trading conditions.

In addition, substantial increases in the cost of energy were felt, particularly in the second half of the year. This effect had a negative impact of around £1m on profit, in terms of unrecovered increases. I am pleased to say that moving forward for the current financial year, these extra costs have been reflected in revised sales prices across our product portfolio. This, in conjunction with a sensible approach to hedging of energy costs gives us and our customers protection from further significant increases.

Without doubt, the above effects combined to suppress margins and profit. Despite this, I am pleased to report a positive EBITDA performance for the year of £5.2m.

These results stand the Group in good stead as we continue to consolidate our position in our established markets whilst also broadening our process and product capabilities, supporting our strategy of targeting new markets. This is underpinned by continued significant investment in automation and technology supporting our core processes accordingly, a key aspect of our strategy as we strive for operational excellence across all our manufacturing sites.

At the time of writing, customer sentiment for 2022/23 remains positive with forecast revenue again sat at record levels. The business continues to be successful in winning major new contracts which will increase the dilution of our revenue streams across a broadened customer base.

Principal risks and uncertainties

The Group's principal financial instruments comprise a revolving credit facility, term loan, government backed RLS loan, invoice discounting facility, inter-group loans, leases and cash. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various other financial instruments such as trade debtors and trade creditors which arise directly from its operations. The Group does not enter into derivative transactions.

It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group's financial instruments are interest rate risk, commodity price risk, foreign currency risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Group Strategic Report (continued)

Principal risks and uncertainties (continued)

Interest rate risk

The Group's exposure to market risk for changes in interest rates relates primarily to the Group's debt obligations which includes its revolving credit facility, term loan, government backed RLS loan, invoice discounting facilities, and leases. The Group's policy is to manage its interest cost using a balanced portfolio of fixed and variable rate loans and borrowings. The Group's policy is to utilise the undrawn proportion of funds on its invoice discounting arrangement for its cashflow needs. The Group finances specific large plant acquisitions via leases secured specifically on the assets being acquired.

Commodity price risk

The Group's exposure to the price of steel is high, therefore selling prices are monitored regularly to reduce the impact of such risk. The Group also buys the majority of its steel through customer negotiated contracts with suppliers. This allows for selling prices to be changed in line with changes in steel prices, again reducing the risk.

Foreign currency risk

Sales to customers outside the United Kingdom are transacted in Sterling and movements in exchange rates do therefore not significantly affect the Group's profits.

Liquidity risk

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of a mix of shorter and longer term financing arrangements. The Director believes the Group has adequate financing facilities available for the foreseeable future.

Financial key performance indicators

During the period, the performance of the Group was monitored using key performance indicators which included revenue, profit before tax and earnings before interest, tax, depreciation and amortisation (EBITDA):

(£’000s) Revenue Profit/(loss) before tax EBITDA les to operating profit/(loss) as follows: (£’000s) Operating profit/(loss) Depreciation charge for property, plant and equipment Depreciation charge for right-of-use assets EBITDA	2022 76,550 1,547 5,214 2022 2,285 567 2,362 5,214	2021 45,187 (1,111) 1,950 2021 (444) 633 1,761
		1,950

EBITDA reconciles to operating profit/(loss) as follows:

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Group Strategic Report (continued)

Directors' section 172 (1) statement of compliance

Under section 172 of the Companies Act, the director of the company has a duty to promote the success of the company for the benefit of the shareholders as a whole. This section of the report is designed to set out how the director has complied with his obligations in this regard.

The director of the company, acting in accordance with his duties under s172 of the Companies Act 2006, has acted in good faith and in a manner which he considers promotes the success of the Group for the benefit of its members as a whole, and in doing so has had regard to a range of matters when making decisions for the long term.

Business relationships

Having traded for over 15 years, the need to build strong long-standing relationships with both our customers and suppliers is paramount to the success of the group and its longevity. The Group engages with a variety of stakeholders, including customers, suppliers and and appropriate trade bodies which assists in making balanced and appropriate decisions for the Group’s strategy. The board considers stakeholder engagement as an important part of maintaining the Group’s integrity and reputation.

Our people

The Group is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, customers, shareholders, communities, and society as a whole. People are at the heart of delivering quality specialist services both internally and externally. For our business to continue to succeed we continually seek to improve our peoples’ training and performance development, bringing through talent and ensuring we operate as efficiently as possible.

Disabled employees

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Where existing employees become disabled, it is the Group’s policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever appropriate.

Diversity

Our employment policies do not discriminate on the grounds of gender, colour, race, ethnicity, marital status, sexual orientation, religious beliefs or disability.

Employee engagement

Our workforce is our most valuable asset. The Group invests in their training using the latest available technology in order for them to carry out their work. The health, safety and wellbeing of our employees is one of the primary considerations in the way we conduct our business. The Group continuously engages with its employees and takes on board their recommendations when considering the future of the business.

Community, charity and environment

We support our staff in their charitable endeavours, encouraging them to get involved with organisations or events, alongside promoting their causes to our workforce to encourage sponsorship and awareness. As a business we also like to be proactive with fundraising and we support a variety of initiatives throughout the year.

Culture and values

The Group recognises the importance of having the right corporate culture. Our long-term success depends on achieving our strategic goals the right and fair way, so we look after the best interests of our shareholders, customers, people, suppliers, and other stakeholders.

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Group Strategic Report (continued)

Directors' section 172 (1) statement of compliance (continued)

Shareholders

Management are committed and openly engaged with shareholders through regular board meetings and effective dialogue. The shareholders and their representatives are actively engaged in understanding our strategy, culture, people and the performance of our shared objectives for the short, medium and longer terms.

Payment of suppliers

With respect to suppliers the Group policy for the payment of suppliers is to agree to terms of payment in advance in line with normal trade practices and, provided a supplier performs in accordance with the agreement, to abide by such terms.

Political donations

The Group does not make any donations to any political party or organisation.

Approved by the Director and signed on its behalf by:

(signed) " Richard Westley "

R Westley

Director October 21, 2022

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Director’s Report

The director presents his report and the financial statements for the year ended 31 March 2022.

Results and dividends

The profit for the year, after taxation, amounted to £1,219,000 (2021: loss £895,000).

A dividend of £150,000 was declared (2021: £Nil), of which £115,000 was paid during the year and £35,000 remained outstanding at the year end.

Director

The director who served during the year and up to the date of signing the financial statements was:

R Westley

Going concern

The Director has reviewed the financial position of the Group and believes that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Given the strong liquidity position and ongoing activity levels for the Group, the Director believes that the Group is well placed to manage its business risks successfully and will continue to have sufficient cash resources for the foreseeable future. Based on the above, the Director believes it remains appropriate to prepare the financial statements on a going concern basis.

Post balance sheet events

The transaction is valued at up to £38.8m with £29.5m to be paid in cash for 76% of Fablink and Fablink will have an option to sell the remaining 24% of Fablink for £9.3m in Common Shares of EV Technology Group.

Future developments

The Director expects the activities as detailed in the Strategic Report to continue for the foreseeable future without material change.

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Director’s Report (continued)

Employee involvement

The Group is committed to promoting policies to ensure that employees and those who seek to work for the Group are treated equally regardless of sex, marital status, age, creed, race or ethnic origin. The Group gives full and fair consideration to applications for employment received from people with disabilities, having regard for their particular aptitudes and abilities. The Group's policy is to provide equal opportunities to its entire staff on the basis of objective criteria and personal merit.

Qualifying third party indemnity provisions

The Group has provided qualifying third-party indemnity provisions in respect of the Director which were in force during the period and at the date of the report.

Greenhouse gas emissions, energy consumption and energy efficiency action

None of the company's UK subsidiaries are large companies and, therefore, are not obliged to report under the SECR regulations. Accordingly, the company has excluded the data from these companies from its report. The parent company consumes less than 40MWh of energy per year and is, therefore, exempt from providing full disclosure in this Directors' Report.

Matters covered in the Strategic Report

For a review of the business, details of financial risk objectives and policies and engagement with suppliers, customers and others, please refer to the Group Strategic Report.

Director’s Responsibilities Statement

The Director is responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulation.

Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has prepared the financial statements in accordance with UK-adopted international accounting standards.

Under company law, the Director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the loss of the Company for that year.

In preparing the financial statements, the Director is required to:

select suitable accounting policies and then apply them consistently;
state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Director is responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Director is also responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable him to ensure that the financial statements comply with the Companies Act 2006.

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Director’s Report (continued)

Disclosure of information to auditor

The Director confirms that:

so far as he is aware, there is no relevant audit information of which the Company and Group’s auditor is unaware; and
the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company and Group’s auditor is aware of that information.

Independent auditors

The Company changed its auditor for the audit of the year ended 31 March 2022 to Cooper Parry Group Limited. The Director thanks Grant Thornton UK LLP for their role as auditor in the previous year. Cooper Parry Group Limited will be appointed as auditors for the next year.

On behalf of the Board

(signed) " Richard Westley "

R Westley

Director October 21, 2022

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Independent Auditor's Report to the Members of Fablink Group Holdings Limited

Qualified opinion

We have audited the financial statements of Fablink Group Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘Group’) for the year ended 31 March 2022 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows, the company statement of financial position, the company statement of changes in equity and the related notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the matter described in the basis for qualified opinion section of our report:

the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 March 2022 and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom;
the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

With respect to stock held by one of the Group’s subsidiaries, Fablink UK Limited, who had a stock carrying value of £1,991,795 as at 31 March 2020, the audit evidence available to the predecessor auditor was limited because they did not observe the counting of the physical stock as at 31 March 2020, since management was unable to perform a physical stock count on that date due to government restrictions. Owing to the nature of the respective company’s records, the predecessor auditor was unable to obtain sufficient and appropriate audit evidence regarding the stock quantities by using other audit procedures. Consequently, they were unable to determine whether any adjustment to this amount at 31 March 2020 was necessary or whether there was any consequential effect on the cost of sales for the year ended 31 March 2021, which is included in the comparative figures in this set of financial statements.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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 qualified opinion. In addition, were any adjustment to the comparatives to be required, the strategic report and director’s report would also need to be amended.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Independent Auditor's Report to the Members of Fablink Group Holdings Limited (continued)

Conclusions relating to going concern (continued)

Our evaluation of the director’s assessment of the Group’s and the parent company’s ability to continue to adopt the going concern basis of accounting included:

reviewing management’s cash flow forecasts for a period of 12 months from the date of approval of these financial statements;
applying reasonable “worst case” sensitivities to management’s forecasts and assessing remaining cash and covenant headroom within those scenarios; and
reviewing results post year end to the date of approval of these financial statements and assessment against original budgets.

From our work we noted that forecasts support the directors’ view that the Group will continue to be able to meet its liabilities as they fall due.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis for qualified opinion section of our report, the predecessor auditors were unable to satisfy themselves concerning the inventory quantities of £1,991,975 held as at 31 March 2020. We have therefore concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.

Qualified opinion on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified section of our report, in our opinion, based on the work undertaken in the course of the audit:

the information given in the Group strategic report and the director’s report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the director’s report have been prepared in accordance with applicable legal requirements.

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Independent Auditor's Report to the Members of Fablink Group Holdings Limited (continued)

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified section of our report, in the light of our knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the director’s report.

In respect solely to the issue described in the basis for qualified opinion section of our report:

we have not obtained all the information and explanations that were considered necessary for the purpose of our audit; and
we were unable to determine whether adequate accounting records have been kept.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; and
certain disclosures of directors’ remuneration specified by law are not made.

Responsibilities of directors for the financial statements

As explained more fully in the director’s responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the Group’s and the parent company’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 directors either intend to liquidate the Group or the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the 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 ISAs (UK) 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 financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Independent Auditor's Report to the Members of Fablink Group Holdings Limited (continued)

Auditor’s responsibilities for the audit of the financial statements (continued)

Our assessment focused on key laws and regulations the Group has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and Regulations included but were not limited to compliance with the Companies Act 2006, International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom, United Kingdom Generally Accepted Accounting Practice (UK GAAP) and relevant tax legislation.

We are not responsible for preventing irregularities. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the manufacturing sector;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where applicable; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias;
investigated the rationale behind significant or unusual transactions; and
reviewed certain nominal codes based on risk assessments for indication of any management override.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and associated parties.

FABLINK GROUP HOLDINGS LIMITED For the year ended 31 March 2022

Independent Auditor's Report to the Members of Fablink Group Holdings Limited (continued)

Auditor’s responsibilities for the audit of the financial statements (continued)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Rowley (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

Chartered Accountants Statutory Auditor

Office 301 4th Floor Two Chamberlain Square Birmingham West Midlands B3 3AX

Date: 21 October 2022

FABLINK GROUP HOLDINGS LIMITED

Consolidated Statement of Comprehensive Income For the year ended 31 March 2022

onsolidated Statement of Comprehensive Income or the year ended 31 March 2022
(£’000s) Revenue Cost of sales Gross profit Distribution costs Administrative expenses Impairment of financial assets Other operating income Operating profit/(loss) Finance costs Profit/(loss) before taxation Income tax (expense)/credit Profit/(loss) for the financial year Profit/(loss) for the year attributable to: Equity holders of the parent Total comprehensive income/(expense) for the year attributable to: Equity holders of the parent	Notes	2022 2021 76,550 45,187 (66,271) (42,069) 10,279 3,118 (1,923) (1,332) (6,001) (5,067) (77) (22) 7 2,859 2,285 (444) (738) (667) 1,547 (1,111) (328) 216 1,219 (895) 1,219 (895) 1,219 (895)
	4 5 5 8 9

The notes on pages 18 to 48 form part of these financial statements.

There was no other comprehensive income for 2022 (2021: £Nil).

FABLINK GROUP HOLDINGS LIMITED

Consolidated Statement of Financial Position As at 31 March 2022

Company registered number: 10648520

(£’000s) ASSETS Non-current assets Goodwill Property, plant and equipment Right-of-use assets Investments Deferred tax assets Current assets Inventories Trade and other receivables Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Equity Issued capital Capital contribution Merger reserve Retained earnings Total equity Non-current liabilities Interest-bearing loans and borrowings Lease liabilities Deferred tax liabilities Current liabilities Interest-bearing loans and borrowings Lease liabilities Trade and other payables Provisions Total liabilities TOTAL EQUITY AND LIABILITIES	Notes 10 11 12 13 14 15 16 17 18 18 18 19 12 14 19 12 21 20	31 March 2022 580 4,179 9,410 75 - 14,244 9,718 16,817 198 26,733 40,977 - 178 1,466 1,632 3,276 8,886 5,653 252 14,791 3,869 2,503 16,119 419 22,910 37,701 40,977	31 March 2021 580 3,544 10,727 75 76 15,002 5,956 12,325 190 18,471 33,473 - 178 1,466 563 2,207 5,152 7,104 - 12,256 4,020 2,387 12,320 283 19,010 31,266 33,473	1 April 2020
				580 3,439 10,679 - -
				14,698
				5,636 10,003 143
				15,782
				30,480
				- 178 1,466 1,458
				3,102
				3,117 7,689 122
				10,928
				4,791 1,921 9,677 61
				16,450
				27,378
				30,480

The notes on pages 18 to 48 form part of these financial statements.

The financial statements on pages 14 to 48 were approved and authorised for issue by the Board on October 2022 and signed on its behalf by:

(signed) " Richard Westley "

R Westley

Director

21 October 2022

FABLINK GROUP HOLDINGS LIMITED

Consolidated Statement of Changes in Equity For the year ended 31 March 2022

(£’000s) At 1 April 2020 Loss for the year Other comprehensive income for the year Total comprehensive expense for the year At 31 March 2021 At 1 April 2021 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Dividends At 31 March 2022	Issued capital - - - - - - - - - - -	Capital contribution 178 - - - 178 178 - - - - 178	Merger reserve 1,466 - - - 1,466 1,466 - - - - 1,466	Retained earnings 1,458 (895) - (895) 563 563 1,219 - 1,219 (150) 1,632	Total equity 3,102 (895) -
					(895)
					2,207
					2,207 1,219 -
					1,219 (150)
					3,276

The notes on pages 18 to 48 form part of these financial statements.

FABLINK GROUP HOLDINGS LIMITED

Consolidated Statement of Cash Flows For the year ended 31 March 2022

(£’000s) Cash flows from operating activities Profit/(loss) after taxation Adjustments to reconcile profit after tax to net cash flows: Depreciation and impairment of property, plant and equipment and right- of- use assets Impairment of trade receivables Finance costs Working capital adjustments: Increase in trade and other receivables Increase in inventories Increase in trade and other payables Increase in provisions Interest paid Income tax paid/(received) Net cash flows generated from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Purchase of investment Loan advances to related parties Net cash flows utilised in investing activities Cash flows from financing activities Payment of principal portion of lease liabilities Proceeds from borrowings Repayment of borrowings Movement in invoice discounting Repayment of shareholder loans Dividends paid to equity holders of the parent Net cash flows generated from/ (utilised in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year	Notes 11,12 8 17 17	2022 1,219 2,929 77 738 (3,891) (3,762) 3,759 136 (730) 349 824 - (1,208) - (719) (1,927) (2,347) 9,000 (5,691) 264 - (115) 1,111 8 190 198	2021
			(895) 2,394 22 667 (2,197) (321) 2,657 222 (641) (216)
			1,692
			- (738) (75) (184)
			(997)
			(1,888) 5,000 (1,827) (1,682) (251) -
			(648)
			47 143
			190

The notes on pages 18 to 48 form part of these financial statements.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022

1. General information

Fablink Group Holdings Limited (the ‘Company’) is a private limited company limited by shares and incorporated in England and Wales. Its registered head office is located at Unit 2, Quarry Road Brixworth, Northampton, NN6 9UB.

The consolidated financial statements of Fablink Group Holdings Limited and its subsidiaries (collectively, the ‘Group’) for the year ended 31 March 2022 were authorised for issue in accordance with a resolution of the Director on October 2022.

The principal activity of the Group remains the supply of pressings, cabs, assemblies, and new product development services to the off- highway, power generation, automotive and commercial vehicle market sectors.

2. Significant accounting policies

2.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom.

For all periods up to and including the year ended 31 March 2021, the Group prepared its consolidated financial statements in accordance with Financial Reporting Standard 102 (FRS 102), the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. These consolidated financial statements for the year ended 31 March 2022 are the first the Group has prepared in accordance with IFRS. Refer to Note 30 for information on how the Group adopted IFRS. The consolidated financial statements have been prepared on a historical cost basis, except for a trade investment that has been measured at fair value, Note 13. The consolidated financial statements are presented in Pound Sterling, rounded to the nearest thousand £000.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 March 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
Exposure, or rights, to variable returns from its involvement with the investee;
The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

The contractual arrangement(s) with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, noncontrolling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2.3 Going concern

The Director has reviewed the financial position of the Group and believes that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Given the strong liquidity position and ongoing activity levels for the Group, the Director believes that the Group is well placed to manage its business risks successfully and will continue to have sufficient cash resources for the foreseeable future. Based on the above, the Director believes it remains appropriate to prepare the financial statements on a going concern basis.

2.4 Summary of significant accounting policies

The following are the significant accounting policies applied by the Group in preparing its consolidated financial statements:

a) Revenue

The principal activity of the Group is the supply of pressings, cabs, assemblies and new product development services to the off- highway, power generation, automotive and commercial vehicle market sectors.

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Revenue from the supply of metal pressings, operating cabs assemblies, and fuel and hydraulic tanks is recognised at the point in time when control of the asset is transferred to the customer, generally upon collection of the equipment by the customer. The normal credit term is within 30 days from collection.

Revenue from the manufacture of tooling equipment is recognised over time based on the actual costs to the end of the reporting period as a proportion of the total costs expected to be incurred. It is determined based on an estimate of the future costs to be incurred to deliver the performance obligation. Estimates of revenue, costs or the extent of progress toward completion are revised if circumstances change. In some instances where the manufacture of the tooling equipment is subcontracted, the Group has concluded that it is the principal in these types of arrangements because it controls the goods before transferring them to the customer.

Most customers (whether local or international) collect the goods from Fablink’s warehouses and therefore assume the risk and title of those goods upon collection. Revenue is therefore recognised at a point-in-time, when the goods are collected by the customers.

The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g., warranties).

In determining the transaction price for the sale of metal pressings, operating cabs assemblies, fuel and hydraulic tanks, the Group considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the customer (if any).

The Group typically provides warranties for general repairs of defects that existed at the time of sale, as required by law. These assurance-type warranties are accounted for as warranty provisions.

The Group's revenue constitutes a single performance obligation with a warranty provision which is accounted for in line with the timing of revenue recognition.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

2.4 Summary of significant accounting policies (continued)

b) Foreign currencies

The Group’s consolidated financial statements are presented in Pound Sterling, which is also the parent company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non- monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period- end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in cost of sales.

c) Government grants

Other operating income includes amounts receivable under the Coronavirus Job Retention Scheme ("CJRS" ) to reimburse the Group for the wages of certain employees who were furloughed during the period but who remained on the Group's payroll. As this scheme involves a transfer of resources from government to the entity, it meets the definition of a government grant.

The scheme is designed to compensate for staff costs and therefore amounts received are recognised in the income statement over the same period as the costs to which they relate.

d) Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

e) Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

f) Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

g) Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

h) Goodwill

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (CGUs)) and is not amortised but is tested annually for impairment.

Impairment

Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill relates. The recoverable amount is the higher of the CGU’s fair value less costs of disposal and its value in use.

When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.

In practice, the Group assesses the recoverable amount of each CGU typically using a value in use approach. In assessing a CGU’s value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU.

The Group bases its impairment calculation on the most recent budgets and forecast calculations, which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

i) Property, plant and equipment

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	5-15 years
Fixtures and fittings	2-4 years

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.

Impairment

The Group assesses, at each reporting date, whether there is an indication that property, plant and equipment may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.

Impairment losses of continuing operations are recognised in the statement of profit or loss in expense categories consistent with the function of the impaired asset. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation.

j) Leases

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

a) fixed payments (including in-substance fixed payments), less any lease incentives receivable
b) variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
c) amounts expected to be payable by the Group under residual value guarantees
d) payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option

The Group uses an incremental borrowing rate to calculate the lease liabilities.

Right-of-use assets are recognised at the commencement date of the lease when the Group, as a lessee, has the right to use an underlying asset for the lease term.

Right-of-use assets are measured at cost, less accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

j) Leases (continued)

The cost of right-of-use assets includes:

a) the amounts of lease liabilities recognised

b) initial direct costs incurred,

c) restoration costs, and

d) lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If the ownership of the lease asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment testing. If any impairment of right-of-use assets is identified, the value of the asset is amended with a corresponding charge to the income statement.

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option).

It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straightline basis over the lease term.

k) Financial instruments

The Group's non-derivative financial assets comprise investments in equity instruments, trade and other receivables, cash and cash equivalents.

Classification and Measurement

Financial instruments are classified either by business model or by reference to the IFRS default classification. Classification by business model reflects how the Group manages financial assets to generate cash flows. A business model assessment determines if cash flows result from holding financial assets to collect the contractual cash flows, from selling those financial assets, or both. Business model assessment for financial assets is made at portfolio level, being the level at which they are managed to achieve a predefined business objective.

Financial assets which are managed under a ‘held to collect’ business model and have contractual cash flows that comprise solely payments of principal and interest are measured at amortised cost. The contractual terms of a financial asset are considered in determining whether cash flows comprise solely payments of principal and interest.

Investments

The Group's investment represents investment in the ordinary shares of a private company and these are required to be carried at fair value under IFRS 9. The Group has opted to present the fair value movements in the carrying value of this investment in profit and loss account. These investments are not subject to IFRS 9 ECL requirements.

The fair values of equity investments are determined by reference to active market transactions or using appropriate valuation techniques where no active market exists. Upon disposal, the book value of the investments is derecognised, and any resulting gain or loss recognised in the income statement.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

k) Financial instruments (continued)

Trade and other receivables

Trade and other receivables are initially recognised as financial assets when the Group is contractually entitled to receive cash. At initial recognition, they are measured at fair value.

The Group holds trade and other receivables with the objective of collecting the contractual cash flows and the cash flows are solely payments of principal and interest and are subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and are held at amortised cost.

Trade and other payables/Interest-bearing loans and borrowings

Trade and other payables and interest-bearing loans and borrowings are initially recognised as financial liabilities when the Group is contractually obliged to pay cash.

At initial recognition, these are measured at fair value at a prevailing market interest rate and subsequently measured at amortised cost using the effective interest method until maturity. Any difference between the proceeds and the fair value are included in equity as a capital contribution and is not subsequently remeasured.

Impairment

At each reporting date, the Group assesses whether a provision for impairment is required for financial assets carried at amortised cost. The Group applies the simplified approach in IFRS 9 Financial Instruments to recognise a provision for impairment for trade receivables based on lifetime expected credit losses, using credit loss history provision matrices.

The expected credit losses are assessed considering reasonable and supportable information, including that which is forward-looking. The amount of expected credit losses (or reversal) is recognised in profit or loss. The gross carrying amount of a financial asset is written off to the extent that there is no realistic prospect of recovery.

Finance cost

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

Derecognition of financial assets

The Group derecognise a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset along with substantially all the risks and rewards of ownership to a third party.

On derecognition of a financial asset either partially or in its entirety, the difference between the asset's carrying value, the sum of the consideration received and receivable, and any cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in the Consolidated Statement of Comprehensive Income.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Consolidated Statement of Comprehensive Income.

Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amount is reported in the Consolidated Statement of Financial Position if there is a currently enforceable legal right to offset the recognised amounts.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

l) Current versus non-current classification

The Group presents assets and liabilities in the Statement of Financial Position based on current/non-current classification. An asset is current when it is:

Expected to be realised or intended to be sold or consumed in the normal operating cycle;
Held primarily for the purpose of trading;
Expected to be realised within twelve months after the reporting period.

Or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in the normal operating cycle;
It is held primarily for the purpose of trading;
It is due to be settled within twelve months after the reporting period.

Or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

m) Fair value measurement

The Group measures financial instruments such as equity instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The assumptions and methodologies underlying the calculation of fair values of financial instruments at the balance sheet date are as follows:

Investments

The Group has determined fair values of its investments on the basis of recent market transactions.

Other financial instruments

For certain short-term financial instruments such as cash and cash equivalents and trade receivables and interest bearing loans and borrowings, carrying value is a reasonable approximation of fair value. Fair values of certain non-interest bearing borrowings at the date of transaction have been determined using discounted cash flow valuation techniques.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

m) Fair value measurement (continued)

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

n) Inventories

Inventories includes raw materials, work-in-progress, and finished goods. Cost of inventories comprise expenditure which has been incurred in bringing the inventory to its present location and condition.

Inventories are valued at the lower of cost prove and net realisable value being the estimated selling price less costs to complete or sell.

Cost is based on the cost of purchase on a first in, first out (FIFO) basis. Work in progress and finished goods include labour and attributable overheads.

Impairment

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

o) Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours, Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

p) Provisions

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

2. Significant accounting policies (continued)

q) Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3. Significant accounting judgements, estimates and assumptions

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

Key judgements

Leases

The Group chose as its accounting policy to apply the practical expedient upon first-time adoption of IFRS in relation to the initial recognition of the right-of-use assets and lease liabilities, whereby the carrying value of the right-of-use assets was measured at an amount equal to the carrying value of the lease liabilities, adjusted for the amounts of prepaid and accrued lease balances that were recognised in the statement of financial position immediately before the date of transition to IFRS.

Critical accounting estimates

Leases – lease terms

The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether or not it is reasonably certain to exercise the option to renew or terminate the lease. In making its evaluation, the Group considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination option.

Inventories

Impairment of goodwill

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The Group determines the recoverable amount of goodwill based on value in use, being the present value of future cash flows based on two-year financial budgets. Further details are included in Note 10.

Provision for estimated credit losses of trade receivables

The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.

The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

The expected credit loss rates are 2.1% for the year ended 31 March 2022, (31 March 2021: 1.3%, 1 April 2020: 1%). A 5% change in expected credit loss rates would result in a movement in expected credit loss provisions of £6,000 as at 31 March 2022, (31 March 2021: £2,600, 1 April 2020: £1,500).

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

4. Revenue

An analysis of revenue by class of business is as follows:

(£’000s) Sale of goods Analysis of revenue by country of destination: (£’000s) United Kingdom Rest of Europe Rest of the world	2022 76,550 76,550 2022 72,055 2,991 1,504 76,550	2021
		45,187
		45,187
		2021
		42,692 2,117 378
		45,187

5. Operating profit/(loss)

The operating profit/(loss) is stated after charging/(crediting):

he operating profit/(loss) is stated after charging/(crediting):
(£’000s) Depreciation of property, plant and equipment Depreciation of right-of-use assets Exchange differences Re-organisation costs Other operating income1	2022 567 2,362 32 - (7)	2021
		633 1,761 32 209 (2,859)

1 Other operating income in the year ended 31 March 2021 includes amounts receivable under the Coronavirus Job Retention Scheme ("CJRS") to reimburse the Company for the wages of certain employees who were furloughed during the period but who remained on the Company's payroll. As this scheme involves a transfer of resources from government to the entity, it meets the definition of a government grant.

The scheme is designed to compensate for staff costs and therefore amounts received are recognised in the income statement over the same period as the costs to which they relate.

6. Auditor’s remuneration

(£’000s) Fees payable to the Group’s auditor and its associates for the audit of the Group’s annual financial statements Fees payable to the Group’s auditor and its associatesin respect of: (£’000s) Audit of the Group’s subsidiaries Taxation advisory services Other accounting services	2022 8 2022 75 - - 83	2021
		8
		2021
		60 2 3
		65

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

7. Employees

Staff costs, including Director’s remuneration, were as follows:

(£’000s) Wages and salaries Social security costs Pension costs – defined contribution scheme	2022 18,425 1,660 379 20,464	2021
		14,728 1,325 399
		16,452

The average monthly number of employees, including the Director, during the year was as follows:

2022 (Number) Production 603 Sales and distribution 6 Administration 60 669	2021
	520 6 49
	575

Pension commitments

The pension cost charge represents contributions payable by the Group to the personal pension plans of certain employees and amounted to £379,000 (2021: £399,000).

Contributions totalling £47,000 (2021: £13,000) were payable to the funds at the year end and are included within other creditors.

8. Finance costs

(£’000s) Interest payable on bank loans Interest on lease liabilities Interest on shareholder loans Interest on invoice discounting facility	2022 195 402 44 97 738	2021
		136 410 61 60
		667

9. Taxation

(£’000s) Corporation tax Current tax charge/(credit) Deferred tax Origination and reversal of timing differences Total deferred tax Income tax expense/(credit)	2022 - 328 328 328	2021
		(18)
		(198)
		(198)

		(216)

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

9. Taxation (continued)

Factors affecting tax charge/(credit) for the year

The tax assessed for the year is higher than (2021: lower than) the standard rate of corporation tax in the UK of 19% (2021: 19%). The differences are explained below:

(£’000s) Profit/(loss) on ordinary activities before tax Profit/(loss) on ordinary activities multiplied by the standard rate of corporation tax in the UK of 19% (2021: 19%). Effects of: Expenses not deductible for tax purposes Fixed asset differences Additional deduction for R&D expenditure Additional deduction for Super Deduction Adjustment to tax charge in respect of prior periods Total tax expense/(credit) for the year	2022 1,547 294 23 12 - (30) 29 328	2021
		(1,111)
		(211) 9 10 (19) - (5)

		(216)

Factors that may affect future tax charges

On 3 March 2021, the Chancellor of the Exchequer announced that the corporation tax rate would increase to a maximum of 25% from 1 April 2023. This was substantively enacted on 24 May 2021.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised, based on tax law and the corporation tax rates that have been enacted, or substantively enacted, at 31 March 2022. As such, the deferred tax rate applicable at 31 March 2022 is 25% and deferred tax has been remeasured at this rate.

10. Goodwill

(£’000s) Cost and net book value At 1 April 2020, 31 March 2021 and 31 March 2022	Goodwill
	580

Goodwill is monitored by management at the entity level of the Group’s trading entities. Goodwill has been allocated as follows:

(£’000s) Fablink UK Limited Fablink Cab Systems Limited	290 290
	580

The recoverable amount for goodwill has been determined based on value in use, being the present value of future cash flows based on two-year financial budgets. Cash flows for the periods beyond existing budgets have been extrapolated using a 2% long-term GDP annual growth rate in all periods. The discount rate applied against the anticipated future cash flows is based on a pre-tax estimated weighted average cost of capital of 7.3% (2021: 7.6%).

A reasonable change in the key assumptions used in assessing the goodwill for impairment, such as revenue growth and the discount rate, would not have a significant impact on the difference between value in use and the carrying value.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

11. Property, plant and equipment

1. Property, plant and equipment
(£’000s) Cost At 1 April 2020 Additions At 31 March 2021 Additions At 31 March 2022 Depreciation At 1 April 2020 Charge for the year At 31 March 2021 Charge for the year Reallocations At 31 March 2022 Net book value At 31 March 2022 At 31 March 2021 At 1 April 2020	Plant and machinery 5,710 630 6,340 1,070 7,410 2,555 482 3,037 418 (2) 3,453 3,957 3,303 3,155	Fixtures and fittings 1,625 108 1,733 132 1,865 1,341 151 1,492 149 2 1,643 222 241 284	Total
			7,335 738
			8,073
			1,202
			9,275
			3,896 633
			4,529
			567 -
			5,096
			4,179 3,544 3,439

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

12. Leases

Right-of-use assets

(£’000s) Cost At 1 April 2020 Additions At 31 March 2021 Additions At 31 March 2022 Depreciation At 1 April 2020 Charge for the year At 31 March 2021 Charge for the year At 31 March 2022 Net book value At 31 March 2022 At 31 March 2021 At 1 April 2020 ease liabilities (£’000s) Current Non-current Total lease liabilities aturity analysis – contractual undiscounted lease payments (£’000s) Within one year Between one and two years Between three and five years Over five years Total undiscounted lease payments	Leasehold properties 5,564 1,425 6,989 676 7,665 - 1,063 1,063 1,257 2,320 5,345 5,926 5,564 31 March 2022 2,503 5,653 8,156 31 March 2022 2,737 2,425 1,828 2,073 9,063	Plant and equipment 8,212 384 8,596 369 8,965 3,097 698 3,795 1,105 4,900 4,065 4,801 5,115 31 March 2021 2,387 7,104 9,491 31 March 2021 2,659 3,366 1,986 2,549 10,560	Total
			13,776 1,809
			15,585
			1,045
			16,630
			3,097 1,761
			4,858
			2,362
			7,220
			9,410 10,727 10,679
			1 April 2020
			1,921 7,689
			9,610
			1 April 2020
			2,177 3,533 1,931 3,184
			10,825

Lease liabilities

Maturity analysis – contractual undiscounted lease payments

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

12. Leases (continued)

Amounts recognised in the consolidated statement of comprehensive income were:

(£’000s) Interest on lease liabilities (included in finance expense)	2022 402	2021
		410

13. Investments

(£’000s) Cost or valuation At 1 March 2020 Additions At 31 March 2021 and 31 March 2022	Trade investments
	- 75
	75

Investments at fair value through profit or loss

During the year ended 31 March 2021, the Group acquired 10% of the share capital of Rocket Caravans Limited for a consideration of £75,000, which is considered to be equal to its fair value as at 31 March 2021 and 2022.

14. Deferred tax

Non-current

(£’000s) At beginning of year Credited/(charged) to profit or loss At end of year	31 March 2022 76 (328) (252)	31 March 2021
		(122) 198
		76

At end of year

t end of year
(£’000s) Accelerated capital allowances Tax losses carried forward Temporary differences At end of year	31 March 2022 (786) 457 77 (252)	31 March 2021 (732) 748 60 76	1 April 2020
			(604) 469 13
			(122)

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

15. Inventories

5. Inventories
(£’000s) Raw materials Work in progress Finished goods	31 March 2022 1,052 8,013 653 9,718	31 March 2021 501 4,722 733 5,956	1 April 2020
			478 4,142 1,016
			5,636

The difference between purchase price or production cost of stocks and their replacement cost is not material.

An impairment loss of £173,000 (2021: £205,000) was recognised in cost of sales against inventory during the year due to slow-moving and obsolete stock.

16. Trade and other receivables

(£’000s) Current Trade receivables - gross Less provision for expected credit losses Trade receivables – net Amounts owed by related parties Other receivables Prepayments and accrued income Corporation tax receivable Total trade and other receivables	31 March 2022 12,639 (129) 12,510 1,774 814 1,712 7 4,307 16,817	31 March 2021 10,572 (52) 10,520 870 227 689 19 1,805 12,325	1 April 2020
			7,980 (30)
			7,950
			577 639 837 -
			2,053

			10,003

Amounts owed by related parties are repayable on demand, unsecured and interest free.

Information about the credit exposures are disclosed in Note 24.

17. Cash and cash equivalents

7. Cash and cash equivalents
(£’000s) Cash at bank and in hand	31 March 2022 198	31 March 2021 190	1 April 2020
			143

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

18. Share capital and reserves

8. Share capital and reserves
(£’000s) Allotted, called up and fully paid 750 (2021: 750, 2020: 750) A Ordinary shares of £0.10 each 750 (2021: 750, 2020: 750) B Ordinary shares of £0.10 each 750 (2021: 750, 2020: 750) C Ordinary shares of £0.10 each	31 March 2022 - - - -	31 March 2021 - - - -	1 April 2020
			- - -
			-

The A, B and C Ordinary shares rank pari passu in all respects but constitute separate classes of shares for the purposes of declaring dividends.

Other reserves

Capital contribution represents the equity portion of the non- interest bearing shareholder loan.

The Merger reserve represents the premium on shares issued to previous shareholders as part of the acquisition of Fablink Group. This is treated as a share for share exchange for merger relief purposes.

19. Interest bearing loans and borrowings

(£’000s) Non-current Bank loans Shareholder loans Current Bank loans Invoice discounting facility	31 March 2022 8,240 646 8,886 642 3,227 3,869 12,755	31 March 2021 4,516 636 5,152 1,057 2,963 4,020 9,172	1 April 2020
			2,254 863
			3,117 146 4,645
			4,791
			7,908

Bank loans

Bank borrowings are secured by a fixed and floating charge over the assets of the Group and Company.

The loans balance comprises a bank loan of £1,000,000 drawn down in September 2021. At the same time the balance of the previous bank loan, £497,000, was repaid in full. The loan was repayable in equal monthly instalments commencing in October 2021. The loan is scheduled to be fully paid by September 2025. As at 31 March 2022 the outstanding balance on this loan was £882,000.

A bank loan of £500,000 was drawn down in September 2021 and fully repaid by 31 January 2022. This loan was part of a revolving credit facility.

In December 2021 the Group refinanced and extended its bank facilities. The Group entered into a new £8,000,000 loan agreement under the RLS scheme and drew down the full amount in the same period. At the same time the balance of the CLBILS loan, £4,700,000, was repaid in full. The loan was payable over six years, with no payments in year 1, followed by sixty equal monthly payments of £133,000. As at 31 March 2022 the outstanding balance on this loan was £8,000,000.

The group revolving credit facility was also increased to £2,500,000 and extended until December 2025.

Shareholder loans

The shareholder loans amount is the balance at 31 March 2022 from an unsecured amount of £1,000,000 advanced to purchase the Fablink Group on 31 March 2017. £500,000 (31 March 2021: £500,000, 1 April 2020: £500,000) of the original amount accrues interest at a rate of 7% per annum. The remainder is non-interest bearing.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

19. Interest bearing loans and borrowings (continued)

Invoice discounting facility

The invoice discounting facility is recognised as a financing facility which is secured by fixed and floating charges over the Group’s trade debtors’ portfolio.

20. Provisions

(£’000s) Warranty and dilapidation provisions	31 March 2022 419	31 March 2021 283	1 April 2020
			61

Warranty provisions - Assurance-type warranties

A provision is recognised for expected warranty claims on products sold during the year, based on past experience of the level of returns. It is expected that these costs will be incurred in the next financial year. Assumptions used to calculate the provision for warranties were based on current sales levels and current information available about returns based on the warranty period for all products sold.

The balance for warranty provisions at 31 March 2022 is £279,000 (2021: £174,000, 1 April 2020 £nil).

Dilapidation provision

A provision is recognised for expected dilapidation costs in relation to the termination of property leases. The level of provision is based on the termination date and an assessment of the expected costs. Assumptions used to calculate the dilapidation provision were based on past experience and an assessment of condition of the property.

The amount of provision for dilapidation costs at 31 March 2022 is £140,000, (2021: £109,000, 1 April 2020 £61,000).

21. Trade and other payables

(£’000s) Creditors: Amounts falling due within one year Trade payables Amounts owed to related parties Other taxation and social security Other payables Accruals and deferred income	31 March 2022 10,923 32 1,473 479 3,212 16,119	31 March 2021 8,212 32 2,286 348 1,442 12,320	1 April 2020
			6,502 - 1,172 777 1,226
			9,677

Amounts owed to related parties are payable on demand, unsecured and interest-free.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

22. Analysis of net debt

(£’000s) At 1 April 2020 Cash flows New loans New leases At 31 March 2021 Cash flows New loans New leases At 31 March 2022	Cash and cash equivalents 143 47 - - 190 8 - - 198	Bank loans (2,400) 1,827 (5,000) - (5,573) 5,691 (9,000) - (8,882)	Shareholder loans (863) 251 (24) - (636) - (10) - (646)	Invoice discounting (4,645) 1,682 - - (2,963) (264) - - (3,227)	Leases (9,610) 1,888 - (1,769) (9,491) 2,347 - (1,012) (8,156)	Total
						(17,375) 5,695 (5,024) (1,769)
						(18,473)
						7,782 (9,010) (1,012)
						(20,713)

23. Financial instruments

Financial assets and liabilities

The carrying amounts of financial assets and financial liabilities were as follows:

(£’000s) Financial assets at fair value through profit or loss Investments at fair value through profit or loss (Note 13) Financial assets measured at amortised cost Cash and cash equivalents (Note 17) Trade and other receivables (Note 16) Total financial assets Financial liabilities measured at amortised cost Interest-bearing loans and borrowings (Note 19) Lease liabilities (Note 12) Trade and other payables (Note 21) Total financial liabilities	31 March 2022 75 198 14,284 14,557 12,755 8,156 12,428 33,339	31 March 2021 75 190 11,390 11,655 9,172 9,491 10,530 29,193	1 April 2020
			- 143 8,527
			8,670
			7,908 9,610 7,674
			25,192

Cash and cash equivalents comprise cash at bank and in hand.

The carrying value of financial assets of the Group are materially the same as their fair values.

Financial instruments measured at fair value

Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the reporting date.

Financial instruments that are measured in the balance sheet at fair value are disclosed by level of the following fair value measurement hierarchy:

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

23. Financial instruments (continued)

Financial instruments measured at fair value (continued)

Measurement of fair value of investments

24. Financial risk management objectives and policies

Introduction

The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings, and trade and other payables. The main purpose of these financial liabilities is to finance the Group’s operations.

The Group’s principal financial assets include trade receivables, and that derive directly from its operations. The Group also holds investments in equity instruments.

The Group is exposed to market risk, liquidity risk and credit risk. The Group’s senior management oversees the management of these risks. The Group’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Group.

i) Market risk

Financial instruments affected by market risk include loans and borrowings, deposits, and equity investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating interest rates.

The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

An increase/decrease of 100 basis points would result in a decrease/increase of £118,000 (2021: £80,000) in profit before tax.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign exchange risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities.

Whilst the majority of the Group’s operations are based in the UK where transactions are largely denominated in in British pounds sterling, the Group also engages in transactions that are primarily denominated in Euros and US Dollars. The Group is therefore exposed to potential changes in foreign exchange rates for/from these currencies.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

24. Financial risk management objectives and policies (continued)

i) Market risk (continued)

The net foreign exchange gains/losses recognised in profit or loss are disclosed in Note 5. The Group’s exposure to foreign currency risk at the end of the reporting period was as follows:

(£’000s) Cash GBP (£’000s) Trade receivables GBP (£’000s) Trade payables GBP US Dollars Euros	31 March 2022 198 31 March 2022 12,510 31 March 2022 10,488 67 368 10,923	31 March 2021 190 31 March 2021 10,520 31 March 2021 7,684 145 383 8,212	1 April 2020
			143
			1 April 2020
			7,950
			1 April 2020
			5,912 157 433
			6,502

Commodity price risk

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

24. Financial risk management objectives and policies (continued)

ii) Liquidity risk

The Group monitors its risk of a shortage of funds using a liquidity planning tool.

(£’000s) Analysis of contractual cash flow maturities At 1 April 2020 Interest-bearing loans and borrowings Lease liabilities Trade and other payables At 31 March 2021 Interest-bearing loans and borrowings Lease liabilities Trade and other payables At 31 March 2022 Interest-bearing loans and borrowings Lease liabilities Trade and other payables	Carrying amount 7,908 9,610 9,677 27,195 9,172 9,491 12,320 30,983 12,755 8,156 16,119 37,030	Contractual cash flows 970 10,825 - 11,795 719 10,560 - 11,279 719 9,063 - 9,782	Less than 12 months 4,791 2,177 9,677 16,645 4,020 2,659 12,320 18,999 3,869 2,737 16,119 22,725	More than 12 months
				3,117 8,648 -
				11,765
				5,152 7,901 -
				13,053
				8,886 6,326 -
				15,212

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

24. Financial risk management objectives and policies (continued)

iii) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

(£’000s) At 1 April 2020 0-30 days 31-60 days 61-90 days More than 90 days At 31 March 2021 0-30 days 31-60 days 61-90 days More than 90 days At 31 March 2022 0-30 days 31-60 days 61-90 days More than 90 days	Estimated total gross carrying amount at default 6,161 1,586 63 170 7,980 10,008 214 42 308 10,572 10,452 791 372 1,024 12,639	Lifetime expected credit loss 13 9 2 6 30 39 2 1 10 52 59 25 11 34 129	Trade receivables - Net 6,148 1,577 61 164 7,950 9,969 212 41 298 10,520 10,393 766 361 990 12,510	Lifetime expected credit loss rate
				5% 7% 32% 100% 12% 29% 44% 100% 27% 89% 72% 100%

The Group has no collaterals.

Provision against trade receivables

Movements in lifetime expected credit losses on trade receivables were as follows:

(£’000s) Balance at beginning of the year Charge for the year Balance at end of the year	31 March 2022 51 78 129	31 March 2021 30 21 51	1 April 2020
			6 24
			30

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

25. Capital risk management

For the purpose of the Group’s capital management, capital includes issued capital, and all other equity reserves attributable to the equity holders of the parent.

The primary objective of the Group’s capital management is to maximise the shareholder value, and among other things, to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

There have been no breaches of the financial covenants of any interest-bearing loans and borrowing in the current year. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2022 and 2021.

An analysis of net debt is provided in Note 22.

26. Capital commitments and contingencies

Capital commitments

There were capital commitments of £173,000 at 31 March 2022, (31 March 2021 £nil, 1 April 2020 £nil).

Contingent liabilities

The Group is party to an unlimited inter-company guarantee with HSBC which includes Fablink Group Holdings Limited, Fablink Limited, Fablink UK Limited, Fablink Cab Systems Limited, Fablink Tank Systems Limited, Fablink Toolspec Limited, Global Supply Chain Solutions Limited, Streamline Panels and Assemblies Limited and Streamline Bodies and Assemblies Limited, dated 2 October 2019. The total amount outstanding at the year end under this arrangement was £12,108,000 (2021: £8,536,000, 1 April 2020:£6,395,000). No loss is expected to arise from this arrangement.

27. Related party transactions

During the year, purchases of £958,000 (2021: £641,000) were made from Electropaint Limited. Loans were also made to Electropaint Limited and the balance outstanding at 31 March 2022 was £478,000 (2021: £503,000, 1 April 2020 £397,000). R A Westley is a Director and majority shareholder of this company.

As at 31 March 2022, there were shareholder loans payable of £646,000 (2021: £636,000, 1 April 2020 £863,000) included within interest bearing loans and borrowings.

During the year rent was charged by WRC Properties Limited of £180,000 (2021: £180,000). Loans were also made to WRC Properties Limited and as at 31 March 2022 the balance outstanding was £178,000 (2021: £178,000, 1 April 2020 £180,000). R A Westley is a Director and shareholder of this company.

During the year rent was charged by The Westley Partnership LLP of £120,000 (2021: £120,000). As at 31 March 2022, an amount of £32,000 (2021: £32,000, 1 April 2020 £nil) was owed to The Westley Partnership LLP, an entity in which R A Westley exerts significant influence.

During the year, sales of £160,000 (2021: £140,000) were made to David Brown Automotive Limited. Loans were also made to David Brown Automotive Limited and the balance outstanding at 31 March 2022 was £1,118,000 (2021: £189,000, 1 April 2020 £nil). R A Westley is a Director of this company.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

27. Related party transactions (continued)

Key management personnel compensation

Key management personnel includes the Director of the Company.

ey management personnel includes the Director of the Company.
(£’000s) Director’s emoluments Company contributions to defined contribution pension schemes	2022 360 6 366	2021
		370 10
		380

During the year retirement benefits were accruing to 1 Director (2021: 1, 2020: 1) in respect of defined contribution pension schemes.

The Director, as the sole director of the Group is the highest paid director. The highest paid director received remuneration of £366,000 (2021: £380,000).

28. Controlling party

The controlling party of the Group is R A Westley, the Director and majority shareholder of Fablink Group Holdings Limited.

29. Post balance sheet events

On August 3, 2022, it was announced that Fablink Group Holdings Limited had entered into a Definitive Agreement to be acquired by EV Technology Group (NEO: EVTG) (OTCQB: EVTGF) (DE: B96A).

The transaction is valued at up to £38,800,000 with £29,500,000 to be paid in cash for 76% of the Group and the Group will have an option to sell the remaining 24% of Fablink for £9,300,000 in Common Shares of EV Technology Group.

This is a strategic acquisition for EV Technology Group which will bring engineering, supply chain, manufacturing and assembly expertise in-house, strengthening their commercial offering. The Group is to retain its leadership team, employees, facilities and global customer base, with Fablink Group CEO Richard Westley to be appointed as EV Technology Group’s Chief Operating Officer upon completion of the acquisition.

30. First time adoption of IFRS

The Group has prepared consolidated financial statements for the first time in accordance with IFRS. For the years up to and including the year ended 31 March 2021, the Group prepared its statutory financial statements in accordance with Financial Reporting Standard 102 - ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ (FRS 102) and the Companies Act 2006 (“UK GAAP”).

In preparing the consolidated financial statements for the year ended 31 March 2022, the Group’s opening Consolidated Statement of Financial Position was prepared as at 1 April 2020, the Group’s date of transition to IFRS. This note explains the principal adjustments made by the Group in restating its UK GAAP financial statements including the Consolidated Statement of Financial Position as at 1 April 2020 and 31 March 2021, and the Consolidated Statement of Comprehensive Income for the year ended 31 March 2021.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

30. First time adoption of IFRS (continued)

Reconciliation of the Consolidated Statement of Financial Position as at 1 April 2020 (date of transition to IFRS):

Notes (£’000s) ASSETS Non-current assets Goodwill a Property, plant and equipment c Right-of-use assets c Investments Intangible assets Current assets Inventories Trade and other receivables b Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Equity Issued capital Capital contribution d Other reserves Retained earnings a,b,c TOTAL EQUITY Non-current liabilities Interest-bearing loans and borrowings d Lease liabilities c Deferred tax liabilities Current liabilities Interest-bearing loans and borrowings f Invoice discounting facility f Lease liabilities c Trade and other payables f Provisions g TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES		UK GAAP - 7,804 - - 343 8,147 5,636 10,032 143 15,811 23,958 - - 1,466 1,293 2,759 3,224 2,300 146 5,670 146 4,645 885 9,853 - 15,529 21,199 23,958	Remeasurements(1) 237 (4,365) 10,679 - - 6,551 - (29) - (29) 6,522 - - - 236 236 - 5,389 (24) 5,365 - - 1,036 (115) - 921 6,286 6,522		Reclassifications(2) 343 - - - (343) - - - - - - - 178 - (71) 107 (107) - - (107) 4,645 (4,645) - - - - (107) -		Corrections(3) - - - - - - - - - - - - - - - - - - - - - - - (61) 61 - - -		IFRS
									580 3,439 10,679 - -
									14,698
									5,636 10,003 143
									15,782
									30,480
									- 178 1,466 1,458
									3,102
									3,117 7,689 122
									10,928
									4,791 - 1,921 9,677 61
									16,450

									27,378

									30,480

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

30. First time adoption of IFRS (continued)

Reconciliation of the Consolidated Statement of Financial Position as at 31 March 2021

Notes (£’000s) ASSETS Non-current assets Goodwill a Property, plant and equipment c Right-of-use assets c Investments Deferred tax assets Intangible assets f Current assets Inventories Trade and other receivables b,g Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Equity Issued capital Capital contribution d Other reserves Retained earnings a,b,c TOTAL EQUITY Non-current liabilities Interest-bearing loans and borrowings f Lease liabilities c Current liabilities Interest-bearing loans and borrowings d Invoice discounting facility f Lease liabilities c Trade and other payables f Income tax payable Provisions g TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES		UK GAAP - 7,710 - 75 - 279 8,064 5,956 12,242 190 18,388 26,452 - - 1,466 506 1,972 5,235 1,789 7,024 1,057 2,963 924 12,512 - - 17,456 24,480 26,452	Remeasurements(1) 301 (4,166) 10,727 - 76 - 6,938 - (91) - (91) 6,847 - - - 57 57 - 5,315 5,315 - - 1,463 (83) - - 1,380 6,695 6,752		Reclassifications(2) 279 - - - - (279) - - - - - - - 178 - - 178 (83) - (83) 2,963 (2,963) - - - - - (83) 95		Corrections(3) - - - - - - - - 174 - 174 174 - - - - - - - - - - - (109) - 283 174 174 174		IFRS
									580 3,544 10,727 75 76 -
									15,002
									5,956 12,325 190
									18,471
									33,473
									- 178 1,466 563
									2,207
									5,152 7,104
									12,256
									4,020 - 2,387 12,320 - 283
									19,010

									31,266

									33,473

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

30. First time adoption of IFRS (continued)

Reconciliation of the Consolidated Statement of Comprehensive Income for the year ended 31 March 2021

(£’000s) Notes Gross profit Distribution costs Administrative expenses a,b, c,f Impairment of financial assets b Exceptional administrative expenses f Other operating income Operating loss Finance costs c Loss before taxation Income tax credit/(expense) Loss for the year financial year Other comprehensive income Items that may be reclassified subsequently to profit or loss Total comprehensive expense for the year Revenue e Cost of sales c,e	UK GAAP 2,976 (1,332) (4,923) - (209) 2,859 (629) (355) (984) 197 (787) - (787) 44,855 (41,879)	Re- measurements(1) 142 - 65 (22) - - 185 (287) (102) 19 (83) - (83) - 142	Reclassifications(2) - - (209) - 209 - - (25) (25) - (25) - (25) 332 (332)	Corrections(3) - - - - - - - - - - - - - - -	IFRS
					45,187 (42,069)
					3,118
					(1,332) (5,067) (22) - 2,859
					(444)
					(667)
					(1,111) 216
					(895)
					- (895)

(1) Certain remeasurement adjustments have been made to present the Consolidated Statement of Financial Position as at 1 April 2020 and 31 March 2021 and the Consolidated Statement of Comprehensive Income for the year ended 31 March 2021 to comply with the adoption of IFRS.
(2) Certain reclassification adjustments have been made to present the Consolidated Statement of Financial Position as at 1 April 2020 and 31 March 2021 and the Consolidated Statement of Comprehensive Income for the year ended 31 March 2021 in accordance with the significant accounting policies described in Note 2.
(3) Certain adjustments have been made to correct the Consolidated Statement of Financial Position as at 1 April 2020 and 31 March 2021 and the Consolidated Statement of Comprehensive Income for the year ended 31 March 2021 as detailed below.

FABLINK GROUP HOLDINGS LIMITED Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

30. First time adoption of IFRS (continued)

Description of the effects of the transition to IFRS

Remeasurement adjustments for adoption of IFRS:

a) Reversal of goodwill amortisation

Goodwill is not amortised under IFRS, instead it is tested annually for impairment (refer to Note 2 for further details). This has resulted in an increase in intangible assets of £237,000 as at 1 April 2020, an increase of £301,000 as at 31 March 2021, and a decrease in administrative expenses for the year ended 31 March 2021 of £65,000.

b) Provision for expected credit losses for trade receivables

Under UK GAAP, bad debt provisions were estimated using a backward-looking incurred loss model whilst IFRS requires a forward-looking expected credit loss model.

This has resulted in an increase in provisions of £22,000 as at 31 March 2021, and decrease in profits of £22,000 for the year ended 31 March 2021.

c) Capitalisation of operating lease commitments

Under UK GAAP, operating lease charges were expensed over the life of the lease. Under IFRS the Group has adopted IFRS 16 Leases using the modified retrospective approach for all years presented.

A right-of-use asset and a lease liability have been recognised at each reporting date and all lease-related balances previously reported under UK GAAP have been reversed on transfer to IFRS.

A right-of-use asset was recognised of £10,679,000 at 1 April 2020 and £10,727,000 at 31 March 2021 and a lease liability recognised of £9,610,000 at 1 April 2020 and £9,491,000 at 31 March 2021.

After reversing previously expensed operating lease charges, a depreciation charge and an interest expense have been recognised. The impact was a decrease to cost of sales of £142,000 in the year ended 31 March 2021, and an increase in finance expenses of £287,000 in the year ended 31 March 2021.

Reclassification adjustments for adoption of IFRS:

d) Reclassification of Shareholder loans

Under UK GAAP, the Shareholder loans were presented in non-current liabilities. A portion of these shareholders loan representing the equity portion is reclassified as a capital contribution within equity in accordance with IFRS.

e) Reclassification of revenue from scrap sales

Revenue earned from scrap sales was previously recognised within cost of sales under UK GAAP. This has been reclassified to revenue in accordance with IFRS.

f) Other reclassifications

Certain items of the Statement of Comprehensive Income and Statement of Financial Position (such as exceptional administrative expenses and intangible assets) have been presented to align with IFRS format.

Correction adjustments:

g) Reclassification of warranty provisions and dilapidation provisions

The Group has historically recognised warranty and dilapidation provisions as a deduction of trade receivables. However on transition, management has reconsidered the requirements of IAS 37 and made a correction to reclassify them to current liabilities. The amounts of warranty and dilapidation provisions reclassified at 1 April 2020 amounted to £61,000 and £283,000 at 31 March 2021.

Impact of adoption of IFRS on cash flows:

Operating lease payments were classified as operating cash flows in accordance with UK GAAP but have now been included in financing cash flows in accordance with IFRS. There are no other material differences between the statement of cash flows presented in accordance with IFRS and that presented in accordance with UK GAAP.

FABLINK GROUP HOLDINGS LIMITED

Notes to the consolidated financial statements for the year ended 31 March 2022 (continued)

31. Standards issued but not yet effective

These are as follows:

Effective for annual periods beginning on or after 1 January 2022:

Reference to the Conceptual Framework – Amendments to IFRS 3
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37
Annual Improvements: IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter
Annual Improvements: IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities

Effective for annual periods beginning on or after 1 January 2023:

IFRS 17 - Insurance Contracts
Classification of Liabilities as Current or Non-current - Amendments to IAS 1
Definition of Accounting Estimates - Amendments to IAS 8
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

FABLINK GROUP HOLDINGS LIMITED

Company Statement of Financial Position As at 31 March 2022

Company registered number: 10648520

(£’000s) Fixed assets Investments Current assets Debtors: amounts falling due within one year Cash and bank and in hand Creditors: amounts falling due within one year Net current assets Total assets less current liabilities Creditors: amounts falling due after more than one year Net assets Capital and reserves Called up share capital Merger reserve Profit and loss account Total equity	Notes 4 5 6 7 8 11 12 12	2022 3,116 3,116 6,978 122 7,100 (477) 6,623 9,739 (8,319) 1,420 - 1,466 (46) 1,420	2021
			3,116
			3,116 3,228 31
			3,259 (951)
			2,308 5,424 (4,819)
			605
			- 1,466 (861)
			605

The notes on pages 51 to 57 form an integral part of these financial statements.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax for the Company was £1,091,000 (2021: loss of £861,000) .

The financial statements on pages 49 to 57 were approved and authorised for issue by the Board on October 2022 and signed on its behalf by:

(signed) " Richard Westley "

R Westley

Director

21 October 2022

FABLINK GROUP HOLDINGS LIMITED

Company Statement of Changes in Equity For the year ended 31 March 2022

(£’000s) At 1 April 2020 Loss for the year Total comprehensive expense for the year At 31 March 2021 At 1 April 2021 Profit for the year Total comprehensive income for the year Dividends At 31 March 2022	Issued capital - - - - - - - - -	Merger reserve 1,466 - - 1,466 1,466 - - - 1,466	Profit and loss account - (861) (861) (861) (861) 965 965 (150) (46)	Total equity 1,466 (861)
				(861)
				605
				605 965
				965
				(150)

				1,420

The notes on pages 51 to 57 form an integral part of these financial statements.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Company financial statements for the year ended 31 March 2022

1. Basis of preparation

The separate financial statements of the parent company have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of these financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

In preparing the separate financial statements of the parent company, the Company has taken advantage of the following disclosure exemptions available under FRS 102:

Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations of the parent company would be identical;
No statement of cash flows has been presented for the parent company;
Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; and

2. Accounting policies

The following principal accounting policies have been applied.

a) Finance costs

b) Current and deferred taxation

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

FABLINK GROUP HOLDINGS LIMITED Notes to the Company financial statements for the year ended 31 March 2022 (continued)

2. Accounting policies (continued)

c) Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

d) Debtors

Short term debtors are measured at transaction price, less any impairment. Loan receivables are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

e) Cash and cash equivalents

f) Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

g) Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

h) Dividends

FABLINK GROUP HOLDINGS LIMITED Notes to the Company financial statements for the year ended 31 March 2022 (continued)

3. Employees

The Company has no employees other than the Director, who was remunerated by other group companies in both the current and prior period.

4. Fixed asset investments

(£’000s)
Cost or valuation
Investments
in subsidiary
companies
Trade
investments
At 1 April 2021 and 31 March 2022
3,041
75
Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name
Registered office
Principal activity
Class of
shares
Fablink Limited
Arcwell Works Stafford Road,
Fordhouses, Wolverhampton,
West Midlands, VW10 7EJ
Holding company
Ordinary
Fablink Cab Systems Limited
Unit 2 Quarry Road, Brixworth
Industrial Estate, Brixworth,
Northampton, NN6 9UB
Fablink Tank Systems Limited
Evenwood, Bishop Auckland,
Co Durham, DL14 9NJ
Manufacturing of
fabricated metals
Manufacturing of
fabricated metals
Ordinary
Ordinary
Global Supply Chain Solutions
Limited
Streamline Panels and Assemblies
Limited
Streamline Bodies and
Assemblies Limited
c/o Fablink, Unit 2 Quarry Road,
Brixworth Industrial Estate,
Brixworth, Northampton, NN6 9UB
24 Gallowhill Road,
Brackmills Industrial Estate,
Northampton, NN4 7EE
Arcwell Works Stafford Road,
Fordhouses, Wolverhampton,
West Midlands, VW10 7EJ
Manufacturing of
fabricated metals
Manufacturing of
fabricated metals
Manufacturing of
fabricated metals
Ordinary
Ordinary
Ordinary
Fablink Toolspec Limited
Unit 2 Quarry Road, Brixworth
Industrial Estate, Brixworth,
Northampton, NN6 9UB
Manufacturing of
fabricated metals
Ordinary
The following was an indirect subsidiary undertaking of the Company:
Name
Registered office
Principal activity
Class of
shares
Fablink UK Limited
Arcwell Works Stafford Road,
Fordhouses, Wolverhampton,
West Midlands, VW10 7EJ
Holding company
Ordinary

Total
3,116
Holding
100%
100%
100%
100%
100%
100%
100%
Holding
100%

Global Supply Chain Solutions Limited (Company no: 05509253), Streamline Panels and Assemblies Limited (Company no: 06635450) and Streamline Bodies and Assemblies Limited (Company no: 07726489) are all exempt from the requirements of an audit under section 479A of the Companies Act 2006 as Fablink Group Holdings Limited has provided these companies with a parental guarantee.

In the year ended 31 March 2021, the Company acquired 10% of equity investment in Rocket Caravans Limited for consideration of £75,000.

FABLINK GROUP HOLDINGS LIMITED

Notes to the Company financial statements for the year ended 31 March 2022 (continued)

5. Debtors: amounts falling due within one year

(£’000s) Amounts owed by group undertakings Amounts owed by related parties Prepayments and accrued income Deferred tax asset	2022 6,269 599 38 72 6,978	2021
		3,030 - - 198
		3,228

Amounts owed by group undertakings are repayable on demand, unsecured and interest free.

6. Cash and cash equivalents

(£’000s) Cash at bank and in hand . Creditors: Amounts falling due within one year (£’000s) Bank loans (Note 8) Other creditors Accruals and deferred income	2022 122 2022 400 58 19 477	2021
		31
		2021
		900 23 28
		951

7. Creditors: Amounts falling due within one year

8. Creditors: Amounts falling due after more than one year

(£’000s) Bank loans Shareholder loans	2022 7,600 719 8,319	2021
		4,100 719
		4,819

The shareholder loans amount is the balance at 31 March 2022 from an amount of £1,000,000 advanced to purchase the Fablink Group on 31 March 2017. £500,000 of the original amount is unsecured and accrues interest at a rate of 7% per annum. The remainder is non-interest bearing.

Loans

(£’000s) Amounts falling due within one year Bank loans Amounts falling due after more than one year Bank loans Shareholder loans	2022 400 7,600 719 8,319 8,719	2021
		900
		4,100 719
		4,819
		5,719

FABLINK GROUP HOLDINGS LIMITED Notes to the Company financial statements for the year ended 31 March 2022 (continued)

8 Creditors: Amounts falling due after more than one year

Bank loans

Bank borrowings are secured by a fixed and floating charge over the assets of the Group and Company.

A bank loan of £500,000 was drawn down in September 2021 and fully repaid by 31 January 2022. This loan was part of a revolving credit facility.

In December 2021 the Group refinanced and extended its bank facilities. The Group entered into a new £8,000,000 loan agreement under the RLS scheme and drew down the full amount in the same period. At the same time the balance of the CLBILS loan, £4,700,000, was repaid in full. The loan is payable over six years, with no payments in year 1, followed by sixty equal monthly payments of £133,333. As at 31 March 2022 the outstanding balance on this loan was £8,000,000.

In December 2021 the group revolving credit facility was also increased to £2,500,000 and extended until December 2025.

Shareholder loans

The shareholder loans amount is the balance at 31 March 2022 from an unsecured amount of £1,000,000 advanced to purchase the Fablink Group on 31 March 2017.

£500,000 (31 March 2021: £500,000, 1 April 2020: £500,000) of the original amount accrues interest at a rate of 7% per annum. The remainder is non-interest bearing.

9. Financial instruments

(£’000s) Financial assets Cash and cash equivalents Financial assets measured at amortised cost Financial liabilities Financial liabilities measured at amortised cost	2022 122 6,269 6,391 8,777	2021
		31 3,030
		3,061
		5,742

Cash and cash equivalents comprise cash at bank and in hand.

Financial assets measured at amortised cost comprise amounts owed by group undertakings and other debtors.

Financial liabilities measured at amortised cost comprise bank loans and other borrowings, and other creditors.

FABLINK GROUP HOLDINGS LIMITED Notes to the Company financial statements for the year ended 31 March 2022 (continued)

10. Deferred taxation

(£’000s) At beginning of year Charged/(credited) to profit or loss At end of year At end of year (£’000s) Tax losses carried forward At end of year 11. Share capital (£’000s) Allotted, called up and fully paid 750 (2021: 750, 2020: 750) A Ordinary shares of £0.10 each 750 (2021: 750, 2020: 750) B Ordinary shares of £0.10 each 750 (2021: 750, 2020: 750) C Ordinary shares of £0.10 each	2022 198 (126) 72 31 March 2022 72 72 31 March 2022 - - - -	2021
		- 198
		198
		31 March 2021
		198
		198
		31 March 2021
		- - - -

During the year ended 31 March 2020, the Ordinary shares were redesignated to A, B and C Ordinary shares. The shares rank pari passu in all respects but constitute separate classes of shares for the purposes of declaring dividends.

12. Reserves

Merger reserve

Profit and loss account

Includes all current and prior period retained profits and losses.

13. Capital commitments

There were no capital commitments at 31 March 2022, (31 March 2021 £nil, 1 April 2020 £nil).

14. Contingent liabilities

The Company is party to an unlimited inter-company guarantee with HSBC which includes Fablink Group Holdings Limited, Fablink Limited, Fablink UK Limited, Fablink Cab Systems Limited, Fablink Tank Systems Limited, Fablink Toolspec Limited, Global Supply Chain Solutions Limited, Streamline Panels and Assemblies Limited and Streamline Bodies and Assemblies Limited, dated 2 October 2019. The total amount outstanding at the year end under this arrangement was £12,108,000 (2021: £8,536,000). No loss is expected to arise from this arrangement.

15. Related party transactions

The Company has taken advantage of the exemption under section 33 of FRS 102 to not disclose transactions with wholly owned group members.

FABLINK GROUP HOLDINGS LIMITED Notes to the Company financial statements for the year ended 31 March 2022 (continued)

During the year loans were made to David Brown Automotive Limited and the balance outstanding at 31 March 2022 was £599,000 (2021: £nil). R A Westley is a Director of this company.

As at 31 March 2022, there were shareholder loans payable of £719,009 (2021: £719,009) included within creditors.

Key management personnel

Key management personnel is considered to be the Director of the Company, who received no remuneration from the Company (2021: £nil). The Director was remunerated by other group companies in both the current and prior period.

16. Post balance sheet events

17. Controlling party

The controlling party of the Company is RA Westley, the Director and majority shareholder of Fablink Group Holdings Limited.

APPENDIX D – PRO FORMA FINANCIAL STATEMENTS – FABLINK GROUP

[ see attached ]

D-1

EV Technology Group Ltd.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

(Unaudited)

June 30, 2022

(Expressed in United States dollars)

D-2

EV Technology Group Ltd. Pro Forma Condensed Consolidated Statement of Financial Position

As at June 30, 2022 (Unaudited) (Expressed in US dollars)

EV Technology Group Ltd. At June 30, 2022	Fablink Group At June 30, 2022 Note	Pro Forma Adjustments	Pro Forma Consolidation

ASSETS Current
Cash and cash equivalents $ 2,410,425 $ Restricted cash 15,521 Amounts receivable 184,597 Inventory 15,716 Prepaid advances 585,918	410,953 - 22,768,976 12,447,737 -	- $	$ 2,821,378 15,521 22,953,573 12,463,453 585,918
Total current assets 3,212,177	35,627,666	-	38,839,843
Non-current assets Loan to Moke International Inc. 2,965,521	-		2,965,521
Investment in Moke International Inc. 1,668,578	-		1,668,578
Investments - Property and equipment 224,193 Right to use asset 59,070 Intangible assets 6,000,000	91,188 5,263,358 11,262,296 - 4(a) 43,766,925		91,188 5,487,551 11,321,366 49,766,925
Goodwill - TOTAL ASSETS $ 14,129,539 $	705,185 4(a) 52,949,693	(705,185) 43,061,740 $	-
			$ 110,140,972

LIABILITIES Current
Accounts payable and accrued liabilities $ 298,397 $ Interest-bearing loans and borrowings - Current portion of lease payable 38,309	20,646,124 7,780,140 3,134,427	-	$ 20,944,521 7,780,140 3,172,736
Total current assets 336,706 Non-current liabilities Interest-bearing loans and borrowings - Lease liability, net of current portion 20,219	31,560,691 10,406,347 6,432,993	-	31,897,397 10,406,347 6,453,212
Deferred tax liabilities -	365,967	-	365,967
Total liabilities 356,925	48,765,998	-	49,122,923


SHAREHOLDERS' EQUITY Share capital 26,140,659 Contributed surplus 1,736,049 Accumulated other comprehensive income (18,735)	- 4(a) 36,741,372 1,998,836 4(a) (1,998,836) -		62,882,031 1,736,049 (18,735)
Deficit (14,085,359)	2,184,859 4(a)	(2,184,859)	(14,085,359)
Total equity attributed to owner of parent 13,772,614 Non-controlling interest -	4,183,695 -	32,557,677 10,504,063	50,513,986 10,504,063
Total equity 13,772,614 Total liabilities and shareholders' equity $ 14,129,539 $	4,183,695 43,061,740 52,949,693 $ 43,061,740		61,018,049
			$ 110,140,972

See accompanying Notes to the Unaudited Pro-Forma Condensed Consolidated Financial Statements

D-3

EV Technology Group Ltd.

Pro Forma Condensed Consolidated Statement of Loss and Comprehensive Loss For the six months ended June 30, 2022

(Unaudited)

(Expressed in US dollars)

(Unaudited) (Expressed in US dollars)
		EV Technology Group Ltd. Fablink Group For the six months ended For the three months ended Pro Forma Pro Forma June 30, 2022 June 30, 2022 Adjustments Consolidation
Revenue Costs of sales Gross Profit Expenses Distribution costs Consulting and management fees		- 27,024,405 27,024,405 - (23,667,479) (23,667,479)
		- 3,356,926 - 3,356,926 - 666,279 666,279 1,081,685 - 1,081,685
Legal and professional fees		776,799 - 776,799
Office costs Travel costs Shareholder communications		269,213 2,136,225 2,405,438 279,816 - 279,816 348,037 - 348,037
Promotion and marketing		919,731 - 919,731
Share-based compensation		1,736,049 - 1,736,049
Foreign exchange loss		147,132 - 147,132
Depreciation		10,364 10,364
Total expenses (Loss) income before other items
		5,568,826 2,802,504 - 8,371,330
		(5,568,826) 554,422 - (5,014,404)
Loss from investment in associate		348,353 - 348,353
Accretion Interest expense Interest income Transaction costs		(134,850) - (134,850) - 294,233 294,233 (148,767) - (148,767) 8,183,946 8,183,946
Net(loss) income before income tax for theperiod (13,817,508) 260,189 - (13,557,319)
Income tax - 59,576 59,576
Net(loss) income for theperiod (13,817,508) 200,613 - (13,616,895)
Net (loss) income attributed to: Shareholders of EV Technology Group Ltd. (13,817,508) 152,466 (13,665,042) Non-controlling interest - 48,147 48,147
(13,817,508) 200,613 (13,616,895)
Basic and diluted loss per share $ (0.07)
Weighted average number of common shares outstanding - basic and diluted 185,206,270

See accompanying Notes to the Unaudited Pro-Forma Condensed Consolidated Financial Statements

D-4

EV Technology Group Ltd.

Pro Forma Condensed Consolidated Statement of Loss and Comprehensive Loss For the year ended December 31, 2021

(Unaudited)

(Expressed in US dollars)

(Unaudited) (Expressed in US dollars)
		EV Technology Group Ltd. Fablink Group For the year ended For the year ended Pro Forma Pro Forma December 31, 2021 March 31, 2022 Adjustments Consolidation
Revenue Costs of sales Gross Profit Expenses Distribution costs Consulting and management fees		- 103,447,539 103,447,539 - (89,556,784) (89,556,784)
		- 13,890,754 - 13,890,754 - 2,598,689 2,598,689 83,250 - 83,250
Legal and professional fees		24,850 - 24,850
Office costs Travel costs Shareholder communications		15,647 8,204,180 8,219,827 42,144 - 42,144 9,413 - 9,413
Foreign exchange loss		3,131 - 3,131
Total expenses (Loss) income before other items
		178,435 10,802,869 - 10,981,304
		(178,435) 3,087,885 - 2,909,450
Loss from investment in associate		215,120 - 215,120
Accretion Interest expense Interest income		(62,672) - (62,672) - 997,313 997,313 (63,033) - (63,033)
Net(loss) income before income tax for theperiod (267,850) 2,090,573 - 1,822,723
Income tax - 443,250 443,250
Net(loss) income for theperiod (267,850) 1,647,323 - 1,379,473
Net (loss) income attributed to: Shareholders of EV Technology Group Ltd. (267,850) 1,251,965 984,115 Non-controlling interest - 395,357 395,357
(267,850) 1,647,323 1,379,473
Basic and diluted income per share $ 0.01
Weighted average number of common shares outstanding - basic and diluted 185,206,270

See accompanying Notes to the Unaudited Pro-Forma Condensed Consolidated Financial Statements

D-5

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements June 30, 2022 (Expressed in US Dollars)

EV Technology Group Ltd.

1. BASIS OF PRESENTATION

The unaudited pro forma condensed consolidated financial statements of EV Technology Group Ltd. (“EV Tech”) and Fablink Group Holdings Limited (“Fablink Group”) which comprise the pro forma condensed consolidated statement of financial position as at June 30, 2022, the pro forma condensed consolidated statement of loss and comprehensive loss for the six months ended June 30, 2022 and the pro forma condensed consolidated statement of loss and comprehensive loss for the year ended December 31, 2021, have been prepared by management of EV Tech for illustrative purposes only, to show the effect of the combination of EV Tech with Fablink Group. EV Tech is a public company listed on the NEO Exchange (the “Exchange”). As more fully described in Note 3, EV Tech and Fablink Group entered into a share purchase agreement pursuant to which EV Tech will acquire 76% of the issued and outstanding securities of Fablink Group for 29.5 million UK Pound Sterling and 719,000 UK Pound Sterling to acquire existing shareholder debt of Fablink Group with an option to acquire the remaining 24% of Fablink Group (the “Transaction”). Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including any related financing, due diligence and regulatory approval.

The unaudited pro forma condensed consolidated financial statements have been compiled from:

a) The audited consolidated financial statements of EV Tech as at and for the period of incorporation on August 16, 2021 to December 31, 2021;

b) The unaudited interim financial statements of EV Tech as at and for the six months ended June 30, 2022. c) The audited consolidated financial statements of Fablink Group for the year ended March 31, 2022;

d) The unaudited interim financial statements of Fablink Group at and for the three months ended June 30, 2022.

These pro forma condensed consolidated financial statements are presented in US Dollars which is expected to be the presentation currency of the continuing entity. For the purposes of these pro forma condensed consolidated statements, the statement of financial position of Fablink Group has been translated from UK Pound Sterling (the Company’s reporting currency) to US Dollars using the exchange rate as at June 30, 2022 (US$1 = UK Pound Sterling $1.3514), and the statement of loss and comprehensive loss has been translated at the average exchange rates for the respective periods.

The unaudited pro forma condensed consolidated statement of financial position as at June 30, 2022 has been prepared as if the transaction described in Note 3 and pro forma adjustments described in Note 4 had occurred on June 30, 2022 and the unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the six months ended June 30, 2022 had occurred on January 1, 2022 and for the year ended December 31, 2021 have been prepared as if the transaction described in Note 3 and pro forma adjustments described in Note 4 had occurred on August 16, 2021. It is management’s opinion that the unaudited pro forma condensed consolidated financial statements, in all material respects, reflects the Transaction, assumptions and adjustments described in Notes 3 and 4, and are consistent with International Financial Reporting Standards (“IFRS”). The unaudited pro forma condensed consolidated financial statements are not intended to reflect the financial position of EV Tech which would have actually resulted had the Transaction been affected on the dates indicated. Actual amounts recorded upon consummation of the agreement will likely differ from those recorded in the unaudited pro forma condensed consolidated financial statements. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the Transaction have been excluded from the unaudited pro forma condensed consolidated financial statements. Certain elements of the financial statements of EV Tech and Fablink Group have been reclassified to provide a consistent format.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited financial statements of EV Tech as at and for the year ended December 31, 2021 and the audited consolidated financial statements of Fablink Group as at March 31, 2022 including notes thereto of EV Tech and Fablink Group, and included in the filing statement or posted on www.sedar.com.

D-6

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated financial statements are as set out in EV Tech audited financial statements for the year ended December 31, 2021. In preparing the unaudited pro forma condensed consolidated financial statements, a review was undertaken to identify accounting policy differences between EV Tech and Fablink where the impact was potentially material and could be reasonably estimated. Accounting policy differences may be identified after consummation and integration of the proposed acquisition. However, the significant accounting policies of Fablink Group are believed to conform, in all material respects, to those of EV Tech.

3. ACQUISITION OF FABLINK

On August 3, 2022, EV Tech and Fablink Group entered into a share purchase amalgamation agreement pursuant to which EV Tech will acquire 76% of the issued and outstanding securities of Fablink Group in exchange for 29.5 million UK Pounds Sterling to certain shareholders of Fablink Group and 719,000 UK Pounds Sterling to acquire existing shareholder debt of Fablink Group. Furthermore, under the terms set out in the option agreement, certain shareholders of Fablink will maintain an option, for one year from the date of the option agreement, to sell the remaining 24 per cent of Fablink Group in exchange for common shares of the company, subject to certain adjustments. The completion of the acquisition and the option are subject to customary closing conditions, including any related financing, due diligence and approvals by the NEO Exchange. No finders' fees are payable in connection with and no change of control of the company will result from the acquisition. There can be no assurances that the acquisition or the exercise of the option will be completed as proposed or at all.

4. PRO FORMA ADJUSTMENTS

(c) Record the Transaction, whereby under the acquisition accounting rules, EV Tech acquired Fablink. The assets acquired, and liabilities assumed are to be recorded at their estimated fair market values, which are based on preliminary management estimates and are subject to final valuation adjustments. The difference between the purchase price consideration paid and the net identifiable assets acquired is treated as an intangible asset.

Purchase Price Consideration Paid:

Total Cash Consideration (i) $ 36,741,372

D-7

4. PRO FORMA ADJUSTMENTS (continued)

Net Assets (Laiblities) Acquired

Net Assets (Laiblities) Acquired
Cash Amounts receivable Inventory Investments Property and equipment Right to use asset Accounts Payable and Accrued Liabilities Interest-loans and borrowings Current portion of lease payable Interest-loans and borrowings Deferred tax liabilities Lease liability, net of current portion Non-controlling interest Intangible assets	410,953 $ 22,768,976 12,447,737 91,188 5,263,358 11,262,296 (20,646,125) (7,780,140) (3,134,427) (10,406,347) (365,967) (6,432,993) (10,504,062) 43,766,925
	36,741,372 $

(ii). The estimated fair value of the EV Tech shares issued was based on the financing price as expected to be completed by EV Tech at CAD$0.60 per common share using the June 30, 2022 exchange rate of 1.2886.
(d) The effective income tax rate applied in the unaudited proforma condensed consolidated financial statement is 0%.

D-8

5. PRO FORMA SHAREHOLDERS’ EQUITY CONTINUITY

A pro forma continuity of EV Tech’s issued capital stock and related recorded values after giving effect to the pro forma adjustments described in Note 4 above is set out below:

			Contributed	Accumlated Other		Non-controlling
	Common shares		Surplus	Comprehensive Income	Deficit	Interest	Equity
	#	$	$	$	$		$
EV Technology Group Ltd. at June 30, 2022	106,298,050 26,140,659		1,736,049	(18,735)	(14,085,359)	-	13,772,614
Prospectus financing	78,908,220 36,741,372				-	(10,504,063)	47,245,435
Total Pro Forma Equity	185,206,270	62,882,031	1,736,049	(18,735)	(14,085,359)	(10,504,063)	61,018,049

Options Outstanding:

Number of	Number of
options	options	Exercise price
outstanding	exercisable	(CAD$)	Expirydate
9,750,000	-	1.00	April 12, 2027
705,000	-	2.00	April 13, 2029

D-9

CERTIFICATE OF THE CORPORATION

Dated: November 11, 2022

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Ontario, Alberta and British Columbia.

(signed) " Wouter Witvoet "

By: Wouter Witvoet Chief Executive Officer

(signed) " Ryan Ptolemy "

By: Ryan Ptolemy Chief Financial Officer

On Behalf of the Board of Directors

(signed) " Olivier Francois Roussy Newton "

By: Oliver Francois Roussy Newton Director

(signed) " Manpreet Singh "

By: Manpreet Singh Director

E-1

Director	R Westley
Registered number	10648520
Registered office	Unit 2
	Quarry Road
	Brixworth
	NN6 9UB
Independent auditor	Cooper Parry Group Limited
	Cubo Birmingham
	Office 401
	4th Floor
	Two Chamberlain Square
	B3 3AX
Bankers	HSBC Bank
	62 George White Street
	Cabot Circus
	Bristol
	BS1 3BA
Solicitors	Harrison Clark Rickerbys
	Ellensborough House
	Wellington Street
	Cheltenham
	GL50 1YD

AI assistant

EV Technology Group Ltd — Capital/Financing Update 2022

44670_rns_2022-11-11_fe040da2-2fee-48bc-9454-656934c89100.pdf

EV TECHNOLOGY GROUP LTD. C$50,000,000

TABLE OF CONTENTS

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

THE CORPORATION

SUMMARY DESCRIPTION OF THE BUSINESS

General Overview

Overview of EVT’s Business

MOKE France

Recent Developments

PROBABLE ACQUISITIONS

MOKE International Limited

Definitive Agreement

Nature of Business

Purchase Price and Source of Funding

Risk Factors

The Automotive Market is Highly Competitive

Reliance on a Limited Number of Manufacturers and Suppliers

Significant Capital and High Costs

Consumers’ Willingness to Adopt Electric Vehicles

MIL’s Reliance on a Single Model of Vehicles

Expected Effect of the MIL Acquisition

(i) Financial Effect

(ii) Effect on Business

Prior Valuations

Parties to the Transaction

Fablink Group Holdings Limited

Definitive Agreement

Nature and History of Business

Risk Factors

The Automotive Market is Highly Competitive

Cyclical Nature of Automotive Industry

Regulatory Risks

Health and Safety Laws

Trade Disputes and Tariffs

Purchase Price and Source of Funding

Expected Effect of the Fablink Acquisition

(i) Financial Effect

(ii) Effect on Business

Prior Valuations

Parties to the Transaction

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

EARNINGS COVERAGE RATIO

DESCRIPTION OF SHARE CAPITAL

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

Debt Securities

Subscription Receipts

Warrants

Units

OTHER MATTERS RELATING TO THE SECURITIES

General

Certificated Form

Book-Entry-Only Form

Transfer or Conversion of Securities

Certificated Form

Book-Entry-Only Form

Payments and Notices

Certificated Form

Book-Entry-Only Form

PRIOR SALES

The Corporation

Prior EVT

Notes:

PLAN OF DISTRIBUTION

MARKET FOR SECURITIES

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

RISK FACTORS

Broad Discretion in the Use of Proceeds

The Corporation May Require Authorizations as it Expands the Scope of its Business

Potential Dilution

TRANSFER AGENT AND REGISTRAR

INTERESTS OF EXPERTS

LEGAL MATTERS

EV Technology Group Ltd Capital/Financing Update 2022