2024 Annual Financial Report (en)

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 ............................................................ 29

ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS ...................... 33

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 (Separate and Consolidated) of "Neurosoft Software Production Societe Anonyme" and its subsidiaries (the "Group") for the year from 1 January 2024 to 31 December 2024, 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 Board of Directors of the Company provides a true and fair view of the evolution, performance and the financial position of the Company and the Group, including a description of the main risks and uncertainties they face and relevant information.

Iraklio, 28 March 2025

Anastasia Verra

Epameinondas Paschalidis Chairman of the BOD

CEO of the Company

NEUROSOFT S.A.

Annual Report of the Board of Directors for the year from January 1, 2024 to December 31, 2024

(Amounts in Euro, unless stated otherwise)

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

On the Separate and Consolidated Financial Statements for the financial year from 1 January 2024 to 31 December 2024

This Annual Report of the Board of Directors (hereinafter referred to as the "Report"), refers to the fiscal year 2024 (01.01.2024-31.12.2024). It has been prepared in accordance with the provisions of Articles 150-154 of Law 4548/2018 and article of Law 3556/2007, as amended with the Law 4920/2022 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 in which Mr. Paschalidis, our CEO, holds the remaining 5%;

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

SECTION A

1. Significant events that occurred during the year 2024

The significant events that occurred during the year 2024 (01.01.2024-31.12.2024), as well as any impact on the annual financial statements are summarized as follows:

Independent Power Transmission Operator (IPTO)

In April 2024, the Independent Power Transmission Operator (ADMIE) awarded the Union "Neurosoft - Performance Technologies" with a 5 year contract for the supply of infrastructure equipment and modernization of the existing infrastructure equipment for the organization's data center as well as the implementation of a disaster recovery site. The project included the supply of high-end ICT equipment from servers and storage systems to software defined Data Center grade networking equipment design, implementation and optimization services, as well as support and maintenance services.

The contract duration is for 5 years and the total contract value exceeds 9M€ (with a contract option right to be increased by 4.6M€)

NEUROSOFT S.A.

Annual Report of the Board of Directors for the year from January 1, 2024 to December 31, 2024

(Amounts in Euro, unless stated otherwise)

FOURLIS Group of Companies

Neurosoft has won the SOCaaS [incl Threat Intelligence] contract for the FOURLIS Group of Companies starting from 01/01/2025. This has been based on excessive work performed during Q4'2024 which included a holistic redesign of the security and cybersecurity blueprint of the entire organization. A high-stakes, end-to-end (E2E) cybersecurity defense project that enhances both experience and credibility, particularly in relation to your flagship Neutrify service.

Kaizen Gaming

Neurosoft has won a 3 year contract starting 05.12.2024 for the provision of an Observability Solution based on IBM's Instana Tool. This tool provides the ability to Kaizen Gaming for both Applications and Network Performance Monitoring, leading the way to a more IT Automated Infrastructure.

HelleniQ

HelleniQ had initiated a redesign project for the modernization of their core network infrastructure; the project has been won by Cosmote. Neurosoft has been selected as the main subcontractor for Cosmote responsible for the SD WAN design, implementation and optimization based on the vast experience in similar projects under the EnterpriseLink brand.

2. Service Offering Developments

Τhe Group, in accordance with the Strategic Business Plan for 2023-2027, operates under three business segments "Cyber Security Operations" (CSO), "Field Services Operations" (FSO) and "Infrastructure & Cloud Operations" (ICO). This structure is considered an efficient way to improve market penetration and increase business, as the Group shall fully exploit the continuous investment plan in R&D and shall create economies of scale and to pursue large scale projects and critical business transactions.

CSO Business Unit - Update on the solutions and services

Cyber Security Operations, having reached good maturity levels and recognition from customers, had a steady revenue growth in all areas (defensive, offensive, consulting).

In the Cyber Defense Services (CDS) segment, Neutrify, our brand for Security Operations Centre (SOC) services, has been uplifted integrating new tools and services like Security Orchestration, Automation and Response (SOAR), Managed Detection and Response (based on gartner leading solutions like Microsoft, Palo Alto and BitDefender) and OT Monitoring Services. Moreover, the CDS offering has been further developed to cover Incident Response and Forensics Services, Threat Intelligence as a stand-alone service and SOC Consulting Services (architecture, design and implementation).

In the Hackcraft (HCK) segment, the Security Testing offering has been further developed to cover Penetration Testing and Vulnerability Management as a Service. On the other hand, the Red Teaming offering has incorporated services like password cracking, ransomware simulation, assume breach and workstation defense evaluation, strengthening the overall offering for your customers.

NEUROSOFT S.A.

Annual Report of the Board of Directors for the year from January 1, 2024 to December 31, 2024

(Amounts in Euro, unless stated otherwise)

In the Compliance & Risk Services (CRS) domain, a series of new services have been designed, ISO22301 compliance, 3rd party risk management and NIS2 and DORA regulations security assessment. Furthermore, the introduction of a compliance platform for the delivery of the vCISO services has been planned in order to improve customer experience and delivery effectiveness.

In the Cybersecurity Technology Advisory domain a complete list of services has been designed covering most of our customers' needs: security by design, security maturity assessment, secure configuration audit, OT

Security assessment, cyber security engineer and ransomware readiness assessment. Moreover, Security Solutions like IAM, PAM, email security, DLP, WAF have also been incorporated.

FSO Business Unit

Building on the momentum of 2023, Neurosoft entered 2024 with a renewed commitment to innovation, efficiency, and digital transformation. As businesses continue to accelerate their digital strategies, we remain at the forefront, providing cutting-edge solutions that enable seamless transitions and sustainable growth.

In the realm of rollout visits, we anticipate a further increase in demand as organizations continue to modernize their infrastructures. Our focus will be on enhancing operational agility, ensuring that clients maximize the benefits of digitalization with minimal disruption.

Meanwhile, in the Fiber to the Home (FTTH) sector, 2024 will be a year of expansion and optimization. With ultra-fast broadband now a necessity rather than a luxury, we are strengthening our strategic partnerships and investing in next-generation technologies to further accelerate deployment and accessibility.

As we step into this new chapter, our mission remains clear: to empower businesses and communities through transformative technology. Neurosoft is poised to embrace the challenges and opportunities that lie ahead, reaffirming its role as a trusted partner in an increasingly digital world.

ICO Business Unit

In the Network Security Solutions domain, the Network Projects offering has been strengthen by incorporating advanced services including firewalling supporting major vendors (Fortinet & Palo Alto Networks), Secure Service Edge, Secure Access Service Edge (SASE), Zero Trust Network Access (ZTNA), complementing the vast experience in SD WAN and Secure SD WAN connectivity projects that has been gained in the previous years, through our Enterprise Link (EL) offering. Actually our branded product EL has been further improved in terms of service offering, providing even more value to our existing and prospect customers.

In addition, we have entered in advanced networking projects and services (FTTO solution, Data Center Automation), further developing and expanding our strategic cooperation with market leaders like Cisco Systems.

Our Network Operations offering line has been further improved by incorporating new tools and methodologies, providing a more comprehensive service to our customers.

Moving to the IT Solutions Domain, focus has been put on further developing our Cloud Infrastructure Services as well as Storage and Back up solutions, while incorporating industry leading solutions for ITOC services (Observability and IT automation).

NEUROSOFT S.A.

Annual Report of the Board of Directors for the year from January 1, 2024 to December 31, 2024

(Amounts in Euro, unless stated otherwise)

3. Quality Assurance

In view of Services and Operations standardisation, Neurosoft is certified under ISO9001, ISO27001, ISO 45001,

ISO 20001, ISO 22301 and ISO 14001 for IT Service Management international standards for Quality, Information Security Management, Health & Safety, IT Service Management and environmental management.

SECTION B

Principal risks and uncertainties

The Company operates within a fiercely competitive global landscape that is constantly evolving. In recent years, the Company has focused on expanding its presence in key geographical regions, prioritizing the continual improvement of products and solutions. Simultaneously, it is actively innovating new offerings and pursuing entry into emerging markets to bolster its competitive edge and solidify its position.

The Group is exposed to a variety of financial risks, such as market risks (foreign exchange risk, interest rate risk, etc.), credit risk and liquidity risk.

1. Currency risk

Currency risk is the risk that the fair values of the cash flows of a financial instrument fluctuate due to foreign currency changes. The Group operates in Greece and Cyprus and the vast majority of its income, transactions, supplier agreements and costs are denominated or based in euro. However, the Company's Management continuously monitors the foreign exchange risks that may arise and evaluates the need for such measures.

2. Interest rate risk

The Group is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities and assets. Cash flow interest rate risk is the risk that changes in market interest rates will impact cash flows arising from variable rate financial instruments. Fair value interest rate risk is the risk that the value of a financial asset or liability will fluctuate because of changes in market interest rates. The Group's main exposure to interest rate risk arises from the Group's bank borrowings, which are at floating rates. Company's

Management monitors fluctuations in interest rates on a continuous basis and evaluates the need for taking positions to hedge against such risks. At 31 December 2024, if interest rates on Euro denominated borrowings had been 1,0% higher with all other variables held constant, pre-tax loss for the year would have been €1,603 higher, excluding any positive impact of interest income on deposits.

3. Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations.

Credit risk arises from cash and cash equivalents and trade and other receivables. For banks and financial institutions only well-established parties with good reputation are accepted and the Company set limits to the degree of exposure for each financial institution. The Management of the Group ensures that sales are addressed to customers with high credit reliability and ability regularly evaluates the creditworthiness of 7

NEUROSOFT S.A.

Annual Report of the Board of Directors for the year from January 1, 2024 to December 31, 2024

(Amounts in Euro, unless stated otherwise)

customers and counterparties to mitigate this risk. Therefore, the Group continuously develops and further evolves its internal risk management mechanisms to fully confront this risk.

4. Liquidity risk

Liquidity risk is the risk that the Group or the Company will not be able to meet their financial obligations as they fall due. Liquidity risk is kept at low levels by ensuring that there is sufficient cash on demand and / or credit facilities to meet the financial obligations falling due in the next 12 months. The Group has sufficient undrawn borrowing facilities that can be utilized to fund any potential shortfall in cash resources. For the monitoring of the liquidity risk, the Group prepares cash flows forecasts on a frequent basis to ensure it has sufficient cash to meet its needs.

5. Capital management

The primary objective of the Group's and Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratio in order to support its business plans and maximize shareholder value. An important means of managing capital is the use of the gearing ratio (ratio of net debt to equity).

Net debt includes interest bearing borrowings, as well as long-term and short-term lease liabilities less cash and cash equivalents.

COMPANY

The Group is conscious of global climate change and environmental issues and acknowledges the increasing importance of climate change as a significant risk factor that may impact its operations, financial performance, and long-term sustainability. Climate risks pose operational challenges, including increased energy costs, energy and fuel price volatility, energy supply interruptions, non-compliance with relevant environmental legislation and regulations, and potential damage to our facilities due to extreme weather incidents, resulting in possible reputational issues and potential operational disruptions. However, in our efforts to contribute to the mitigation of such issues, we systematically work towards minimizing our potential negative impact. We comply with current environmental legislation and relevant provisions and through our

NEUROSOFT S.A.

Annual Report of the Board of Directors for the year from January 1, 2024 to December 31, 2024

(Amounts in Euro, unless stated otherwise)

relevant management systems (ISO14001), we are committed to conducting business in an environmentally responsible way, acknowledging that the protection of the environment, energy saving and the conservation of natural resources are integral parts of responsible and sustainable business development.

7. Risk related to political and economic conditions, as well as market conditions and developments in Greece

In 2024 the Greek economy continued recording solid GDP growth, above euro area, on the back of high investment levels, further reduction in unemployment and solid private consumption. The economy is projected to maintain its growth momentum in 2025 supported by European funds, prudent fiscal policy, strong private consumption and a thriving tourism sector, while at the same time the forecasted reduction of debt levels alongside primary surpluses that are estimated to exceed 2% of GDP are expected to improve

Greece's creditworthiness and positively impact confidence in the economy. On the other hand, existing geopolitical risks arising from conflicts in Ukraine and Middle East and the uncertainty surrounding global trade policies could weigh negatively on euro area projected growth. An early resolution of geopolitical conflicts and an improvement of global trade conditions could, however, improve economic sentiment and the outlook for the year. Furthermore, inflation in Greece is expected to gradually decline throughout the year despite still existing pressures from energy and housing that negatively affect consumer confidence.

Notwithstanding, the anticipated deceleration of euro area inflation is possible to allow further interest rate reductions by the European Central Bank in order to boost sluggish economic growth.

SECTION C

Important related party transactions

Related parties have been identified based on the requirements of IAS 24 "Related Party Disclosures".

The Group includes all entities which Neurosoft controls, either directly or indirectly (See note 1).

Transactions and balances between companies in the Group are eliminated on consolidation.

The Group's financial statements are integrated in the consolidated financial statements of OPAP S.A. under the full consolidation method. Therefore, all companies, included in the OPAP Group, are also considered related parties, as are entities within the Allwyn International a.s. and KKCG Group, to which OPAP S.A. belongs.

a) Transactions with related parties

Related party transactions refer to the provision and purchase of services in the normal course of business.

The aggregate amounts of sales and purchases from the beginning of the year with related parties under IAS 24, are as follows:

COMPANY

01.01.2024 - 31.12.2024

01.01.2023 - 31.12.2023

NEUROSOFT S.A.

Annual Report of the Board of Directors for the year from January 1, 2024 to December 31, 2024

(Amounts in Euro, unless stated otherwise)

Sales of services OPAP S.A.

OPAP Sports LTD OPAP Cyprus LTD

13,450,600 - - 13,450,600

10,419,277 - - 10,419,277

Purchase of services Metasan S.A.

COMPANY

01.01.2024 - 31.12.2024

01.01.2023 - 31.12.2023

- - 62,605 62,605

Board of Directors and Key Management

The compensation of the members of the Board of Directors and key management personnel for the Group and the Company for fiscal year 2024 amounted to €1,267,220 (2023:€1,129,283).

Further to the above we note:

• • No loans or credit facilities have been granted to the members of the Board of Directors or to other executive members of the Group (including their families).

• • Apart from the above remuneration no other transactions between the Company and the executives and

Board members exist.

• • All transactions mentioned above are carried out at arms' length.

b) Balances with related parties

The closing balances of receivables and liabilities at year end, which have resulted from transactions with related parties under IAS 24, are as follows:

Trade receivables from related parties

OPAP S.A.

OPAP Cyprus LTD OPAP Sports LTD

COMPANY

31.12.2024

31.12.2023

2,654,605 - - 2,654,605

2,221,224 - - 2,221,224

Other receivables from related parties

- Loans granted to related parties Neurosoft Cyprus Ltd

Other receivables from related parties

Neurosoft Cyprus Ltd

125,230 125,230

125,230 125,230

45,027 45,027

45,027 45,027