Novabase - SGPS, SA informa sobre: Relatório e Contas 2025 a submeter à Assembleia Geral Anual de 22 de maio de 2026 - versão Não ESEF

25

NOVABASE ANNUAL REPORT

2025

PDF/printed version of the financial statements.

In the event of conflict between this version and the ESEF version, the later version prevails.

25

NOVABASE

MANAGEMENT REPORT

2025

Chairman and CEO's Message

Highlights 2025

• Activity

• Financial Highlights

  Corporate Governance

  Financial and Stock Performance

• Relevant Information

• Key Figures

• Segment Information

• Stock Performance

• Risks

• Outlook

• Subsequent Events

  Corporate Bodies

  Proposal for the Allocation of Results Annexes To The Management Report

• Shareholders with Ǫualifying Stakes

• Stakes Held by Members of the Board of Directors and Supervisory Bodies

• Management Transactions

• Own Shares Transactions

  Sustainability Statement

• General Disclosures

• Environment

• Social

• Governance

• Entity-specific topics

• Disclosure requirements stipulated in the ESRS

  Financial Statements

• Consolidated Statement of Financial Position

• Consolidated Statement of Profit or Loss

• Consolidated Statement of Comprehensive Income

  Audit Board And Statutory Auditor Reports, and Independent Limited Assurance Report

• Report and Opinion of the Audit Board

• Statutory and Auditor's Report

• Independent Limited Assurance Report

  05

  07

  08

  09

  11

  13

  14

  15

  20

  23

  24

  28

  29

  30

  33

  35

  36

  37

  39

  42

  49

  50

  64

  80

  100

  107

  111

  118

  120

  121

  122

  123

  124

  127

  132

  CHAIRMAN AND CEO'S MESSAGE

CHAIRMAN AND CEO'S MESSAGE

Luís Paulo Salvado

Chairman/CEO Novabase

Dear Shareholders,

We have entered a new phase of technological evolution, marked by the transition from digital systems to intelligent systems.

Over the past decades, organizations have automated tasks, digitalized processes and integrated data across virtually all activities. This has led to the emergence of systems capable of interpreting information, supporting decision-making and, in some cases, executing actions autonomously.

When data, artificial intelligence and operational processes function in an integrated way, systems no longer merely support organizations'operations; they begin to actively shape how organizations learn, make decisions and evolve. We refer to this new generation of systems as Next-Gen Intelligence.

This transformation is not merely technological; it represents a structural - and even cultural

- change.

In this environment, where artificial intelligence is advancing rapidly, markets remain volatile and value chains continue to reorganize, companies must continuously adapt while maintaining strategic focus.

It is within this context that, in 2025, we accelerated the transformation of our business. We reduced our exposure to less differentiated activities, strengthened our focus on higher value-added offerings and increased execution discipline across the organization.

Our 2025 results clearly reflect this shift.

Despite a 7% decrease in Revenue, total EBITDA increased by 16% and Net Profit from continuing operations nearly doubled. In the Next-Gen segment, EBITDA margin reached 15.2%, the highest level ever recorded and three percentage points above 2024.

Net Profit decreased by 15% due to the recognition of negative foreign currency translation reserves amounting to €5.6 million, with no cash impact, following the sale of our Angolan subsidiary, as previously anticipated in prior Annual Reports.

Net Cash stood at €31 million, an improvement of €7 million excluding the 2025 shareholder remuneration. Given the strength of our balance sheet, the Board of Directors will propose a shareholder remuneration of €0.40 per share at the next Annual General Meeting.

Total Shareholder Return reached 71%, significantly outperforming benchmark indices

- EuroStoxx Technology at 12% and PSI All-Share at 29%. Since the announcement of our strategy in July 201G, cumulative return has reached 667%, compared with 126% and 70%, respectively. These figures demonstrate consistent execution and sustained value creation.

Geographically, operations in the Middle East were negatively impacted by the depreciation of the US dollar and increased geopolitical tensions. In contrast, Europe consolidated its position as our main growth engine, supported by significant commercial wins in AI-driven operational transformation offerings, particularly in Autonomous Networks. Today, we serve 6 of the top 10 telecommunications operators in EMEA.

Our Next-Gen Intelligence strategy hasevolved from a vision into an operational platform. It is no longer about applying (Gen)AI or Advanced Analytics to isolated use cases, but about redesigning critical processes, systematically automating decision-making, and embedding intelligence across our clients' planning, operational and execution cycles. This integration - combining data, AI and

CHAIRMAN AND CEO'S MESSAGE

delivery capability - underpins our competitive differentiation.

This performance reflects the contribution of all those who have worked alongside us and to whom we would like to express our recognition:

• To clients and partners, for the trust they place in our work and for the high standards with which they continually challenge us to evolve.

• To employees, for the ingenuity, dedication and professionalism with which they tackle complex challenges every day and transform knowledge into solutions.

• To the members of the Board of Directors and other governing bodies, for their strategic guidance, sense of responsibility and spirit of collaboration.

• And to our shareholders, for their continued support of the Novabase project.

In 2026, we will continue to allocate capital toward our most scalable and margin-accretive offerings, further repositioning our portfolio toward areas where we have technological differentiation and a direct impact on our clients' operational performance.

Today, we operate with a more focused and more profitable business model, positioning us to capture the opportunities arising from the AI Transformation cycle reshaping our industry.

Given Novabase's core strengths - technological specialization, close relationships with clients, experience in complex systems and a strong engineering culture - we believe we have the right ingredients to succeed in this new paradigm.

HIGHLIGHTS 2025

ACTIVITY

News

• AI G GenAI Pioneer Innovation Award | Celfocus won the award at The Fast Mode Awards 2025 with Vodafone, recognising the impact of the Field Technician Assist solution across Vodafone's European markets.

• Top 100 Global Innovators | Celfocus was listed in The Fast Mode 100 - Solution Providers Edition 2025.

• Catalyst Award at DTW Ignite 2025 | Celfocus won the "Outstanding Catalyst - Tech for Good" award at the TM Forum Innovation Awards.

• Agentic AI at Scale | Celfocus showcased its work at Google Cloud Day Lisbon 2025 as gold partner.

• Crypto Fund Infrastructure | Celfocus technology powers the management of 3 Comma Capital, Portugal's first cryptocurrency fund.

• Innovative Platform to Manage Carbon Emissions | Celfocus, with Nova SBE, INESC-ID and Fundão Municipality, developed a digital platform to measure, reduce and offset carbon emissions.

• GenAI Talent Pipeline | 12-hour hackathon under Celfocus Insider, an open day for students to explore future tech.

• Data Science G AI Community | Celfocus joined Data Science Portuguese Association, reinforcing its commitment to data-driven innovation and its "Making data actionable" motto.

• HR Tech Innovation | Celfocus won the "Service Delivery - Technological Innovation" award (HR Portugal Awards 2025).

• Wellbeing G Sustainability initiative | Regular fresh fruit offerings with Equal Food at our offices, supporting wellbeing and reducing food waste.

• "Acting with a Purpose" Programme | Social responsibility initiatives with Professional Women's Network, Comunidade Vida e Paz and Happy Code (Technovation Girls).

• 2025 Client Survey | Results showed continued progress in service delivery and client engagement.

• Sale of Subsidiary NBASIT | The Angolan divestment concluded the Group's exit from the IT Staffing business.

• Shareholder Payout of €1.35 per share | The 2025 Annual General Meeting endorsed a total dividend distribution of €48.3m.

• Share Capital Increase of €14.0m | Novabase issued 2,656,771 new shares to shareholders electing the scrip dividend option.

FINANCIAL HIGHLIGHTS

Amounts in euro millions (€m), except otherwise stated

Turnover EBITDA

134.2

124.5

15.2

13.1

150n 20m

120n

60n

60n

15m

10m

5m

30n

0

2024 2025

0

2024 2025

International Business (%) Net Profit

6G.4%

66.7%

6.4

5.5

80% 8m

70% 7m

60% 6m

50% 5m

40% 4m

30% 3m

20% 2m

10% 1m

0

2024 2025

0

2024 2025

60m

Net Cash

0.25

EPS (€/share)

50m

40m

30m

20m

10m

0.20

0.21

0.15

0.15

0.10

0.05

57.0

30.6

0

2024 2025

0.00

2024 2025

1500

Talent (Average No.)

350m

Market Capitalization

1200

600

600

300

300m

336.2

211.0

250m

200m

150m

100m

50m

1325

1262

0

2024 2025

0

2024 2025

CORPORATE GOVERNANCE

Novabase has been a publicly traded company since July 2000. It operates according to a governance model whose suitability and performance are assessed regularly by the Board of Directors to help optimize its performance in closer alignment with the interests of all stakeholders - those interested in Novabase's corporate activities, namely shareholders, investors, customers, suppliers, other business partners and employees.

In view of the mounting challenges of internationalization and competition revolving around Novabase's business, the corporate governance system in place at the company needed to be brought up to date by simplifying and streamlining company bodies and procedures, so as to tailor existing solutions to the Company's size and specific circumstances.

Therefore, beginning in 2015, Novabase adopted a reinforced Latin corporate governance model comprised of a Board of Directors, Audit Board and Statutory Auditor (ROC). In this model, a substantially more agile day-to-day management structure was implemented, with the Board of Directors able to delegate the day-to-day running of the Company to one or more directors (managing directors) or to an Executive Committee of three to nine members.

Following the General Meeting of Shareholders of 22 May 2024 (which, among other decisions, elected the members of the corporate boards and Remuneration Committee for three-year period of 2024-2026), for the purpose of continuing with a substantially more agile day-to-day management structure, the elected Board of Directors decided to keep Novabase's daily management under managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, thereby not creating an Executive Committee for this term of office. The elected Board of Directors also decided to grant special responsibilities to directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, pursuant to article 407, paragraph 1 of the Commercial Companies Code. The activities of these managing directors are supervised by the non-executive directors.

Moreover, Novabase has a General Meeting board elected for three-year terms of office, along with a Remuneration Committee appointed by the General Meeting of Shareholders to establish the remuneration of each corporate board member, in accordance with the Remuneration Policy passed by the General Meeting of Shareholders on 25 May 2021 and ratified at the General Meeting of Shareholders on 22 May 2025.

The Company also designates a Secretary and respective substitute, under the terms of article 446-A of the Commercial Companies Code, to perform the duties established by law.

Novabase constantly analyses the implementation of this model in order to refine its corporate governance practices, whenever possible, and tailor the model to the demands and challenges faced by the Company.

FINANCIAL AND STOCK PERFORMANCE

RELEVANT INFORMATION

Completion of NBASIT sale

The sale of the Angolan subsidiary concluded the exit from the IT Staffing business

• On 24 January 2025, Novabase entered into a sale and purchase agreement with the local promoter, Mr. Vinhas Lobo, as buyer, for the disposal of 99.2% of the share capital of its Angolan subsidiary NBASIT, S.A., for a total consideration of €99,200, of which €9,920 was paid on signing, with €89,280 payable on completion.

• On the same date, the subsidiaries Novabase Business Solutions, S.A. and Novabase IMS 2, S.A. entered into an agreement for the assignment of claims against NBASIT of €358k and €2,510k, respectively, arising in the course of their business activities.

• Completion of the sale was subject to several conditions precedent, including receipt in full of the consideration for the assignment of claims to be acquired by the buyer within a maximum of 12 months, with control transferring to the buyer upon satisfaction of the final condition precedent.

• The sale was concluded on 7 November 2025, after the conditions precedent were satisfied. As a result, Novabase recognised, in the results for the 2025 financial year, a capital gain of

  €31k - below the previously disclosed estimated capital gain of €45k - and a negative currency translation reserve of €5.6m, as anticipated in the 2023 and 2024 Reports and Accounts, with no cash impact.

• This transaction concluded the exit from the IT Staffing business, following the sale of the Neotalent entity in Portugal and Spain in 2023, and it will allow Novabase to focus on developing its strategy around Next-Gen Intelligence solutions.

KEY FIGURES

Turnover

7% YoY decrease reflects intentional selectivity and enhanced focus on profitability

134.2

124.5

150n

120n

60n

60n

30n

0

2024 2025

Breakdown by Geography1 (%) Breakdown by Segment (%)

33.3% vs. 30.6%

100%

0%

0%

100%

100%

PT

80%

66.7% vs. 66.4%

60%

40%

WORLD

WIDE

20%

0

2024 2025

Next-Gen

Value Portfolio

1 Turnover by geography is computed based on the location of the client's decision centre.

EBITDA

16% YoY growth, with margin expansion of 240 bps

G.8%

12.2%

15.2

13.1

20m

15m

10m

150%

120%

60%

Breakdown by Segment (%)

124%

100%

-24%

60%

5m

30%

0

2024 2025

EBITDA Margin

0%

Next-Gen

Value Portfolio

Novabase

EBITDA is an Alternative Performance Measure (APM) used by Novabase to evaluate the profitability of the business and the capacity to generate resources through its operating activities.

EBITDA is defined as Operating Profit excluding Amortization and Depreciation and any non-operating costs that may occur (for example restructuring costs). The Operating Profit is the item of the Consolidated Statement of Profit or Loss, which is an integral part of this Consolidated Report and Accounts, more directly reconcilable and more relevant to this APM.

Net Profit

15% YoY decrease from non-operating, non-cash FX recycling effects2

6.4

5.5

8m 7m 6m 5m

4m

3m

2m

1m

0

2024 2025

Total Earnings per Share reached €0.15 (€0.21 in 2024).

2 Reclassification of cumulative FX reserves to profit or loss on NBASIT sale (purely accounting).

EBITDA to Net Profit

Continuing Operations Net Profit nearly doubled YoY, to €12.5m

15.2 0.2

3.4

12.5

-3.8

-2.5

-4.2

5.5

-2.8

20m

15m

10m

5m

2025

0

EBITDA Rest.

Costs

DCA Financ. Res.

Income Tax

Profit Cont. Ops.

Discont. Ops.

NCI Net Profit

13.1

-1.G

-3.8

1.4

-2.2

6.6

1.1

-1.2

6.4

2024

The growth in Profit from Continuing Operations was supported by higher EBITDA, the non-recurrence of prior-year restructuring costs and improved financial results.

The excess restructuring provision from 2024 was reversed, and financial results incorporated a fair value change in a Venture Capital investment, also affecting Non-Controlling Interests.

The evolution of Discontinued Operations was driven by the -€5.6m non-cash impact from recycling FX translation reserves on the sale of the Angolan subsidiary, leading to a 15% decline in Net Profit.

Net Cash

Net Cash of €30.6m, after €1.35/share payment

57.0

30.6

60m

50m

40m

30m

20m

10m

0

2024 2025

Net Cash increased by €6.9m in 2025 - excluding the €47.3m outflow for shareholder remuneration and the €14.0m inflow from share capital increase - and includes €2.9m arising from MCA transactions and Venture Capital portfolio disposals.

Of the €30.6m Net Cash position, €1.7m relates to Non-Controlling Interests (versus €2.3m in 2024).

The Board of Directors intends to propose to the next General Meeting of Shareholders a shareholder remuneration of €0.40 per share.

Net Cash is an Alternative Performance Measure (APM) used by Novabase to assist in the analysis of the Company's liquidity and capacity to meet its commitments.

The detail and breakdown of Net Cash is as follows:

Capital Expenditure

CapEx of €1.9m

CapEx amounted to €1.9m in 2025 (€2.5m in 2024) and is divided into two parts:

• Work in progress, in the amount of €1.3m, mostly related to development projects; and

• Property, plant and equipment (excluding right-of-use assets), in the amount of €0.6m, referring essentially to the acquisition of basic equipment for the operations.

1 Determined by multiplying the number of treasury shares held by the Company at the end of the period by the share price on the last tradable day.

2 At the end of 2025, treasury shares represented 1.85% of Novabase's share capital (1.84% in 2024).

CapEX is an Alternative Performance Measure (APM) used by Novabase to analyse how much of its cash flow is invested in fixed assets necessary to maintain or increase the operational capacity of the business.

CapEX is defined as payments related to the acquisition of property, plant and equipment and intangible assets, disclosed as investment activities in the Consolidated Statement of Cash Flows, which is an integral part of this Consolidated Report and Accounts.

Talent

Talent pool of 1262 employees

1325

1262

1500

1200

600

600

300

0

Average No.

2024 2025

Talent pool reduced by 5% YoY (1325 in 2024), following the late-2024 restructuring aimed at strengthening operational efficiency.

SEGMENT INFORMATION

Novabase's activity is organised into two operating segments: Next-Gen and Value Portfolio

NEXT-GEN: Novabase's core segment, which operates under the Celfocus commercial brand according to Novabase's brand architecture. It develops an IT activity with technology offerings that tend to be more advanced and targeted mainly to the Financial Services and Telecommunications industries and to the most competitive markets (Europe and the Middle East).

VALUE PORTFOLIO: Segment including the venture capital activity developed through Novabase Capital, S.C.R., S.A.. For reporting purposes, Value Portfolio segment includes the Group's holding.

Next-Gen

Turnover

134.2

124.5

150n

120n

60n

60n

30n

0

2024 2025

Next-Gen Turnover decreased 7% YoY, driven by deliberate selectivity and profitability focus, particularly in the Middle East.

Breakdown by Industry (%)

80%

16% 4%

82%

14% 4%

2025

Multi-industry approach, but still Telco dominance.

2024

0 20% 40% 60% 80% 100%

Telco Financial Services

Other

Breakdown by Geography

Europe G Middle East

€78.3



€8G.0

m

m

Portugal

Rest of the

World

€41.4

€41.0

m

m

€4.8

m

€4.2

m

2024 2025 Talent engine/

nearshore capability

Client relationship C front delivery

International business accounted for 67% of Next-Gen's Turnover, with Europe C Middle East target markets representing 94% of that amount.

Middle East operations were affected by greater commercial selectivity and enhanced profitability discipline.

EBITDA

12.2%

15.2%

18.G

16.3

20m

15m

10m

5m

0

2024 2025

EBITDA Margin

Next-Gen EBITDA increased 16% YoY, supported by the 2024 year-end restructuring. Profitability rose 3pp YoY, reaching its highest level ever at 15.2%.

Talent

1314

1251

1500

1200

600

600

300

0

Average No.

2024 2025

Next-Gen talent pool reduced by 5% YoY, following the late-2024 restructuring. The TTM attrition rate3 of Next-Gen stood at 10.8% (10.1% in 2024), remaining at a low level.

Total number of clients4 % Revenues from Top Tier clients5

112

116

20

Number of Top Tier clients

1G

Number of Top Tier clients

G1%

8G%

150 100%

120 80%

60 60%

60 40%

30 20%

0

2024 2025

0

2024 2025

The client base expanded by 4% YoY.

Value Portfolio

Value Portfolio made a marginal contribution to total activity in 2025, recording Turnover of €11k (€11k in 2024) and an average of 11 employees (11 in 2024). EBITDA for this segment was -€3.7m (-€3.2m in 2024), essentially reflecting central structure costs.

3 Determined by the formula: number of leaves at the employee's initiative ÷ average number of employees, for the Trailing 12 Months.

4 Client is defined as the decision-making client.

5 Top Tier clients (>€1m) considers the Trailing 12 Months.

STOCK PERFORMANCE

Novabase and the Market

Total Shareholder Return of 71%, clearly outperforming the benchmark indices

Ex-shareholder remuneration

€1.35/share

5 Jun:

100%

80%

75%

60%

40%

20%

0%

-20%

0%

-14%

J F M A M J J A S O N D

Novabase PSI All-Share Eurostoxx Technology

Novabase's TSR increased 71% in 2025, clearly outperforming the benchmark indices EuroStoxxTechnology (+12%) and PSI All-Share (+29%). In price returns, the share was up 48%, compared with +3% and +24%, respectively.

In 2025, Novabase paid a shareholder remuneration of €1.35 per share.

Cash contributions from shareholders electing the scrip dividend supported a €14.0m share capital increase6 through the issuance of 2,656,771 new shares, admitted to trading on Euronext Lisbon on 30 June.

Novabase acquired 99,661 shares on the market under the buy-back programme and transferred 47,946 shares for the settlement of Share-Based Payment options. At year-end 2025, Novabase held 710,636 own shares (1.85% of share capital).

Market Capitalization at 31 December 2025 was €336.2m, with a TTM price-to-sales ratio of 2.70x.

The Board of Directors intends to submit to the General Meeting of Shareholders on 22 May a proposal for a €0.40/share distribution.

6 Subscribed by shareholders holding shares representing around 29% of the share capital entitled to the dividend.

RISKS

Financial Risks

Novabase is exposed to a range of financial risks arising from its operations, namely foreign exchange risk, interest rate risk (cash flows and fair value), credit risk, liquidity risk and capital risk. The evolution of financial markets is continuously monitored in line with the Group's risk management policy, in order to minimize potential adverse effects on its financial performance.

In 2025, the European Central Bank (ECB) continued to reduce its key interest rates, driven by the slowdown in Eurozone inflation, which stood at around 1.9%, according to data released by Eurostat on 19 January 2026. The sharp depreciation of the dollar against the euro was another major theme of 2025, largely explained by US administration policies, with the tariffs announced by Trump affecting US inflation expectations. Looking ahead to 2026, the significant escalation of geopolitical tensions in the Middle East, the evolution of the conflict in Ukraine and the outlook for peace, as well as other current or potential geopolitical shocks, add further uncertainty. The performance of the main European economies and the evolution of US-China trade relations are additional sources of economic uncertainty.

Further information on each of the financial risks to which Novabase is exposed, listed below, can be found in the note on "Financial risk management policy" included in the Financial Statements, which forms an integral part of this Annual Report, and to which reference is hereby made.

Foreign exchange risk

Novabase is exposed to foreign exchange risk, primarily due to U.S. Dollar exposure, as some subsidiaries conduct transactions in this currency, but also from exposures to the British Pound, Egyptian Pound and Saudi Riyal.

The finance department is responsible for monitoring exchange rate movements in these currencies to mitigate their impact on consolidated results. Whenever exchange rate expectations justify it, the Group seeks to enter into hedging transactions against adverse movements using derivative financial instruments.

Interest rate risk (cash flows and fair value)

Interest rate risk reflects the possibility of fluctuations in the amount of future finance charges on borrowings, arising from changes in market interest rates.

The cost of the Group's financial debt is indexed to short-term benchmark interest rates, which are reviewed at intervals of up to one year and include risk premiums negotiated on a timely basis. Accordingly, changes in interest rates may affect Novabase's results.

Novabase's exposure to interest rate risk arises from holding financial assets and liabilities contracted at fixed and/or variable rates. In the case of fixed rates, the Group faces a fair value risk on those assets or liabilities, as any change in market interest rates entails an opportunity cost. In the case of variable rates, such changes have a direct impact on the amount of interest payable, thereby leading to cash flow fluctuations.

The exposure to interest rate risk is continuously monitored by the finance department. Interest rate risk management aims to reduce the volatility of interest charges.

Credit risk

Novabase's credit risk management is carried out both at the level of the business units, for customer receivables, and at the consolidated level, for all active positions in financial instruments.

Credit risk arises from cash and cash equivalents, derivative financial instruments, and credit exposures to customers, including receivables and committed transactions. With regard to banks and financial institutions, only entities with recognised credibility in the sector are accepted. Customer credit risk management is carried out based on credit limit ranges, taking into account the customer's financial position and historical business relationship with the Group.

Liquidity risk

Prudent liquidity risk management requires maintaining sufficient cash or liquid financial instruments, ensuring access to financing through an adequate amount of credit facilities, and having the ability to close out market positions.

Management monitors updated forecasts of Novabase's liquidity reserve (unused credit facilities and cash and cash equivalents) based on expected cash flows, taking into account the remaining contractual maturities of financial liabilities and the expected dates of inflows from financial assets. In addition, regular monitoring is carried out on the concentration of maturities of Novabase's borrowings and financial liabilities.

Capital risk

Novabase's objectives regarding capital management, which is a broader concept than the capital disclosed on the face of the consolidated statement of financial position, are:

1. Safeguard the Group's ability to continue as a going concern, thereby providing returns to shareholders and benefits to other stakeholders;

2. Maintain a sound capital structure to support the development of its business;

3. Maintain an optimal capital structure that enables the Group to reduce its cost of capital.

Management monitors the Return on Capital ratio7, which measures the extent to which Novabase generates cash flows relative to the capital it has invested in its business.

Emerging Risks

In addition to the financial risks inherent to its activity, Novabase is also exposed to operational and business risks, which may translate into threats or opportunities, and for which appropriate mitigation strategies are proactively developed. The following should be highlighted:

Cyber-risks

The increasing integration and sophistication of technology have heightened companies' exposure to various types of cyber-risk (e.g. large-scale cyber-attacks, data breaches and destruction, attempted extortion, etc.), with potential financial, operational and reputational impacts. The widespread adoption of remote work, geopolitical conflicts and the growing use of generative artificial intelligence (AI) in cyber-attacks have significantly increased exposure to this risk.

7 Determined by the formula: Operating Profit ÷ Total Equity.

The World Economic Forum's Global Cybersecurity Outlook 2025 report confirms that 72% of organizations reported an increase in cyber-risk, with generative AI and skills shortages emerging as critical challenges. Nearly 47% of organizations identify adversarial advances driven by generative AI (GenAI) as their primary concern, as these enable more sophisticated and scalable attacks.

Novabase has been continuously strengthening its measures to mitigate this risk, under the direct oversight of the Chief Information Security Officer, namely by investing in procedural and technological controls and by training employees on best practices for remote work, cybercrime, awareness and the responsible use of AI.

Talent retention risk

Novabase's ability to successfully deliver its strategy depends on attracting and retaining the most qualified and competent employees for each role.

The accelerating digital transformation and new labour dynamics that emerged since the pandemic, driven by fierce competition for scarce talent, have created major challenges to talent management, resulting in higher IT salary levels and increased difficulties in attracting - and especially retaining -talent.

The HR 2025 Barometer, conducted by the Kaizen Institute in partnership with Hays Portugal, reveals that talent shortages and wage competitiveness continue to challenge companies. According to the study, talent retention continues to rely on benefits and compensation, which 74% of organizations consider only partially competitive.

Novabase's human resource policies are aligned with its strategic objectives and have been adapted and strengthened in response to this reality, including the adoption of a hybrid work model with 60% remote work (in place since 2021), a focus on professional development and salary competitiveness, the continuous improvement of working conditions, and a strong on-boarding experience, among others.

Delivery risk

Novabase's policies to address delivery risk include, among others, the following:

• Analysing each significant commercial proposal to reduce the risk of overselling, considering the internal capacity available;

• Continuously scrutinizing the quality of the teams assigned to projects;

• Maintaining ongoing training programmes in technologies (namely New-Generation information technologies) and project management methodologies.

  The Nearshore Agile delivery model, which Novabase has been refining over recent years, has consistently demonstrated its robustness and adaptability, and is now a key pillar of the Group's operational efficiency and quality.

  Strategic and context risks

  Novabase is not immune to the contingencies of the markets in which it operates, still facing the so-called "strategic" and "context" risks.

  The geopolitical and macroeconomic environment remains complex. The war in Ukraine, tensions in the Middle East, climate-related disasters and the fragmentation of global trade continue to sustain high levels of uncertainty and a persistent risk of recession. The International Monetary Fund (IMF) forecasts that global economic growth will remain resilient at 3.3% in 2026, although below the historical average. In its updated projections, the IMF also warns of diverging economic trajectories across countries and of risks associated with trade uncertainty and inflation.

  Novabase seeks to manage and mitigate these risks through recurring discussions across the various management layers on the risks that may impact the Group. These discussions cover areas for investment and divestment, strategic priorities and outstanding risks at any given time, and also serve as a forum for assessing the organization's risk appetite and how it is evolving.

  Risks associated with climate change

  Although Novabase does not have a significant carbon footprint and is not directly exposed to the physical risks of climate change, these factors are nevertheless considered when making investment decisions. Novabase's performance is crucial not only in generating returns for shareholders but also in the broader context of the economic environment and wellbeing of the communities in which it operates.

  Fully aware of its role, Novabase has been progressively adopting a more rigorous and robust approach to:

• Identifying, managing and mitigating climate-related risks;

• Identifying and capitalizing on opportunities created by climate change;

• Reporting on how the physical and transition risks associated with climate change are being managed, as well as on the initiatives developed from an environmental stewardship standpoint, aimed at moving towards a more sustainable economy.

In this regard, it is important to note that, within its strategy, the Company demonstrates a clear commitment to sustainability-related matters, ensuring the achievement of its short, medium and long-term objectives through an integrated approach aligned with market best practices.

This strategy is built on identifying the most relevant impacts, risks and opportunities for the business and incorporating them into decision-making processes, operational management and internal policies. By aligning its business model with environmental, social and governance commitments -such as energy transition, emissions reduction, the promotion of diversity, business ethics and the responsible management of value chain - Novabase ensures that its current actions support the Group's future resilience, innovation and sustainability.

More detailed information on the initiatives developed can be found in the Sustainability Statement section of this Report, to which reference is hereby made.

OUTLOOK

Focus on highly scalable, high-margin offerings

The current context of market volatility has continued to accelerate the transformation of our business. In 2025, we reduced our exposure to less differentiated activities, strengthened our focus on higher value-added offerings, and enhanced execution discipline across the organization.

Our Next-Gen Intelligence strategy has moved beyond an aspirational vision to establish itself as an integrated operational platform. The focus is no longer on isolated applications of (Gen)AI or Advanced Analytics, but on the end-to-end transformation of critical processes, the systematic automation of decision-making, and the embedding of intelligence across our clients' planning, operational and execution cycles. This alignment of data, artificial intelligence and delivery capability reinforces our competitive advantage in a decisive way.

Today we operate with a more focused and profitable business model, placing us in a stronger position to seize the opportunities arising from the AI Transformation cycle that is reshaping our sector.

In 2026, we will continue to allocate capital to offerings with greater scalability and higher margin contribution, further advancing the repositioning of our portfolio towards areas where we hold technological differentiation and deliver a direct impact on our clients' operational performance.

SUBSEǪUENT EVENTS

In 2026, up to the date of issuance of this Report, the following significant events occurred:

Remuneration to shareholders of 0.40 Euros per share

On 18 February 2026, Novabase announced the intention of its Board of Directors to propose to the 2026 Annual General Meeting the payment of a shareholder remuneration of 0.40 Euros per share, subject to market conditions, a financial and accounting situation in Novabase's balance sheet allowing its implementation, and applicable legal and regulatory terms and conditions. This corresponds to the distribution of 15.4 million Euros to shareholders.

The same announcement states that the Board of Directors intends to propose that this remuneration be paid entirely in cash.

Middle East geopolitical context

Since 28 February 2026, there has been a significant escalation in geopolitical tensions in the Middle East, marked by the start of direct military operations involving the United States, Israel and Iran. These developments have disrupted regional airspace and maritime traffic in the Strait of Hormuz. Attacks on critical infrastructure in the region have already led, in the first quarter of 2026, to material impacts on global markets, particularly on oil prices and the stability of supply chains.

The current environment increases the likelihood of adverse effects on the energy market and on supply chains, heightens inflationary pressures, and may trigger unexpected fluctuations in interest and exchange rates, within a context of elevated uncertainty regarding the duration, depth and intensity of the conflict.

The Group maintains a presence in the Middle East through two small subsidiaries. In 2025, this geography accounted for 10.7% of consolidated revenue, reflecting a year-on-year decrease in line with our strategy of selective, profitability-oriented growth.

The Board is continuously monitoring the evolving geopolitical and economic context and has established a dedicated task force to oversee these developments. Despite the high level of uncertainty, the Board considers that Novabase's ability to continue as a going concern is not at risk. It is not, however, possible to reliably estimate the potential impact of these events on the Company's activity and profitability during the 2026 financial year.

CORPORATE BODIES

OFFICERS OF THE GENERAL MEETING

Chairman

Catarina Maria Marante Granadeiro

Secretary

Diogo Ferreira da Fonseca Pinto

BOARD OF DIRECTORS

Chairman (Executive)

Luís Paulo Cardoso Salvado

Member (Executive)

Álvaro José da Silva Ferreira

Member (Non Executive)

Francisco Paulo Figueiredo Morais Antunes

Member (Non Executive)

María del Carmen Gil Marín

Member (Non Executive)

José Afonso Oom Ferreira de Sousa

Member (Non Executive)

Pedro Miguel Ǫuinteiro Marques Carvalho

Member (Non Executive)

Benito Vázquez Blanco

Member (Non Executive)

Madalena Paz Ferreira Perestrelo de Oliveira

Member (Non Executive)

Rita Wrem Viana Branquinho Lobo Carvalho Rosado

DELEGATED DIRECTORS

Luís Paulo Cardoso Salvado Álvaro José da Silva Ferreira

DIRECTORS WITH SPECIAL RESPONSIBILITIES

Francisco Paulo Figueiredo Morais Antunes María del Carmen Gil Marín

CORPORATE BODIES

AUDIT BOARD

Chairman

Álvaro José Barrigas do Nascimento

Member

Fátima do Rosário Piteira Patinha Farinha

Member

João Luis Correia Duque

Surrogate

Manuel Saldanha Tavares Festas

STATUTORY AUDITOR

Effective Statutory Auditor (representing Ernst C Young C Associados - SROC, S.A.)

Luís Miguel Gonçalves Rosado

Surrogate Statutory Auditor

Rui Abel Serra Martins

REMUNERATION COMMITTEE

Chairman

Francisco Luís Murteira Nabo

Member

Pedro Miguel Duarte Rebelo de Sousa

Member

João Francisco Ferreira de Almada e Ǫuadros Saldanha

COMPANY'S SECRETARY

Efective

Miguel Meunier Nolasco de Almeida Crespo

Surrogate

Maria Amália Lopes dos Santos Parente

PROPOSAL FOR THE ALLOCATION OF RESULTS

Whereas, despite the Company having posted a consolidated net profit of €5,484,736.48 (five million, four hundred and eighty-four thousand, seven hundred and thirty-six euros and forty-eight cents), it recorded a net loss of €-2,825,031.27 (negative two million, eight hundred and twenty-five thousand, thirty-one euros and twenty-seven cents) in its individual accounts.

In accordance with legal and statutory provisions, the Board of Directors proposes that the net loss for the year of €-2,825,031.27 (negative two million, eight hundred and twenty-five thousand, thirty-one euros and twenty-seven cents) be transferred to retained earnings.

Lisbon, 29 April 2026

The Board of Directors

ANNEXES TO THE MANAGEMENT REPORT

LIST OF SHAREHOLDERS WITH ǪUALIFYING STAKES AS AT 31 DECEMBER 2025

(With the identification of the respective allocation of voting rights in accordance with paragraph 1 of article 20 of the Portuguese Securities Code)

The holdings identified below correspond to the last positions notified to the Company with reference to 31 December 2025 or a previous date.

There are no categories of shares with special rights.

Holders

No. shares

% share capital and voting rights

During 2025, Novabase did not maintain any significant business relationship with shareholders with qualifying stakes or entities that, as far as the Company is aware, are or were related to them.

1 The directors José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB - S.G.P.S., S.A., having executed a shareholder's agreement concerning the entirety of the share capital of this company.

2 When Novabase received communication of this holding, it was informed that José Sancho García is the controlling shareholder of this company, and therefore the corresponding voting rights are attributed to him.

3 When Novabase received communication of this holding, it was informed that this company is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in Novabase.

INFORMATION CONCERNING STAKES HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND SUPERVISORY BODIES AS AT 31 DECEMBER 2025

(Under the terms of paragraph 5 of article 447 of the Portuguese Commercial Companies Code)

The shareholding of each of these members of the Corporate Bodies corresponds to the last position notified to the Company with reference to 31 December 2025 or a previous date. The duties of each of these Corporate Bodies are described in the Corporate Bodies section of this Report.

1 Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa are shareholders of HNB - S.G.P.S., S.A., where they hold management positions. HNB - S.G.P.S., S.A. held 18,318,655 shares representing 47.68% of Novabase's share capital and respective voting rights at 31 December 2025.

BODIES

In addition to those mentioned to in this document (at the management transactions item), no encumbrances or other acquisitions or changes in the ownership of shares representing the Company's share capital (or of a company in a control or group relationship with the Company) were undertaken by the members of the Board of Directors and Supervisory Bodies, nor any promissory, option or repurchase agreements, nor other agreements with similar effects on such shares.

No other transactions of the type described above were likewise carried out by any person falling under the scope of paragraphs 2 a) to d) of article 447 of the Portuguese Commercial Companies Code.

Finally, it should be clarified that neither the Company nor any company in a control or group relationship with it is an issuer of bonds.

MANAGEMENT TRANSACTIONS

(Under the terms of European Union market abuse regulation)

During 2025, the following transactions on Novabase's ordinary shares were carried out by the persons falling under the scope of article 447 of the Portuguese Commercial Companies Code:

Francisco Paulo Figueiredo Morais Antunes (1)

Acquisition 23/06/2025 Euronext

7,802 5.2592

Francisco Paulo Figueiredo Morais

Antunes (2)

Acquisition 27/06/2025

Outside

regulated market

23,973

0.000

María del Carmen Gil Marín (2) Acquisition 27/06/2025

Outside regulated market

Lisbon

23,973 0.000

María del Carmen Gil Marín

Disposal 04/08/2025

Euronext

Lisbon

3,925

7.950

Lisbon

María del Carmen Gil Marín Disposal 05/08/2025 Euronext

2,000 8.000

María del Carmen Gil Marín

Disposal 07/08/2025

Euronext

Lisbon

3,900

7.950

Lisbon

María del Carmen Gil Marín Disposal 08/08/2025 Euronext

5,050 7.950

María del Carmen Gil Marín

Disposal 11/08/2025

Euronext

Lisbon

729

7.950

Lisbon

María del Carmen Gil Marín Disposal 12/08/2025 Euronext

552 7.950

María del Carmen Gil Marín

Disposal 14/08/2025

Euronext

Lisbon

200

7.950

Lisbon

María del Carmen Gil Marín Disposal 15/08/2025 Euronext

1,062 7.950

María del Carmen Gil Marín

Disposal 18/08/2025

Euronext

Lisbon

373

8.000

Lisbon

María del Carmen Gil Marín Disposal 19/08/2025 Euronext

24 7.950

María del Carmen Gil Marín

Disposal 20/08/2025

Euronext

Lisbon

1,476

7.950

Lisbon

María del Carmen Gil Marín Disposal 21/08/2025 Euronext

1,976 7.950

María del Carmen Gil Marín

Disposal 22/08/2025

Euronext

Lisbon

5,981

7.950

1 The transactions identified above were carried out under the option to receive the dividend in kind.

2 The transactions identified above were carried out in the context of the exercise of options under the Stock Options Plan.

Director/ closely associated person

Transaction

Date

Location No. shares

Price per share (€)

Lisbon

María del Carmen Gil Marín Disposal 25/08/2025 Euronext

385 7.950

María del Carmen Gil Marín

Disposal 26/08/2025

Euronext

Lisbon

80

7.950

Lisbon

María del Carmen Gil Marín Disposal 27/08/2025 Euronext

108 7.950

María del Carmen Gil Marín

Disposal 28/08/2025

Euronext

Lisbon

1

7.950

Lisbon

María del Carmen Gil Marín Disposal 29/08/2025 Euronext

1 7.950

María del Carmen Gil Marín

Disposal 01/09/2025

Euronext

Lisbon

792

7.950

Lisbon

María del Carmen Gil Marín Disposal 03/09/2025 Euronext

894 7.900

María del Carmen Gil Marín

Disposal 04/09/2025

Euronext

Lisbon

612

7.900

Lisbon

María del Carmen Gil Marín Disposal 05/09/2025 Euronext

2,227 7.900

María del Carmen Gil Marín

Disposal 08/09/2025

Euronext

Lisbon

112

7.900

Lisbon

María del Carmen Gil Marín Disposal 10/09/2025 Euronext

531 7.900

María del Carmen Gil Marín

Disposal 10/09/2025

Euronext

Lisbon

2,249

7.800

Lisbon

María del Carmen Gil Marín Disposal 11/09/2025 Euronext

6,389 7.800

María del Carmen Gil Marín

Disposal 12/09/2025

Euronext

Lisbon

470

7.850

Lisbon

María del Carmen Gil Marín Disposal 12/09/2025 Euronext

1,656 7.800

María del Carmen Gil Marín

Disposal 15/09/2025

Euronext

Lisbon

512

7.850

Lisbon

María del Carmen Gil Marín Disposal 15/09/2025 Euronext

6,015 7.800

María del Carmen Gil Marín

Disposal 16/09/2025

Euronext

Lisbon

500

7.850

Lisbon

María del Carmen Gil Marín Disposal 16/09/2025 Euronext

456 7.800

María del Carmen Gil Marín

Disposal 17/09/2025

Euronext

Lisbon

850

7.800

Lisbon

María del Carmen Gil Marín Disposal 17/09/2025 Euronext

1,334 7.850

María del Carmen Gil Marín

Disposal 18/09/2025

Euronext

Lisbon

90

7.850