indie Semiconductor Inc

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024 and based on this evaluation, have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Per Rules 13a-15(e) and 15d-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Remediation of Previously Disclosed Material Weaknesses

As previously disclosed under “Item 9a – Controls and Procedures” in our annual report on Form 10-K for the period ended December 31, 2023, material weaknesses in our internal control over financial reporting were identified. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

During the year ended December 31, 2024, the Company, with the oversight of the Audit Committee of our Board of Directors, continued to design and implement measures pursuant to management’s overall internal controls over financial reporting remediation plan and also completed testing of the design and operating effectiveness of all remediated controls. The remediation efforts to date included the following:

a. Control Environment: We trained and continue to retain individuals who have appropriate skills and experience related to designing operating, and documenting internal controls over financial reporting, coupled with the addition of finance staff to improve the current segregation of roles and responsibilities;

b. Risk Assessment: We refined and enhanced our risk assessment process to define clear financial reporting objectives and evaluate the related risks at a sufficient level of detail to identify all relevant risks of material misstatement across the Company.

c. Information and Communication: We continued to migrate our financial reporting locations to the new ERP system. The company-wide initiative continue to improve the relevance and reliability of our data to support the functioning of internal controls, harmonize our information technology control environment, and mitigate internal control gaps and limitations that cannot be addressed by the current systems;

d. Control Activities: We developed control activities that contribute to the mitigation of risks to support the achievement of objectives to select and develop control activities to address each risk to acceptable levels; and

e. Monitoring Activities: We engaged third-party professionals to conduct a comprehensive review and perform ongoing evaluations to ensure the components of internal control over financial reporting are present and functioning in accordance with the 2013 COSO Framework.

Based on our evaluation of the effectiveness of the Company’s internal controls as of December 31, 2024, including newly remediated controls, we concluded that the Company’s internal control over financial reporting framework was effectively designed and operated effectively for a sufficient period of time to enable us to conclude that all previously identified material weaknesses have been remediated as of December 31, 2024.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year, December 31, 2024, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the Internal Control-Integrated Framework (2013). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2024.

The Company’s independent public accounting firm, KPMG LLP, which audited the 2024 consolidated financial statements included in this Form 10-K, issued an attestation report on the Company’s internal control over financial reporting. KPMG LLP’s report appears on page 52 of this Form 10-K.

Changes in Internal Control over Financial Reporting

Except for the remediation of the identified material weakness, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.