NUROSOFT : 2021 Annual Financial Report (en)

ANNUAL FINANCIAL REPORT

For the year ended December 31, 2021

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NEUROSOFT S.A.

Annual Financial Report for the year ended 31 December 2021

CONTENTS OF ANNUAL FINANCIAL REPORT

STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS ................................. 3

ANNUAL REPORT OF THE BOARD OF DIRECTORS ............................................. 4

INDEPENDENT AUDITOR'S REPORT ............................................................. 30

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS .......................................... 35

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NEUROSOFT S.A.

Statements of Members of the Board of Directors

STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS

The following statements are given by the following Members of the Board of Directors of the Company:

• 1. Anastasia Verra, Chairman of the BoD

• 2. Epameinondas Paschalidis, CEO

The undersigned, in our above-mentioned capacity, as specifically appointed by the Board of Directors of the societe anonyme company under the name "Neurosoft Software Production Societe Anonyme"

(hereinafter referred to as the "Company" or as "Neurosoft"), we state, and we assert that to the best of our knowledge:

(a) The annual financial statements (Consolidated and Separate) of the society anonyme company under the name "Neurosoft Software Production Societe Anonyme" for the period from 1 January 2021 to 31

December 2021, which have been prepared in accordance with the applicable International Financial Reporting Standards, as adopted by the European Union, provide a true and fair view of the assets and liabilities, the owners' equity and the results of the Company and the Group and

(b)The enclosed annual Report of the Board of Directors of the Company provide a true and fair view of the evolution, performance and the financial position of the Company and the Group, including the description of the main risks and uncertainties they face and relevant information.

Iraklio, 18 April 2022

Anastasia Verra

Epameinondas PaschalidisChairman of the BOD

CEO of the Company

ANNUAL REPORT OF THE BOARD OF DIRECTORS of «Neurosoft S.A. »

On the Consolidated and Separate Financial Statements for the financial year from 1 January 2021 to 31 December 2021

This Annual Report of the Board of Director (hereinafter referred for brevity as the "Report" or "Annual Report"), refers to the fiscal year 2021 (01.01.2021-31.12.2021). It has been prepared in accordance with the provisions of Articles 150-154 of Law 4548/2018 and article 4 of Law 3556/2007 and contains in a concise but meaningful, substantive and comprehensive manner all relevant information required by law to provide substantial and detailed information about the activity, during this period, of the company under the name «NEUROSOFT SOFTWARE PRODUCTION SOCIETE ANONYME» (hereafter referred to as the "Company" or «NEUROSOFT») and the NEUROSOFT Group of companies (hereinafter referred to as the "Group"), which apart from the Company include the following affiliated companies:

• (a) «Neurosoft Cyprus Ltd.», headquartered in Cyprus, in which the Company holds a stake of 100% of its share capital;

• (b) «Neurosoft Romania Srl headquartered in Romania, in which the Company holds a stake of 95% indirectly through its subsidiary Neurosoft Cyprus Ltd and Mr. Paschalidis hold the remaining 5%;

• (c) Daedalus Technologies FZCO, headquartered in UAE, in which the Company held a stake of 100% of its share capital. On 11 October 2021 the Shareholders' General Meeting of NEUROSOFT S.A. approved the sale of 100% of the outstanding shares in Daedalus;

(d)

TensorFin Software Production Single Member Société Anonyme, headquartered in Greece, in which the Company held a stake of 100% of its share capital. On 11 October 2021 the Shareholders' General Meeting of NEUROSOFT S.A. approved the sale of 100% of the outstanding shares in TensoFin.

The sections of this Report and the contents thereof, are as follows:

SECTION A

Significant events that occurred during the year 2021

The significant events that occurred during the year 2021 (01.01.2021-31.12.2021) with calendar order, as well as any impact on the annual financial statements are summarized as follows:

1. Coronavirus (COVID-19) impact

The outbreak of coronavirus (COVID-19) impacted the global economy and increased the financial uncertainty. The restrictive measures and actions taken by the Government in response to the spread of COVID-19 during the first four months of 2021 have led to a significant disruption to the operations of many companies, especially those weighted towards retail and the those being part of the IT equipment Supply Chain. As the world shut down because of the COVID-19 pandemic, the increased demand for IT equipment and the low levels of supply rippled up the deliveries and a backlog of orders jeopardized the IT projects worldwide.

It is noted though, that having reached high immunity levels and decreased mortality rates, likewise other countries around the globe, Greece is gradually easing restrictions.

During 2021, Neurosoft continued to effectively manage the impact of the COVID-19 pandemic, prioritizing the safety and security of its employees and partners and ensuring the uninterrupted continuation of operations in all Business Lines in line with the Government's guidelines and best business practices. The Company has responded quickly and undertaken all necessary actions to minimize, as much as possible, the business disruption caused by the pandemic and acted with caution regarding the execution of its projects.

Although, the Company's activities were not suspended, some of its business activities have been limited in some respects due to the suspension of certain customers' activities. However, the COVID-19 outbreak, has not materially affected our financial performance.

2. Disposal of subsidiaries

On 28 December 2020, the Board of Directors of the Company resolved to commence the process of a demerger by way of spin-off of the FINTECH sector and its contribution into a new entity. The demerger was approved by the Extraordinary General Meeting of Company's shareholders on 21 May 2021. The spin-off procedure was completed on 14 June 2021, upon registration in the Greek General Commercial Registry (G.E.MI.) of the beneficiary entity, a wholly-owned (100%) subsidiary of the Company under the corporate name "TensorFin Software Production Single Member Société Anonyme".

On 3 September 2021, a binding offer was received from a third party for the acquisition of 100% of Company's stake in the companies "TensorFin Single Member SA" and "Daedalus Technologies FZE".

Specifically, a total consideration of up to €1,002,000 was offered by Qualco S.A. for the acquisition of 100% of "Tensorfin Single Member SA", out of which an amount of €702,000 was paid in cash while the remainder of €300,000 has been deferred to be paid upon Tensorfin's achievement of specific financial targets and pre-requisites for Fiscal Years 2022-2024. In addition to the above, the deferred consideration will be adjusted by an amount determined as 20% of EBITDA of the current Fiscal Year (2021). For the acquisition of 100% of the shares of "Daedalus Technologies FZE", a total cash consideration of €50,000 has been offered by the third party. The binding offer was approved by the Board of Directors on 9 September 2021 and on 11

October 2021 by the General Assembly.

This report accompanies the annual consolidated and separate financial statements for the fiscal year 2021 (01.01.2021-31.12.2021) and since the Company prepares consolidated financial statements, this report's main and primary reference is the consolidated financial data of the Company and its related companies.

The report together with the financial statements and other information and statements required by law, are included in the Annual Financial Report for the fiscal year 2021.