Automax Motors Ltd. Consolidated Financial Statements as for

Consolidated Financial Statements as for

Consolidated Financial Statements as for

To the shareholders of

We have audited the accompanying balance

sheets of Automax Motors Ltd. (hereafter: "the Company") as of December 31, 2023 and 2022, and the related statements of profit

and loss, statements of changes in equity and statements of cash flow for the years then ended. These financial statements are the responsibility

of the Company's board of directors and management. Our responsibility is to express an opinion on these financial statements based on

We conducted our audits in accordance

with the standards of the AICPA. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts

and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates

made by the board of directors and management, as well as evaluating the overall financial statement presentation. We believe that our

audits provide a reasonable basis for our opinion.

In our opinion, the financial statements

referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and

the results of its operations, the changes in equity and cash flow for those years then ended, in conformity with International Financial

Reporting Standards (IFRS) and the provisions of the Securities Regulations (Annual Financial Statements), 2010.

Without qualifying our above opinion,

we refer to note 21(a) to the financial statements regarding the indictment that was filed against the company Global Automax Ltd. along

with its officers, for suspicions of committing offenses as detailed in the note, and also to what is stated in note 1(d) regarding the

company's financial situation, the company's losses and regarding the steps the company is taking in order to meet its obligations. The

company estimates that its financial strength, together with its financial sources and taking the actions detailed in the note, will allow

it to continue to finance its activities and meet its obligations in the foreseeable future.

Key matters in the audit

Key matters in the audit are matters that were

communicated, or were required to be communicated, to the company's board of directors and which, according to our professional

judgment, were most significant in the audit of the consolidated financial statements for the current period. These matters include,

among other things, any matter which: (1) relates, or may relate, to material sections or disclosures in the financial statements

and (2) our judgment regarding it was particularly challenging, subjective or complex. These matters are answered as part of our

audit and formation of our opinion on the consolidated financial statements as a whole. The communication of these matters below

does not change our opinion on the consolidated financial statements as a whole and we do not use it to give a separate opinion on

these matters or on the sections or disclosures to which they refer.

As described in note 8 to the consolidated

financial statements, as of December 31, 2023, the balance of the vehicle inventory amounts to approximately 183,647 thousand NIS and

constitutes approximately 60% of the total assets in the company's consolidated financial statements.

Also, as described in note 2(9), the

company's management measures the inventory according to the lower of cost or net realizable value. The inventory cost includes the expenses

for purchasing the inventory and bringing it to its current location and condition. Net realizable value is the estimate of the sale price

in the normal course of business minus the estimate of costs for completion and costs necessary to carry out the sale. Vehicle inventory

cost is determined based on a specific cost.

Due to the materiality of the vehicle

inventory balance in the consolidated financial statements and due to the fact that the audit of the inventory is an essential part of

the audit work, we determined, according to our professional judgment, that the examination of the existence and evaluation of the inventory

as of December 31, 2023 is a key matter in the audit.

The audit procedures carried out in response to the key

The audit procedures we performed,

related to this key matter, included, among others, the following procedures: understanding the internal control environment regarding

the vehicle inventory registration process; Attending the company's inventory counts and sampling inventory details for the purpose of

checking their existence; receiving direct counting approvals from external websites; checking vehicle inventory costs and their book

value; Assessing the adequacy of the disclosure in the consolidated financial statements; Checking that inventory items are shown according

to the lower of cost or net realizable value.

Examining the decline in value of the company's assets

As a continuation of Notes 2(12) and

2(15), the company identified signs of asset impairment and performed an asset impairment assessment, in accordance with the requirements

of International Accounting Standard IAS 36, through a comparison between the book value of the cash-generating unit and its recoverable

amount. We identified the examination of the decline in value of the company's assets, as of December 31, 2023, as a key matter in the

audit. Determining the recoverable amount for the aforementioned cash-generating units involved a great deal of subjective judgment, since

changes in the assumptions can have a material effect on the result of the examination of the decline in value of the cash-generating

The audit procedures carried out in response to the key

The audit procedures we performed, related to

this key matter, included, among others, the following procedures: understanding of processes and the control environment, regarding

the examination of impairment by the company; Examining the adequacy of the identification of the cash generating units; Examining

the methodology used in determining the refundable amount; assessment of the skills, experience and independence of the valuer on

behalf of the company's management; Assessing the plausibility of the significant assumptions underlying the works to examine

impairment; Performing a sensitivity analysis regarding the management's significant assumptions used in the valuation; due

diligence of the book value and value in use of the cash-generating units; Examination of the adequacy of the disclosures in the

financial statements related to the examination of the decrease in value.

Consolidated statements of financial position

The accompanying notes constitute an

integral part of the financial statements.

Consolidated statements of financial position

The accompanying notes constitute an integral part of the

financial statements.

Consolidated statements of profit and loss

The accompanying notes constitute an integral part of the

financial statements.

Consolidated statements of comprehensive

The accompanying notes constitute an integral part of the

financial statements.

Consolidated statements of changes in shareholders'

The accompanying notes constitute an integral

part of the financial statements.

Statements of Cash Flows

The accompanying notes constitute

an integral part of the financial statements.

Consolidated Statements of Cash Flows

Appendix A - Adjustments required for the presentation of net

cash flows from operating activities

The accompanying notes constitute

an integral part of the financial statements.