Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

EXRO TECHNOLOGIES INC.

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

The following is a discussion of the financial condition and results of operations of Exro Technologies Inc. (“ Exro ” or the “ Company ”) during the three and six months ended June 30, 2025, and to the date of this report. The following management discussion and analysis (“ MD&A ”) should be read in conjunction with the Company’s condensed consolidated interim financial statements for the period ended June 30, 2025, and the December 31, 2024 audited consolidated financial statements and MD&A, prepared in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS Accounting Standards ”). This MD&A complements and supplements but does not form part of the Company’s consolidated financial statements.

This MD&A contains forward-looking statements. All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language. Readers are advised to refer to the cautionary language when reading any forward-looking statements.

All dollar amounts contained herein are expressed in Canadian dollars unless otherwise indicated. This MD&A has been prepared as of August 14, 2025.

BUSINESS OVERVIEW

Exro Technologies Inc. is a clean technology company focused on developing next-generation power-control electronics that expand the capabilities of electric motors and batteries. The Company’s innovative motor control and electric propulsion technologies, Coil Driver™ and SEA-Drive® are designed to bridge the performance-cost gap in e-mobility; its patented battery control technology, Cell Driver™, supports stationary energy storage for commercial and industrial applications. Together, these solutions are aimed at accelerating the transition to a circular electrified economy by delivering maximum performance with minimal energy consumption.

Exro’s patented technologies enable cost-effective and efficient systems for e-mobility and energy storage. This approach equips the Company to accelerate the development of its partners’ commercial trucks and passenger vehicles, so they are affordable to perform to real-world requirements, and are easy to scale.

Exro has developed its disruptive technology through multiple years of research and development (“R&D”), automotive certification and manufacturing experience, and on-road validations with multiple partnerships and efforts have culminated in progress marked by product deliveries to OEMs.

BUSINESS PERFORMANCE AND STRATEGIC PROGRESS

Macroeconomic headwinds, including tariffs, have contributed to a broad slowdown across the automotive sector, affecting both internal combustion and electric vehicle programs. Despite the economic pressures, on May 16, 2025, the Company announced it had received a funding commitment of up to US$30 million in debt financing, expected to be drawn in US$2.0 million tranches subject to meeting certain milestones set out by the lender. As part of the agreement, Exro has entered into a strategic review process aimed at repositioning the Company, which includes evaluating a range of outcomes such as strategic partnerships, capital restructuring, M&A opportunities, and other corporate transactions.

The Company remains focused on meeting the milestones required under the loan facility and continues to progress through the strategic review process. As of June 30, 2025 the Company has completed the below milestones, and successfully drawn US$10.0 million against the facility as of August 14, 2025.

• Approved operating budget, acceptable to the lender and strategic advisor, through the course of 2025

• Engaged a financial advisor to assist in evaluating strategic partnerships, M&A opportunities, and capital restructuring, or other corporate transactions

• Consent provided by the holders of convertible debentures to the postponement of security in favor of the loan facility

• Continued execution of its operating plan, as approved by the strategic advisor and lender

The Company is continuing active discussions with its financial advisor and strategic advisor as it pertains to engagement with credible strategic partners. The Company is actively evaluating the outcomes including strategic partnerships, capital restructuring, and M&A opportunities, along with other corporate transactions, with the support of its strategic advisor.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Consistent with the Company’s focus on decreasing operational expenditures, and in tandem with the ongoing strategic review process, the Company disposed of its Australian and New Zealand operations (“APAC Operations”) through a voluntary administration process. The process saw the Company dispose of the assets related to the APAC Operations, while maintaining its rights to intellectual property (“IP”) and its operational subsidiaries, and reducing the liabilities generated from the APAC Operations. To maintain the IP and assets and liabilities of the subsidiaries of the APAC Operations, the Company provided consideration of $41.7 million through the forgiveness of $41.3 million in net intercompany receivables from the APAC Operations, and $0.4 million of cash consideration (AUD $420,000). Through the disposition, the Company realized a gain on the disposition of assets and liabilities of $2.7 million in the period. The Company has incurred restructuring expenses of $3.0 million in the second quarter of 2025 related to the wind down of APAC Operations and the strategic review process.

COMMERCIAL AND FINANCIAL HIGHLIGHTS

• Quarterly revenue of $2.9 million from unit deliveries and Aftersales services

• Execution of Asia-Pacific (“APAC”) restructuring and wind down of operations as previously announced, resulting in the discontinuation of operations and services in the region.

• Secured financing from an existing lender and obtained access to up to USD $30 million subject to achievement of specific milestones.

• Technology Expansion: Commenced integration of its proprietary technology into a commercial vehicle platform with an NDA partner, strengthening Exro’s position with key OEM partners.

• Cost Optimization: Reduced spending across SGA and payroll expenses through targeted discretionary spending cuts and a streamlined workforce, contributing to enhanced operational efficiency.

FINANCIAL PERFORMANCE OVERVIEW

Revenue for the six months ended June 30, 2025 totaled $7.0 million, driven by the delivery of 41 e-propulsion units to customers, compared to revenue of $4.8 million for the six months ended June 30, 2024, and delivery of 36 e-propulsion units. The six month revenue increased by 47% period over period, which was driven by an increase in unit deliveries and a higher sale price for the propulsion units delivered in the period. For the three months ended June 2025, the Company delivered 18 e-propulsion units for total revenue of $2.9 million compared to the delivery of 36 units for the three months ended June 2024 and revenue of $4.7 million, reflecting a decrease in units delivered and a decrease in revenue of 38%.

Gross profit, excluding amortization, was negative $12.8 million for the six months ended June 30, 2025, primarily attributable to $11.0 million in inventory provisions recorded during the period, compared to negative $2.9 million for the six months ended June 30, 2024. The Company identified the provision against inventory related to the negative gross profit realized on sales of certain e-propulsion units resulting in a reduction in the net realizable value of inventory on hand, as well as further provisions against excess and obsolete inventory identified through the strategic review process. Gross profit excluding inventory provisions was negative $1.9 million compared to negative $2.9 million in the comparative period, reflecting an increase in the sales price of the Company’s e-propulsion units and continued improvements on the cost out efforts of the Company’s bill of materials (“BoM”).

Net loss from continuing operations for the six months ended June 30, 2025 was $103.3 million, compared to $35.7 million for the six months ended June 30, 2024. The net loss is primarily driven by impairment expense of $48.5 million recognized on intangible assets during the period, and an inventory provision related primarily to excess and obsolete inventory of $11.0 million. Additionally, non-cash charges related to depreciation and amortization of $14.2 million, and $6.7 million of interest expense on the outstanding promissory notes and convertible debentures, contributed to the net loss.

As a result of the slowdown in the electric vehicle market and pull back in forecasted production volumes, coupled with the Company’s disposition of the APAC Operations, and subsequent retention on the operational assets and subsidiaries, the Company identified indicators of impairment directly related to its intangible assets consisting of developed technology, brand and customer relationships. The Company recorded an impairment expense of $48.5 million, resulting in an estimated fair value intangible assets of $41.4 million as of June 30, 2025, which was reflective of the fair value of consideration paid in excess of the net liabilities related to the subsidiaries retained through the voluntary administration process.

Further, the Company recorded a provision against inventory of $11.0 million, consisting of excess and obsolete inventory as well as provisions for net realizable value as a result of negative gross profit realized. The Company determined excess inventory relating to

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

quantities on hand, which were greater than the near-term forecasted production, and obsolete inventory was identified as the Company progresses through its strategic review process, including assessing factors such as the age of inventory, previous consumption, and expected alternative uses.

Exro continues to implement disciplined cash management practices, although liquidity remains constrained. As of June 30, 2025, the Company held cash and cash equivalents of $3.6million, with a working capital deficit of $20.8 million. Additional financing will be required over the next twelve months to fund operating activities and strategic initiatives.

RESULTS OF OPERATIONS AND SELECTED FINANCIAL DATA

Selected quarterly financial data

Revenue for the three months ending June 30, 2025 of $2,904,485 generated from the delivery of the Company’s proprietary SEA Drive® and provision of Aftersales services.

The Company incurred net loss from continuing operations for the three months ended June 30, 2025, of $81,713,475, compared to a net loss from continuing operations of $22,805,476 for the three months ended June 30, 2024. The increase in net loss is primarily attributable to non-cash costs including $48,497,784 impairment of intangible assets as well as depreciation and amortization of $6,997,976 in the period. Additionally, interest expense of $2,999,999, including $2,140,696 accrued on the senior secured promissory notes and $448,500 on the convertible debt were recognized, contributing to net loss for the period. The intangible assets and promissory note debt were acquired during the SEA Electric merger in the prior period.

The company also incurred higher expenses associated with restructuring activities, including costs related to the ongoing strategic review process as well as the restructuring of its APAC operations. These expenses amounted to $2,979,990 and are expected to be nonrecurring.

During the quarter, the company discontinued its APAC operations following the strategic wind down previously announced at the end of the first quarter to enable focus on core markets. The assets and liabilities of the business unit not expected to be recovered or settled were derecognized, resulting in a net loss on disposal from discontinued operations of $2,787,321. Revenue from discontinued operations for the three and six months ended June 30, 2025 was $10,597 and $379,126 respectively.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

For the three months ended June 30, 2025, compared to the three months ended June 30, 2024

Revenue and gross profit from continuing operations

Revenue of $2,904,485 (June 30, 2024 – $4,670,087) from continuing operations for the three months ended June 30, 2025, was generated from the delivery of 18 electric propulsion units and provision of Aftersales services. This represents a decline compared to the same quarter in 2024 where revenue was comprised of sales of 36 units. The decrease reflects a reduction in production and sales volumes during the quarter in response to a general slowdown in EV adoption rates.

Direct operating costs, excluding amortization, from continuing operations declined to $3,088,990 for the three months ended June 30, 2025, primarily reflecting the decrease in revenue, and also partly attributable to cost-optimization initiatives, including BoM improvements. Direct operating costs consist of labor, materials, and direct and indirect overhead amounts allocated required to complete the delivered units, excluding depreciation and the amortization related to intangible assets. Direct operating costs are recognized in conjunction with revenue and vary directly with revenue.

The Company realized negative gross profit of $11,300,361 for the three months ended June 30, 2025, compared to a negative margin of $2,813,829 in the comparative period. The increase in negative gross margin is driven by a provision against excess and obsolete inventory amounting to $11,115,856 recognized. Excluding the inventory provision, gross margin per unit improved comparatively, from an average of $(78,162) per e-propulsion unit for the three months ended June 30, 2024 to $(11,078) per e-propulsion unit for the three months ended June 30, 2025. Incremental cost savings, increased selling prices and higher contribution from a favorable product mix have contributed to margin performance during the period.

Amounts collected prior to the delivery of units are recorded as unearned revenue until such time all performance obligations have been completed. As of June 30, 2025, the Company recognized unearned revenue of $1,841,188 which relates primarily to deposits received in advance from the Company’s customers.

Selling, general and administration

Selling, general and administration expenses during the three months ended June 30, 2025, were $3,566,781, a decrease of $1,159,106 compared to the same quarter in 2024. The decrease is primarily attributable to:

• $1.2 million decrease in office and general expenses, including decreases in insurance, software and licenses, computer and internet and shipping expenses, which witnessed a temporary increase in the prior period directly as a result of the recently concluded merger in that period.

• $0.3 million decrease in regulatory fees owing to non-recurring expenses incurred in prior comparative period as a result of the business combination.

• $0.5 million decrease in travel related expenses, similarly due to the absence of prior period costs incurred related to the acquisition of SEA Electric.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Payroll and consulting

Payroll and consulting fees decreased during the three months ended June 30, 2025, by $3,179,532 to $3,884,404 (June 30, 2024 – $7,063,936). The reduction in payroll and consulting fees is directly attributable to lower headcount in 2025 compared to the postmerger period in 2024, as the Company optimized its work force through 2024 and early 2025 to match the expected production and manage its liquidity. Additionally, the Company disposed of its APAC operations in the second quarter of 2025, resulting in a further reduction of its workforce.

Research and development

Research and development (“R&D”) costs decreased by $1,608,793 to $1,144,491 (June 30, 2024 – $2,753,284) for the three months ended June 30, 2025. Current period R&D costs reflect an increased focus on strategic development initiatives, and a narrower focus on key research activities, given the Company’s stage of development and progression from earlier development phases in comparative period. The reduction in R&D activities resulted in reduced material consumption and lower labor requirements reflected in the decreased proportion of payroll expense allocation in the current period.

For the six months ended June 30, 2025, compared to the six months ended June 30, 2024

Revenue and gross profit from continuing operations

Revenue from continuing operations increased to $6,976,740, an increase of 47% and $2,218,825 over the comparative period in 2024 and was generated from delivery of 41 e-propulsion units versus 36 units in prior period. The increase in revenue is attributable to an increase in volume over prior period as well as in pricing per unit compared to the prior period.

Direct operating costs excluding amortization also grew by $1,216,062 and 16% over the comparative period. The increase is generally in line with the growth in revenue but remained less than proportionate due to ongoing cost-optimization initiatives, including BoM improvements. The Company realized negative gross profit of $12,836,811 compared to a negative margin of $2,866,518 in prior period, reflecting a decline primarily attributable to inventory write downs during the period. The write downs were necessitated due to excess inventory on hand relative to forecasted production volumes. Excluding inventory provisions in the current period, gross profit saw an improvement from negative $2,866,518 for the six months ended June 30, 2024 to negative $1,863,755 for the six months ended June 30, 2025.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Selling, general and administration

Selling, general and administration expenses during the six months ended June 30, 2025, were $6,636,123, a decrease of 506,739 compared to the same quarter in 2024. The decrease is primarily attributable to:

• $0.5 million decrease in office and general expenses, including decreases in insurance, software and licenses, computer and internet and shipping expenses, which witnessed an uptake in the prior period directly as a result of the just concluded merger in that period

• $0.6 million decrease in regulatory fees owing to non-recurring expenses incurred in prior comparative as a result of the business combination.

• $0.6 million decrease in travel related expenses, similarly due to the absence of prior period costs incurred related to the acquisition of SEA Electric.

These decreases are offset by an increase in professional fees during the period, including $1.4 million relating to legal expenses incurred for ongoing legal claims, and an increase of $0.1 million in accounting and audit fees. The company continues to implement streamlining measures and reduce discretionary spending across all categories, including in selling, general and administrative spending.

Payroll and consulting

Payroll and consulting fees during the six months ended June 30, 2025 decreased to $8,332,567 (June 30, 2024 - $10,683,369), a decrease of 22% from prior period. The change in payroll expenses is mainly attributable to a reduction of headcount in 2025 compared to the same period in 2025. The Company continued to optimize its workforce to match its product demand and liquidity requirements through 2024 and early 2025. Additionally, the Company disposed of its APAC operations in the second quarter of 2025, resulting in a further reduction of its workforce.

Research and development

Research and development (“R&D”) costs decreased by $3,564,684 to $2,437,712 (June 30, 2024 – $6,002,396) for the six months ended June 30, 2025. R&D costs include labor and materials directly related to the development of the Company’s Coil Driver™ and Cell Driver™ technology. Fewer R&D activities and projects translated into a corresponding decrease in material consumption and personnel requirements which are reflected in the reduced proportion of payroll and associated costs allocated to R&D in the current period.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

RESULTS FROM DISCONTINUED OPERATIONS

Exro Vehicle Systems

During the year ended December 31, 2024, the Company completed a disposition of assets within its Exro Vehicle Systems Inc entity, resulting in the discontinuation of operations and engineering services provided by the entity. During the period ended June 30, 2025, the Company recorded nil (June 30, 2024- ($2,311,384) in revenue from discontinued operations and gross profit of nil (June 30, 2024$775,679). Net income from discontinued operations in the period amounted to $7,395 (June 30, 2024- $88,183). The Company recorded cash flow from operating activities of nil, cash flow from investing activities of nil and cash flow from financing activities of nil (June 30, 2024 - $(60,684), $114,316 and $(102,683), respectively. Net cash flow for the period was nil (June 30, 2024 - $64, 028).

APAC Operations

On May 15, 2025, the Company announced plans to wind down its APAC operations as part of its focus on core markets and capital efficiency.

As part of the strategic wind down, three subsidiaries SEA Electric Pty Ltd, SEA Electric Holdings and SEA Automotive Pty Ltd, (collectively the “Australian subsidiaries”) were placed under voluntary administration on May 6, 2025. On May 21, 2025, SEA Electric Ltd (“SEA NZ”) was similarly placed under voluntary administration. As part of the process, an independent administrator was appointed to oversee the administration process of the Australian subsidiaries and SEA NZ. During the administration process the Company determined that control over the Australian subsidiaries, and its subsidiaries, was retained in accordance with IFRS 10.

On June 25, 2025, the Company executed a Deed of Company Arrangement (“DOCA”), through which the Company acquired certain assets from the Australian Subsidiaries under administration and completed a reorganization of its remaining subsidiaries and disposed of the Australian subsidiaries. Specifically, the Company retained the intellectual property previously held within the Australian subsidiaries and the assets and liabilities of SEA Electric LLC, SEA Electric ASIA Ltd, SEA Electric GmBH, and SEA Electric Limited. The assets and liabilities of the entities retained have been recorded at fair value as at June 30, 2025.

As at June 30, 2025, the operations of the Australian entities and the New Zealand entity have been classified as discontinued operations and the financial results included in results from discontinued operations. The assets and liabilities not expected to be recovered or settled were derecognized, resulting in a net gain on disposal of $2.8 million, and net income from discontinued operations of $0.8 million for the six months ended June 30, 2025.

The Company recognized restructuring costs of $3.0 million in the period, which are comprised of expenses related to the wind down of the Company’s Australian subsidiaries and SEA NZ, along with the ongoing strategic review process.

The following table summarizes the Company’s financial results from APAC discontinued operations.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Cash flows from discontinued operation

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

OUTSTANDING SHARE DATA

As of June 30, 2025, there were 572,462,666 Common Shares issued and outstanding, and other securities convertible into Common Shares as summarized in the following table:

During the six months ended June 30, 2025, the Company issued 40,907,028 options to employees, directors and executives at a share price of $0.10. In addition, 17,400,585 preferred shares were converted into common shares. 100,000 RSUs were issued while 2,974,253 RSUs were settled into 1,418,659 common shares and 1,555,594 preferred shares in accordance with the terms of the Company’s long term incentive plan.

SOURCES AND USES OF CASH

Cash used in operating activities increased to $30,599,598 for the six months ended June 30, 2025, compared to $29,605,333 during the same period in 2024. The increase in operating cash flow in the period resulted from higher working capital requirements to support revenue generating activities in the period, as well as costs associated with restructuring activities.

Cash used in investing activities for the six months period ended June 30, 2025, was $49,856 relating to the purchase of a vehicle during the period, compared to $1,130,526 in prior period used in the purchase of equipment for the Company’s testing and production facility. Consistent with the current business model, minimal capital-intensive investments and asset acquisitions are expected.

Cash provided by financing activities for the six months ended June 30, 2025, was $26,567,146, compared to $27,301,906 during the same period in 2024. Cash from financing activities was attributable to the additional funding from drawdown on the senior secured promissory notes and the new credit facility. Funds received were primarily used to fund operating activities and the ongoing strategic review process. Financing cash in the comparative period relates to the proceeds from equity financing completed in that quarter.

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2025, the Company had cash of $3,564,050 and accounts receivable of $1,113,536 while accounts payable and accrued liabilities and other payables totaled $26,868,698. To carry out planned development and meet operating demands, the Company will spend its existing working capital and raise additional funds as needed through but not limited to debt and/or equity financing.

GOING CONCERN ASSUMPTION

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes the realization of assets and discharge of liabilities at their carrying values in the ordinary course of operations for the foreseeable future.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

During the six-month period ended June 30, 2025, the Company generated a net loss from continuing operations of $103,291,352 (June 30, 2024 - $35,689,872) and negative cash flows from operating activities of $30,599,598 (June 30, 2024 - $29,605,533). As at June 30, 2025, the Company has an accumulated deficit of $542,850,659 (December 31, 2024 - $440,397,962) and a working capital deficit (current assets less current liabilities) of $20,755,334 (December 31, 2024 - $6,894,395). The Company’s current liabilities and expected level of expenditures for the next twelve months are in excess of cash on hand of $3,564,050 as at June 30, 2025. The Company has current financial liabilities of $38,028,256 in excess of cash and accounts receivable and will require additional financing to fund its ongoing working capital requirements over the next twelve months.

Given the Company’s stage of development, and until it can generate significant profitable operations, the Company expects to continue financing its operations through a combination of accessing capital markets and debt arrangements, or other sources, in order to meet its business plan. The Company will require financing in the near future in order to fund its operations and obligations subsequent to June 30, 2025. The Company is actively managing its liquidity pending additional financing. To continue to maintain operations and execute its business plan, the Company is currently undergoing a strategic review process supported by a strategic advisor, to evaluate a range of outcomes including strategic partnerships, capital restructuring, M&A opportunities and other corporate transactions. While the Company has been successful in securing financing in the past, raising additional funds is dependent on a number of factors outside of the Company’s control, as such there is no assurance that the Company will be able to do so in the future.

As part of the strategic review process the Company completed the wind-down of its Asia-Pacific Operations (“APAC”) during the period. This resulted in the discontinuation of services and operations within the business unit and the elimination of non-profitable cash flows and associated liabilities.

During the period, the Company also secured additional financing by drawing down on the Notes of US$3.0 million ($4.3 million) on January 29, 2025, US$2.0 million ($2.9 million) on February 11, 2025, US$2.5 million ($3.6 million) on March 12, 2025, US$2.0 ($2.8 million) million on April 9, 2025 and US$2.0 million ($2.8 million) on April 28, 2025 (Note 11). The Company also entered a loan facility agreement with an existing institutional lender and has secured additional financing of up to US$ 30.0 million subject to certain conditions precedent. As at June 30, 2025, the Company had drawn US $8.0 million ($10.9 million) under the loan facility. Subsequent to June 30, 2025, the Company had drawn an additional US $2.0 million ($2.7 million). The Company continues to be reliant on additional draws on the loan facility subject to completion of scheduled milestones.

As a result of the factors noted above, there are material uncertainties that may cast significant doubt on the ability of the Company to continue as a going concern. These condensed consolidated interim financial statements do not give effect to adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the consolidated statement of financial position classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements for the three and six months ended June 30, 2025.

CRITICAL JUDGMENTS

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements:

• i. Management is required to assess the functional currency of the Company and its subsidiaries. In concluding that the Canadian dollar is the functional currency of the Company, management considered the currency that mainly influences the operating expenditures in the jurisdiction in which the Company operates.

• ii. Management is required to determine whether the going concern assumption is appropriate for the Company at the end of each reporting period. Considerations taken into account include available information about the future including the availability of financing and revenue projection, as well as current working capital balance and future commitments of the Company.

• iii. Where the fair value of financial assets and liabilities recorded on the condensed consolidated interim statements of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

• these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair values. Where the fair value cannot be derived from transactions in active markets, they are determined using appropriate valuation techniques for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

• iv. Convertible debentures are compound financial instruments which are accounted for separately by their components: a financial liability and equity components. The debentures consist of a financial liability which represents the obligation to pay coupon interest on the convertible debentures in the future, a freestanding equity classified share purchase warrant, and an equity component related to the ability to convert the debenture to common shares at the option of the holder.

The identification of the components of convertible notes is based on interpretations of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability and equity components may also be based on various assumptions including contractual future cash flows, discount rates, volatility, credit spread, and the presence of any derivative financial instruments.

• v. Management applied judgment in assessing the accounting treatment for the individual components of the senior secured convertible debentures and whether the warrants and conversion option qualify as an equity instrument, including whether the terms meet the fixed for fixed requirement.

• vi. Management applied judgment in determining whether it retains control over its APAC subsidiaries for the purposes of consolidation. The Company assesses control of subsidiaries based on whether it is exposed to or has rights to variable returns from its involvement with the subsidiaries, and whether it has the ability to influence those returns through its power over the subsidiaries. During the period, the Company announced the strategic wind down of its APAC operations and initiated a reorganization of the affected subsidiaries. In exercising judgement, Management considered facts and circumstances including its strategic and operational direction of relevant activities in the subsidiaries and determined the control criteria continued to be met during the reorganization and as at the end of the reporting period.

ESTIMATION UNCERTAINTY

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the current and next fiscal financial years:

• i. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted.

• Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods.

• ii. The fair value of accrued liabilities at the time of initial recognition is made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors.

• iii. Property, plant and equipment is carried at cost less any accumulated depreciation and accumulated impairment losses. Depreciation is calculated using management’s best estimate on the useful life of the assets. Determination of impairment loss is subject to management’s assessment if there is any indication of a possible write-down; and if so, the determination of recoverable value based on discounted future cash flows of the intangible assets.

• v. Impairment tests - if impairment tests are required, the Company’s impairment test compares the carrying value of the asset of CGU to its recoverable amount. The recoverable amount is the higher of fair value less costs of disposal (“FVLCD”) and value in use (“VIU”). FVLCD is the amount obtainable from the sale of an asset or CGU in an arms-length transaction between knowledgeable, willing parties, less the costs of disposal. VIU is the present value of estimated future cash close expected to arise from the continuing use of an asset or CGU and from the disposal at the end of its useful life. The determination of VIU requires the estimation and discounting of cash flows which involves key assumptions that consider all information available on the respective testing date. Management uses estimates, considering past and actual performance, as well as expected developments in the respective markets and in the overall macro-economic environment and economic trends to model and discount future cash flows.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The information provided in this report, including the Financial Statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to decide of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.

APPROVAL

The Company’s Board of Directors has approved the Company’s condensed consolidated interim financial statements for the three and six months ended June 30, 2025. The Company’s Board of Directors has also approved the disclosures contained in this MD&A.

RELATED PARTY TRANSACTIONS

Key management compensation

Key management consists of the Officers and Directors who are responsible for planning, directing and controlling the activities of the Company. For the three and six months ended June 30, 2025, the following expenses were incurred to the Company’s key management:

Payroll and consulting related fees decreased compared to the prior period, reflective of the Company’s cost savings initiatives. The decrease is offset by increase in stock-based compensation expenses recognized on Option awards granted during the period.

FINANCIAL INSTRUMENTS

(a) Fair value

As of June 30, 2025, the carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and other payables approximate their fair values due to the relatively short period to maturity of those financial instruments. The Company measures its investment at fair value.

The Company uses a fair value hierarchy to reflect the significance of the inputs used in making the measurements. The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e. derived from prices); and

Level 3: Inputs that are not based on observable market data.

The following table outlines the fair value hierarchy of the Company’s financial instruments that are measured at fair value:

The convertible debt and senior secured promissory notes are discounted using interest rates that approximate fair value rates that would be classified as level 2 in the fair value hierarchy.

(b) Financial risk management

The Company’s activities potentially expose it to a variety of financial risks, including credit risk, liquidity risk, and market risk.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. As at June 30, 2025, the Company’s exposure to credit risk is the carrying value of cash and balances on trades receivable. The maximum amount of the Company’s credit risk exposure is the carrying amounts of cash and cash equivalents and accounts receivable. The Company attempts to mitigate such exposure to its cash by investing only in financial institutions with investment grade credit ratings or secured investments.

The Company’s credit risk from its outstanding trade receivables is mitigated by dealing with credit-worthy counterparties in accordance with established credit approval practices. The carrying amount of the Company’s receivables represents the maximum counterparty credit exposure. As at June 30, 2025, the Company had significant concentration of credit risk with respect to accounts receivable. Approximately 57% of the Company’s total account receivable was due from a single customer.

The Company applies the simplified approach under IFRS 9 and calculates expected credit losses (“ECLs”) based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments, including risks associated with reaching commercialization and achieving revenue. To secure the additional capital necessary to pursue its plans, the Company intends to raise additional funds through equity or debt financing.

As at June 30, 2025, the Company had cash of $3,564,050 and accounts payable of $24,846,767 and accrued liabilities and other payables of $2,021,931 due within one year.

The Company holds debentures, with a face value of $14,950,000 due on December 31, 2027. The debentures carry a coupon rate of 12% annually, resulting in interest payments due of $897,000 payable semi-annually. The Company has the option to settle the interest payments through share issuances in-lieu of cash.

The Company holds senior secured promissory notes, with a face value plus accrued interest of US$73,017,750 ($104,789,965) due between March 2028 and April 2028. The notes carry a coupon rate of 12% annually, with interest compounded semi-annually on June 30, and December 31. The Company is required to pay the full balance plus accrued interest on the maturity date.

The Company has a secured loan facility with a carrying amount of US$8,000,000 ($10,948,400) as at June 30, 2025. The facility bears interest at a rate of 14% annually with principal and accrued interest due on the maturity date.

Market risk

Market risk consists of currency risk, interest rate risk and other price risk. These are discussed further below.

Foreign exchange risk

Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate due to changes in foreign exchange rates. The Company has financial assets and financial liabilities denoted in US dollars, and Euros and is therefore exposed to exchange rate fluctuations. At June 30, 2025, the Company had the equivalent of $122,389,491 of net financial liabilities denominated in US dollars, $1,278,884 of net financial liabilities denominated in Euros, and $87,691 of net financial liabilities denominated in Australian Dollars.

Interest rate risk

Interest rate risk consists of two components:

• i) To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

• ii) To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

Current financial assets and financial liabilities are generally not exposed to interest rate risk because of their short-term nature and maturity.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Other price risk

Other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk.

On March 12, 2025, the United States started applying a 25% tariff on imports of steel and aluminum products from all countries, including Canada. The impact of tariffs or other measures, once implemented, is subject to a number of factors, including the duration of such tariffs or measures, changes in the amount, scope and nature of the tariffs or measures in the future, any further countermeasures that may be taken (which could increase the cost or availability of materials for Exro or its clients), and any mitigating actions that may become available. The introduction of tariffs or non-tariff measures could cause some volatility for the Company and some purchased materials could be impacted, through price increases and/or reduced availability. Efforts would be made to mitigate these impacts by purchasing from alternative sources or by passing these escalated costs on to clients. Additionally, some clients could be impacted by tariffs or non-tariff measures, resulting in less spending by customers. Higher raw material costs brought about by tariffs or other measures, or delayed or cancelled projects could have a material adverse effect on the Company’s future earnings and financial position.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures (“DC&P”), as defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure.

Internal Controls Over Financial Reporting

Internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company;

• are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made in accordance with authorizations of management and Directors of Exro; and

• are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

The Chief Executive Officer and Chief Financial Officer are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's Chief Executive Officer and Chief Financial Officer have designed, or caused to be designed under their supervision, disclosure controls and procedures to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company's Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which the annual filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation.

The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework provides the basis for management’s design of internal controls over financial reporting. Management and the Board work to mitigate the risk of a material misstatement in financial reporting; however, a control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met and it should not be expected that the disclosure and internal control procedures will prevent all errors or fraud. The Company identified a material weakness in its ICFR during the period ended June 30, 2024, described further below.

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Exro Technologies Inc. Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Identified material weakness

A material weakness is a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In conjunction with the preparation of the Company’s condensed consolidated interim financial statements for the period ended September 30, 2024, Management concluded a material weakness existed in the Company’s internal controls over financial reporting. As at September 30, 2024, the Company did not have sufficient accounting and financial reporting personnel available to adequately address complex accounting and valuation matters like those associated with the acquisition accounting of SEA Electric on April 5, 2024, including the timely preparation and review of financial statements and other external reporting. The material weakness resulted in material adjustments to the unaudited condensed consolidated interim financial statements for the three and twelve months ended December 30, 2024.

June 30, 2025, Update

As at June 30, 2025, the material weakness still exists; however, the Company has taken steps to improve its DC&P and ICFR and remediate the material weakness through addition of qualified accounting personnel with experience in complex accounting matters and financial reporting in accordance with IFRS, to directly assist in the timely preparation of financial statements and strengthen its accounting function. In the past, the Company also engaged consultants to assist with complex accounting matters where necessary to ensure the appropriate treatment of such matters. Furthermore, the Company has enhanced its internal review process and implemented segregation of duties across accounting personnel to ensure appropriate and adequate review controls are in place. These measures are expected to improve the efficiency and accuracy of the Company’s financial reporting process. The Company will continue to assess the effectiveness of these remediation efforts over time.

RISKS FACTORS

Current and prospective shareholders should specifically consider various risk factors, including, but not limited to, the risks outlined below and particularly under the heading “ Risk Factors ” in the Company’s 2024 Annual Information Form filed on SEDAR+ (www.sedarplus.ca). Should one or more of these risks or uncertainties, including the risks listed below, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein.

FORWARD-LOOKING INFORMATION OR STATEMENTS AND CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

Certain statements contained in the following MD&A constitute forward-looking statements (within the meaning of the Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. The forward-looking statements may include statements regarding work programs, capital expenditures, timelines, strategic plans, market price of commodities or other statements that are not statements of fact. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties and other factors. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from the Company’s expectations include uncertainties involved in disputes and litigation, fluctuations in currency exchange rates; uncertainty of estimates of capital and operating costs.

It is the Company’s policies that all forward-looking statements are based on the Company’s beliefs and assumptions which are based on information available at the time these assumptions are made. The forward-looking statements contained herein are as of June 30, 2025 and are subject to change after this date, and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws.

Although management believes that the expectations represented by such forward-looking information or statements are reasonable, there is significant risk that the forward-looking information or statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate. Forward-looking information or statements in this MD&A include, but are not limited to, information or statements concerning our expectations regarding the ability to raise additional funds and find additional value in the biotechnology assets held.

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Exro Technologies Inc.

Management’s Discussion & Analysis For the three and six months ended June 30, 2025

Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking information or statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and factors including: the possibility that opportunities will arise that require more cash than the Company has or can reasonably obtain; dependence on key personnel; dependence on corporate collaborations; potential delays; uncertainties related to early stage of technology and product development; uncertainties as to fluctuation of the stock market; uncertainties as to future expense levels and the possibility of unanticipated costs or expenses or cost overruns; and other risks and uncertainties which may not be described herein. The Company has no policy for updating forward looking information beyond the procedures required under applicable securities laws.

In particular, this MD&A contains forward-looking statements pertaining to the following:

• Expectations with regard to Exro’s ability to maintain and raise adequate source of funding to finance the Company’s operations and development;

• Expectations with respect to the outcome of the ongoing strategic review process;

• Exro’s business plans, outlook and strategy;

• Exro’s expectation with respect to its future purchase orders, sales agreements, and production;

• Exro’s expectation with respect to its future hiring and R&D activities;

• Expectations regarding the Company’s evaluation of growth opportunities and plans with respect to the same; and

• Anticipated supply and demand of Exro’s products

Certain of the above listed forward-looking statements constitute future-oriented financial information and financial outlook information (collectively, “FOFI” ) about Exro’s prospective financial position. FOFI contained in this MD&A were made as of the date hereof and is provided for the purpose of describing Exro's anticipated future business operations.

Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking information and statements contained herein include the risk factors set out in Exro’s annual information form and include, but not limited to:

• The ability for the Company to execute against its operating plan is contingent on the outcome of the ongoing strategic review process, including the evaluation of strategic partnerships, M&A activities, capital restructuring, or other corporate transactions;

• Factors outside Exro’s control may impact Exro’s ability to successfully execute its commercialization plan;

• Potential delays in Coil Driver™ on road validation testing with customers;

• Anticipated market demand and sales orders may differ based on changes in customers’ pipelines and/or product requirements;

• Potential delays in completion of testing and validation of future Coil Driver™ prototypes.

• Continued SEA drive production in a timely and sufficient manner to meet demand

• Significant shift in the demand, adoption and regulatory landscape of passenger and commercial EVs

• Geopolitical risks and considerations particularly arising from domestic and international trade laws and tariffs

Exro’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth above and as set out under the heading “Risk Factors” in the Company’s 2024 Annual Information Form available on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements and FOFI contained in this MD&A are expressly qualified by this cautionary statement. Exro does not undertake any obligation to update or revise any forward-looking statements or FOFI, whether as a result of new information, future events or otherwise, unless required by law.

Calgary, AB

August 14, 2025

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