UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2023

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

18 Rothschild Blvd., Tel Aviv 6688121, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Explanatory Note

Ellomay Capital Ltd. (the “Company”) hereby announces that on May 31, 2023, it published a press release containing the financial results of Dorad Energy Ltd. (“Dorad”) as of and for the three months ended March 31, 2023 and additional disclosure relating to Dorad (the “Press Release”).

In addition, based on the undertakings included in the Deet of Trust executed by the Company in connection with its Series E Secured Debentures, the Company published on May 31, 2023, through the filing system of the Israel Securities Authority and the Tel Aviv Stock Exchange, information concerning Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructure Ltd.) (“Ellomay Luzon Energy”) based on Israeli securities regulation (the “Ellomay Luzon Energy Information”) and financial statements of Ellomay Luzon Energy as of and for the three months ended March 31, 2023 (in Hebrew) that were prepared in accordance with International Financial Reporting Standards (the “Ellomay Luzon Energy FS”).

The Press Release, the Ellomay Luzon Energy Information and an English summary of the Ellomay Luzon Energy FS are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

Information Relating to Forward-Looking Statements

This report contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management or Dorad’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s or Dorad’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company or Dorad may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements included in this report. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements including regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction. These and other risks and uncertainties associated with the Company’s and Dorad’s business are described in greater detail in the filings the Company makes from time to time with the Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit Index

This Report on Form 6-K of Ellomay Capital Ltd. includes of the following documents, which are attached hereto and incorporated by reference herein:

Exhibit 99.1	Press Release: “Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three Months Ended March 31, 2023,” dated Marcy 31, 2023.
Exhibit 99.2	Ellomay Luzon Energy Information published in Israel.
Exhibit 99.3	Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. as of and for the three months ended March 31, 2023 (summary of Hebrew version, the original language was published by the Company in Israel and is available upon request).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ellomay Capital Ltd.

	By:	/s/ Ran Fridrich
		Ran Fridrich
		Chief Executive Officer and Director

Dated: May 31, 2023

Exhibit 99.1

Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three

Months Ended March 31, 2023

Israeli Government Approves Expansion of the Dorad Power Plant

Tel-Aviv, Israel, May 31, 2023 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today reported the publication in Israel of financial statements for the three months ended March 31, 2023 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4% through its indirect 50% ownership of Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd.) (“Ellomay Luzon Energy”).

On May 31, 2023, Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”), an Israeli public company that currently holds the remaining 50% of Ellomay Luzon Energy, which, in turn, holds 18.75% of Dorad, published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly report of the Luzon Group includes the financial statements of Dorad for the same period.

The financial statements of Dorad for the quarter ended March 31, 2023 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Ellomay Luzon Energy) in its financial results for this period. In an effort to provide Ellomay’s shareholders with access to Dorad’s financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation of Dorad’s financial results.

Dorad Financial Highlights

•

Dorad’s unaudited revenues for the three months ended March 31, 2023 – approximately NIS 648.3 million.

•

Dorad’s unaudited operating profit for the three months ended March 31, 2023 – approximately NIS 110 million.

Based on the information provided by Dorad, the demand for electricity by Dorad’s customers is seasonal and is affected by, inter alia, the climate prevailing in that season. Since January 1, 2023, the months of the year are split into three seasons as follows: the summer season – the months of June, July, August and September; the winter season - the months of December, January and February; and intermediate seasons – (spring and autumn), the months from March to May and from October to November. There is a higher demand for electricity during the winter and summer seasons, and the average electricity consumption is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad’s revenues are affected by the change in load and time tariffs - TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented for the quarter ended March 31, 2023, which include winter months of January and February and the intermediate month of March, are not indicative of full year results. In addition, due to various reasons, including the effects of the increase in the Israeli CPI, impacting interest payments by Dorad on its credit facility and changes in the season and TAOZ tariff calculations that became effective on January 1, 2023, the results included herein may not be indicative of first quarter results in the future or comparable to first quarter results in the past.

A translation of the financial results for Dorad as of and for the year ended December 31, 2022 and as of and for each of the three month periods ended March 31, 2023 and 2022 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Luzon Group, Ellomay Luzon Energy or Dorad with respect to the financial results included in this press release.

Expansion of Dorad Power Plant

On May 28, 2023, the Israeli Government approved the national infrastructures plan (TT”L 11/b) which governs, among other issues, the expansion of the power plant owned by Doard by approximately 650 MW in a combined cycle technology, resulting in aggregate capacity of approximately 1,500 MW. This plan also enables adding batteries with a capacity of approximately 80 MW. The Company expects that the expansion of the power plant will increase the revenues and income of Dorad. The terms of the approval have not been published yet and the approval may be subject to prerequisites and other conditions. The expansion has not yet been approved by Dorad and its approval and construction are subject to various conditions, including, among others, receipt of corporate and other approvals and permits, obtaining financing, receipt of licenses from the Israeli Electricity Authority, regulatory changes and market terms and condition, all of which are not within the control of the Company.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

•

Approximately 35.9 MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;

•

9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 860MW, representing about 6%-8% of Israel’s total current electricity consumption;

•

51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;

•

Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;

•

83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

•

Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL that are constructing photovoltaic plants with installed capacity of 14.8 MW and 4.95 MW, respectively, in the Lazio Region, Italy; and

•

Ellomay Solar Italy four SRL, Ellomay Solar Italy five SRL and Ellomay Solar Italy Ten SRL that are developing photovoltaic projects with installed capacity of 15.06 MW, 87.2 MW and 18 MW, respectively, in the Lazio Region, Italy that have reached “ready to build” status.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction, in addition to other risks and uncertainties associated with the Company’s and Dorad’s business that are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: hilai@ellomay.com

Dorad Energy Ltd.

Statements of Financial Position

	March 31		March 31		December 31
	2023		2022		2022
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Current assets
Cash and cash equivalents		323,883		301,969		151,481
Trade receivables and accrued income		184,689		178,186		238,581
Other receivables		19,224		28,742		32,809
Financial derivatives		3,902		4,359		-
Total current assets		531,698		513,256		422,871

Non-current assets
Restricted deposit		526,199		485,311		514,543
Prepaid expenses		31,573		32,736		32,072
Fixed assets		3,212,580		3,338,965		3,253,196
Intangible assets		6,722		5,937		6,404
Right of use assets		57,109		58,052		57,486
Total non-current assets		3,834,183		3,921,001		3,863,701

Total assets		4,365,881		4,434,257		4,286,572

Current liabilities
Current maturities of loans from banks		313,996		317,388		279,506
Current maturities of lease liabilities		4,645		4,479		4,645
Trade payables		172,081		232,173		228,468
Other payables		19,214		16,997		11,439
Total current liabilities		509,936		571,037		524,058

Non-current liabilities
Loans from banks		2,235,981		2,384,595		2,211,895
Other long-term liabilities		15,926		21,238		17,529
Long-term lease liabilities		50,130		50,659		49,292
Provision for dismantling and restoration		50,000		50,000		50,000
Deferred tax liabilities		231,157		197,484		215,016
Liabilities for employee benefits, net		160		160		160
Total non-current liabilities		2,583,354		2,704,136		2,543,892

Equity
Share capital		11		11		11
Share premium		642,199		642,199		642,199
Capital reserve from activities with shareholders		3,748		3,748		3,748
Retained earnings		626,633		513,126		572,664
Total equity		1,272,591		1,159,084		1,218,622

Total liabilities and equity		4,365,881		4,434,257		4,286,572

Dorad Energy Ltd.

Interim Condensed Statement of Income

	For the three months ended				Year ended
	March 31				December 31
	2023		2022		2022
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Revenues		648,316		555,424		2,369,220

Operating costs of the
Power Plant

Energy costs		124,074		89,617		544,118
Electricity purchase and infrastructure services		317,162		280,026		1,088,127
Depreciation and amortization		56,345		68,123		239,115
Other operating costs		34,171		37,674		157,189

Total operating costs of Power Plant		531,752		475,440		2,028,549

Profit from operating the Power Plant		116,564		79,984		340,671

General and administrative expenses		6,594		5,722		24,066

Operating profit		109,970		74,262		316,605

Financing income		19,222		11,529		52,131
Financing expenses		59,082		65,241		271,116

Financing expenses, net		39,860		53,712		218,985

Profit before taxes on income		70,110		20,550		97,620

Taxes on income		16,141		4,808		22,340

Profit for the period		53,969		15,742		75,280

Dorad Energy Ltd.

Interim Condensed Statement of Changes in Shareholders’ Equity

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings		Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands		NIS thousands
For the three months ended March 31, 2023 (Unaudited)



Balance as at
January 1, 2023 (Audited)		11		642,199		3,748		572,664		1,218,622

Profit for the period		-		-		-		53,969		53,969

Balance as at
March 31, 2023 (Unaudited)		11		642,199		3,748		626,633		1,272,591

For the three months
ended March 31, 2022
(Unaudited)

Balance as at
January 1, 2022 (Audited)	11	642,199	3,748	497,384	1,143,342

Profit for the period	-	-	-	15,742	15,742

Balance as at
March 31, 2022 (Unaudited)	11	642,199	3,748	513,126	1,159,084

For the year ended
December 31, 2022 (Audited)

Balance as at
January 1, 2022 (Audited)	11	642,199	3,748	497,384	1,143,342

Profit for the year	-	-	-	75,280	75,280

Balance as at
December 31, 2022 (Audited)	11	642,199	3,748	572,664	1,218,622

Dorad Energy Ltd.

Interim Condensed Statements of Cash Flows

	For the three months ended						Year ended
	March 31						December 31
	2023			2022			2022
	(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands

Cash flows from operating activities:
Profit for the period		53,969			15,742			75,280
Adjustments:
Depreciation and amortization and fuel consumption		56,790			68,786			242,345
Taxes on income		16,141			4,808			22,340
Financing expenses, net		39,860			53,712			218,985
		112,791			127,306			483,670

Change in trade receivables		53,892			70,386			9,991
Change in other receivables		13,585			11,548			7,480
Change in trade payables		(67,513	)		(96,831	)		(127,907	)
Change in other payables		7,775			9,897			4,339
Change in Other long-term liabilities		(1,603	)		5,404			1,695
		6,136			404			(104,402	)

Taxes on income paid		-			(21,795	)		(21,795	)

Net cash flows provided by operating activities		172,896			121,657			432,753

Cash flows used in investing activities
Proceeds for settlement of financial derivatives		1,172			422			13,652
Investment in fixed assets		(14,213	)		(27,513	)		(110,715	)
Investment in intangible assets		(817	)		(257	)		(1,810	)
Interest received		6,024			372			6,433

Net cash flows used in investing activities		(7,834	)		(26,976	)		(92,440	)

Cash flows from financing activities:
Repayment of lease liability principal		(100	)		(151	)		(4,726	)
Repayment of loans from banks		-			-			(255,705	)
Interest paid		(150	)		(168	)		(159,804	)

Net cash flows used in financing activities		(250	)		(319	)		(420,235	)

Net increase (decrease) in cash and cash equivalents		164,812			94,362			(79,922	)

Effect of exchange rate fluctuations on cash and cash equivalents		7,590			5,747			29,543

Cash and cash equivalents at beginning of period		151,481			201,860			201,860

Cash and cash equivalents at end of period		323,883			301,969			151,481

Exhibit 99.2

Other than information relating to Ellomay Luzon Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), the disclosures contained herein concerning Dorad Energy Ltd. (“Dorad”) and the power plant owned by Dorad (the “Dorad Power Plant”) are based on information received from Dorad. Unless the context in which such terms are used would require a different meaning, all references to “Ellomay,” “us,” “we,” “our” or the “Company” refer to Ellomay Capital Ltd. and its consolidated subsidiaries.

All reference herein to the “2022 Annual Disclosure” are to the immediate report provided to the holders of Company’s Series E Secured Debenture, submitted to the Israel Securities Authority on March 29, 2023 (filing number 2023-02-034863). Unless otherwise noted, defined terms used herein shall have the same meaning as set forth in the 2022 Annual Disclosure.

See Section 1.1 under the heading “Investment and Acquisition of Shares in Dori Energy” for disclosure concerning changes implemented in January 2023 to the shareholders’ loans provided to Ellomay Luzon Energy.

With reference to Section 1.11.3 of the 2022 Annual Disclosure in connection with Dorad’s agreement with Alon Energy Centers LP, or Alon Gat - On January 8, 2023, Alon Gat informed Dorad of the termination of the agreement, effective March 31, 2023.

With reference to Section 1.13 of the 2022 Annual Disclosure under the heading “Dorad Credit Rating” - On April 4, 2023, Dorad received an update of its debt rating forecast to ilAA-/Negative. This update did not have an effect on the interest rate of Dorad’s credit facility.

With reference to Section 1.5.2 of the 2022 Annual Disclosure under the heading “tariffs and Payments” - Effective January 1, 2023 the changes to the clusters of demand hours pursuant to the resolution of the Israeli Electricity Authority from August 2022 entered into force. These changes mainly included an elimination of the “high” cluster and shifts in “peak” hours in some seasons from noon to evening hours and an expansion of the number of months in the summer season to 4 months (June – September instead of July and August). Dorad is examining the financial impact of the decision on its expected results.

On December 26, 2022, the Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 0.7% from January 1, 2023 through the end of 2023. On January 26, 2023, the Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 1.2% from February 1, 2023 through the end of 2023. On March 27, 2023, the Israeli Electricity Authority published a decision regarding “Ongoing Update to Electricity Rates for Customers of IEC,” which provided for a decrease in the average production component of approximately 1.4% from April 1, 2023, which will remain in effect through the end of 2023.

With reference to Sections 1.5.2 and 1.16 of the 2022 Annual Disclosure under the heading “Consumption Plans and Deviations” - On April 10, 2023, the court decided to reject the request submitted by the IEC to send a third-party notice to Dorad in connection with a class action submitted against the IEC claiming that the IEC was negligent in overseeing the private electricity manufacturers thereby damaging the electricity consumers.

With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Power Plant Malfunctions” - Following Dorad’s delivery of a demand to its maintenance contractor in connection with damaged components of the gas turbine that are not covered by Dorad’s insurance in the amount of approximately $4.6 million, on February 27, 2023, Dorad decided to activate the arbitration mechanism included in its operation and maintenance agreement. On May 1, 2023, a preliminary hearing was held with the agreed arbitrator and meeting dates were scheduled for early 2024.

With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Potential Expansion of the Dorad Power Plant (“Dorad 2”)” - On May 28, 2023, the Israeli Government approved the national infrastructures plan (TT”L 11/b) which governs, among other issues, the expansion of the power plant owned by Doard by approximately 650 MW in a combined cycle technology, resulting in aggregate capacity of approximately 1,500 MW. This plan also enables adding batteries with a capacity of approximately 80 MW. The Company expects that the expansion of the power plant will increase the revenues and income of Dorad. The terms of the approval have not been published yet and the approval may be subject to prerequisites and other conditions. The expansion has not yet been approved by Dorad and its approval and construction are subject to various conditions, including, among others, receipt of corporate and other approvals and permits, obtaining financing, receipt of licenses from the Israeli Electricity Authority, regulatory changes and market terms and condition, all of which are not within the control of the Company. The abovementioned estimation in connection with Dorad 2, constitutes forward-looking information, as defined in the Securities Law, 1968, and is based on the information, experience and estimates of Dorad and the Company as of this date. Such information and assessments may also not materialize, in whole or in part or may materialize in a different manner than anticipated, including due to factors that are unknown to Dorad and the Company as of the date of this report and are not under their control, which include, inter alia, the factors set forth in this paragraph and other risk factors listed in Section 1.17 of the 2022 Annual Disclosure.

With reference to Section 1.9 of the 2022 Annual Disclosure under the heading “Municipal Tax Assessment” - During the first quarter of 2023, the objection submitted by Dorad in connection with the municipal tax assessment it received was rejected by the Director of Property Taxes and an appeal was filed with the Appeals Committee for Property Tax Affairs.

Exhibit 99.3

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Financial Position

	As at March 31 2023				As at December 31 2022
	Unaudited		Unaudited		Audited
	NIS in thousands
Assets
Current assets:
Cash and cash equivalents		22		64		154
Trade and other receivables		433		372		116
		455		436		270
Non-current assets:
Investment in equity accounted investee		249,057		228,624		239,147
		249,512		229,060		239,417

Liabilities and Equity

Current liabilities:
Trade and other payables		206		224		219
Loans from shareholders		21,066		59,431		20,000
		21,272		59,655		20,219


Equity:
Share capital		*		*		*
Share premium		105,116		105,116		105,116
Capital notes		46,933		-		46,933
Accumulated profit		76,191		64,289		67,149
		228,240		169,405		219,198
		249,512		229,060		239,417

* Represents an amount less than NIS 1 thousand

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Comprehensive Income

	Three Months ended March 31						Year ended December 31 2022
	2023			2022			Year ended December 31 2022
	Unaudited						Audited
	NIS in thousands

General and administrative expenses		(102	)		(237	)		(1,395	)
Operating loss		(102	)		(237	)		(1,395	)
Financing expenses		(766	)		(1,932	)		(8,437	)
Share of profits of equity accounted investee		9,910			2,742			13,265
Net profit for the period		9,042			573			3,433
Total comprehensive income for the period		9,042			573			3,433

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Changes in Equity

	Share Capital		Capital notes		Share Premium		Accumulated profit		Total Equity
	NIS in thousands

Balance as at January 1, 2023 (audited)		*		46,933		105,116		67,149		219,198
Transaction during the three-month period ended March 31, 2023 (unaudited) – Total comprehensive profit for the period		-		-		-		9,042		9,042
Balance as at March 31, 2023 (unaudited)		*		46,933		105,116		76,191		228,240

Balance as at January 1, 2022 (audited)		*		-		105,116		63,716		168,832
Transaction during the three-month period ended March 31, 2022 (unaudited) – Total comprehensive profit for the period		-		-		-		573		573
Balance as at March 31, 2022 (unaudited)		*		-		105,116		64,289		169,405
Balance as at January 1, 2022 (audited)		*		-		105,116		63,716		168,832
Transaction during the year ended December 31, 2022 (audited) – Capital notes		-		46,933		-		-		46,933
Total comprehensive profit for the period		-		-		-		3,433		3,433
Balance as at December 31, 2022 (audited)		*		46,933		105,116		67,149		219,198

*Represents an amount less than NIS 1 thousand

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Cash Flows

	Three months ended March 31						Year ended December 31 2022
	2023			2022			Year ended December 31 2022
	Unaudited						Audited
	NIS in thousands

Cash flows from operating activities -
Net profit for the period		9,042			573			3,433

Adjustments needed to present cash flows from the Company’s operating activities:
Adjustments to the Company’s profit and loss items:
Financing expenses		766			1,932			8,437
Company’s share of profits of equity accounted investee		(9,910	)		(2,742	)		(13,265	)
		(9,144	)		(810	)		(4,828	)
Changes in the assets and liabilities of the company:
Increase in Trade and other receivables		(457	)		(478	)		(558	)
Increase (decrease) in trade and other payables		(13	)		154			249
		(470	)		(324	)		(309	)

Cash paid during the period for:
Interest paid		-			-			(528	)
Net cash provided by (used for) operating activities		(572	)		(561	)		(2,232	)

Cash flows from financing activities -
Receipt of loans from shareholders		440			126			1,887
Net cash provided by financing activities		440			126			1,887

Change in cash and cash equivalents		(132	)		(435	)		(345	)
Cash and cash equivalents at the beginning of the period		154			499			499
Cash and cash equivalents at the end of the period		22			64			154