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INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF:

Financial Position

3-4

Comprehensive Income

5

Changes in Equity

6-7

Cash Flows

8-9

Notes forming part of the Consolidated Financial Statements

10-15

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

The interim condensed consolidated financial statements were authorized to be published by management on December 31, 2024.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

A.

Enercon Technologies Ltd. (hereafter – the Company) founded in November 2014. The Company itself and through its subsidiaries ("Enercon” or the "Group") develops, designs, manufactures and markets custom power supplies, UPS units and networking solutions that are designed for extreme conditions and are mainly for military, aerospace and civilian aircrafts applications (used for applications in radars, land systems, aircrafts, and missiles) through its manufacturing facilities in Israel, U.S, and India. The Company is a limited liability company incorporated and domiciled in Israel. The address of its registered office is, 27 Yad Harutzim St., Netanya Industrial Area. The Company’s controlling shareholder is Fortissimo Capital Fund.

B.

Impact of the “Swords of Iron” War on the Company:

A.

Basis of presentation

The interim condensed financial information has been prepared in accordance with IAS 34 “Interim Financial Reporting”. The results for the interim period are unaudited and, in the opinion of management, include all adjustments necessary for a fair statement of the results for the period ended 30 September 2024. All such adjustments are of a normal recurring nature. The unaudited interim condensed consolidated financial statements do not include all the information and disclosures that are required for the annual financial statements and must be read in conjunction with the Group’s annual consolidated financial statements for the year ended 31 December 2023.

B.

Estimates and assumptions

The estimates and assumptions applied in the preparation of these interim financial statements are consistently applied with those used in the preparation of the annual financial statements.

C.

Basis of  preparation of consolidated interim financial statements

The accounting policy of the group, as summarized in these interim consolidated financial statements, is consistent with the policy applied in the annual financial statements.

D.

Functional and reporting currency

The financial statements are presented in U.S. dollars and all values are rounded to the nearest thousand dollars except where otherwise indicated. The Group's management believes that the U.S. dollar is the primary currency of the economic environment in which the Group operates.

E.

New and amended accounting standards and interpretations

The following amendments became effective as at January 1, 2024:

1. Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants;

The adoption of the above amendments to EU-adopted IFRS did not result in any material changes to the Group’s accounting policies and did not have any material impact on the financial position or performance of the Group. Other amendments coming into effect on 1 January 2024 are assessed to have no impact on the Group’s operations.

o

On January 15, 2024, the Company signed an agreement with Cellcom Israel Ltd. According to the agreement the Company will lease an additional area of 521 square meters in Netanya, from January 15, 2024 until July 31, 2026. The value of the right of use asset is approximately US$ 233 thousand.

Composition:

On June 28, 2024 the Company acquired 100% of the share capital of Enercon Technologies Europe GmbH (Former: "Youco B24-H208 Vorrats-GmbH"), for approximately US$ 30 thousand. As of the reporting date, the company does not intend to initiate any activity in the subsidiary.

Revenues from major customers

A.

On September 18, 2024, Bel Fuse Inc.("Bel") entered into a definitive agreement (the "SPA") with Company shareholders (the "FF3") to acquire a majority stake in the Company based on an enterprise value of US$ 400 million. Under the terms of the SPA, Bel will acquire an 80% stake upfront for US$ 320 million in cash (subject to customary adjustments), plus up to US$ 10 million of potential earnout payments for the 2025-2026 period, with the option to purchase the remaining 20% by early 2027 based on future EBITDA performance. The acquisition was completed on November 14, 2024 (The "Closing"). On November 8, 2024, a Notice of Substitute Purchaser was executed, substituting Bel Power Solutions s.r.o. as the purchaser under the SPA.

B.

Following the execution of the Share Purchase Agreement ("SPA") with Bel. on November 14, 2024, the following events occurred:

1.

Pre-existing agreements were activated and amended:

●

Continental Converters Corporation Pte. Ltd.

o

Amendments on October 22, 2024, requiring consideration to be transferred to an escrow account.

o

On October 31, 2024, the adjusted consideration was deposited into the escrow account held by ESOP Trust & Management Services Ltd.

●

Multisphere Power Solutions Pvt. Ltd.:

o

Amended on October 22, 2024, requiring the consideration to be transferred to an escrow account.

o

On October 31, 2024, the adjusted consideration was deposited into the escrow account held by ESOP Trust & Management Services Ltd.

2.

At the Closing, 80% of all the outstanding and unexercised Vested Company Options that are in the money were canceled and automatically converted into the right to receive an amount in cash. All unvested Company Options were canceled at the Closing for no consideration. The remaining   20% of the outstanding and unexercised vested Company Options shall continue to be outstanding.

3.

At the Closing, the Company repaid all long and short bank loans, US$ 12,862 thousand and US$ 6,000 thousand respectively, and its accrued interest. Following the repayment, all lines were removed (see notes 6,7).

4.

On November 14, 2024, the Company received two loans from related parties: US$ 19,781 thousand from Bel Power Solutions S.R.O. and US$ 4,945 thousand from FF3 HOLDINGS, L.P. Both loans carry an interest rate of 8% per annum. The repayment date of both loans will be the later of (i) 31 March 2027, and (ii) expiry of the Deferred Exercise Period, or if Bel acquires the remaining 20% of the company's shares before these dates, the Maturity Date will be the date of such acquisition

C.

On January 15, 2024, the Company signed an agreement with Cellcom Israel Ltd. According to the agreement the Company will lease an additional area of 521 square meters in Netanya, from January 15, 2024 until July 31, 2026. The Company will pay the lessor a monthly rental fee of 48 New Israeli Shekels per square meter and a management fee of 8 New Israeli Shekels per square meter, both linked to the Israeli Consumer Price Index.