Raport

An independent member of UHY international

Helping you

prosper

DATA WALK S.A.. A. CA S.A.

INDEPENDENT STATUTORY AUDITOR’S REPORT

ON THE AUDIT OF THE ANNUAL SEPARATE

FINANCIAL STATEMENT AS OF 31 DECEMBER 2022

(UNAUTHORISED TRANSLATION FROM THE POLISH LANGUAGE)

13.04.2023

Helping you

prosper

INDEPENDENT STATUTORY

AUDITOR’S REPORT

For the General Meeting and Supervisory Board of DataWalk S.A.

Report on the Audit on the annual separate financial statement

Opinion

We have audited the annual separate financial statements of DataWalk S.A. (the

‘Company’), which comprise the separate statement of financial position as at

December, 31 2022 and the separate statement of comprehensive income, separate

statement of changes in equity and separate statement of cash flows for the year then

ended, and notes to the separate financial statement, including a summary of

significant accounting policies (the ‘separate financial statement’).

In our opinion, the accompanying separate financial statement:

• give a true and fair view of the separate financial position of the Company as

at December 31, 2022 and its separate financial performance and its separate

cash flows for the financial year then ended in accordance with required

applicable rules of International Financial Reporting Standards approved by the

European Union (IFRSs) and applied accounting principles (policy).

• is in respect of the form and content in accordance with legal regulations

governing the Company and the Company’s Statute;

• has been prepared based of properly maintained accounting records in

accordance with the chapter 2 of the Accounting Act dated September 29,

1994 (“the Accounting Act” – i.e. Journal of Laws of 2023, item 120 as

amended).

This opinion is consistent with the additional report to the Audit Committee issued on

13.04.2023.

Helping you

prosper

Basis for opinion

We conducted our audit in accordance with the National Auditing Standards in the

version of the International Auditing Standards adopted by Resolution No.

3430/52a/2019 of the National Council of Statutory Auditors of March 21, 2019 on

national auditing standards and other documents, as amended (“NAS”), as well as

pursuant to the Act of May 11, 2017 on Statutory Auditors, Audit Firms and Public

Supervision (“Act on Statutory Auditors” – Journal of Laws of 2022, item 1302, as

amended) and EU Regulation No. 537/2014 of April 16, 2014 on specific requirements

regarding statutory audit of public interest entities (“EU Regulation” – Official Journal

of the European Union UE L158 z 27.05.2014, p. 77, as amended). Our responsibilities

under those standards is further described in the

Auditor’s responsibility for the audit

of the separate financial statement

section of our report.

We are independent of the Company in accordance with the International Ethics

Standards Board for Accountants (including International Standards of Independence)

of the Code of Ethics for Professional Accountants (the ‘IESBA Code”) adopted by

resolution of the National Council of Statutory Auditors No. 3431/52a/2019 of March

25, 2019 on the principles of professional ethics of statutory auditors as amended, and

with other ethical requirements that are relevant to our audit of financial statements in

Poland. We have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code. While conducting the audit, the key certified auditor

and the audit firm remained independent of the Company in accordance with the

independence requirements set out in the Act on Statutory Auditors and in the EU

Regulation.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion.

Emphasis of Matter

We draw attention to the information contained in the Management Report on the

activities of the DataWalk Group and DataWalk S.A. in the chapter "Description of

significant risks and threats", in which the Management Board informs about the

possibility of, among other things, liquidity and financial performance risks. The

Company does not generate revenues at a level that would allow it to cover its

operating costs. In the Management Board's opinion, the Company's development to

date is close to the original assumptions. It cannot be ruled out that due to the

occurrence of unforeseen costs or an unforeseen decrease in the rate of acquiring

customers and revenues, increasing each time the need for financing, the financial

situation of the Company will significantly deviate from the assumptions, which may

have a negative impact on the Company's operations, development prospects, financial

position or results.

Helping you

prosper

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the separate financial statements of the current period.

These include the most significant assessed risks of material misstatement, including

assessed risks of material misstatement due to fraud. These matters were addressed in

the context of our audit of the separate financial statements as a whole, and in forming

our opinion thereon and have summarised our reaction to these risks and in cases where

we deemed it necessary, we presented the most important observations related to these

types of risks. We do not provide a separate opinion on these matters.

Key Audit Matters

How the matter was addressed in our

audit

Development work

The Company is working on the

development of information technology

relating to a business asset understood as

the DataWalk platform.

In the separate financial statements, the

Company reports costs of completed

development work of TPLN 17,083 and

costs of development work in progress of

TPLN 2,447, representing a total of 22.65%

of the balance sheet total as at 31.12.2022.

Details of the capitalisation of development

expenditures and development expenditures

in progress (including information on the

results of the impairment test performed)

are described in Notes 2.1, 2.2, 2.3, 2.4 to

the separate financial statements, and with

regard to accounting policy are described in

the notes to the separate financial

statements.

The issue was considered to be a key audit

matter due to the scale of the work in

progress, its impact on the Company's

operations and the materiality of the

amounts involved, as well as the fact that

the manner of their recognition in the

separate financial statements requires

significant management judgement.

Our procedures for the identified key issues of

the audit included, but were not limited to:

- understanding and assessing the process for

identifying, accepting and classifying

development expenditure as an intangible

asset,

- verification of compliance of the Company's

accounting policy with IAS 38,

- detailed reliability testing of the correct

allocation of development expenditures,

- assessment of the prepared impairment test

in terms of mathematical correctness,

reasonableness of the key parameters

adopted by the Company, compliance of the

financial projections with the approved

financial plan and sensitivity of the test to

changes in the assumed level of cash flows

and discount rate,

- discussion with the Company's

Management Board and other authorised

persons of the key assumptions included in

the impairment test,

- analysis of the disclosures included in the

separate financial statements in relation to

completed development work and

development expenditure in progress.

Helping you

prosper

Sales revenue

The procedures we carried out at the stage

of getting to know the entity and the

analysis of the data resulted in us assigning

risks to the recognition and recognition of

sales revenue.

The risk of incorrect revenue recognition

may arise in particular from fraudulent

recognition of revenue from the sale of

products and services in the wrong period.

Disclosures regarding details of revenue

items are presented in Notes 24.1, 24.2,

24.3 and 24.4 to the separate financial

statements, and regarding accounting

policies are described in the notes to the

separate financial statements.

The issue was considered a key audit matter

due to the materiality of the amounts and

the fact that the manner in which revenue is

recognised and disclosed in the separate

financial statements requires significant

estimates and management judgement.

Our procedures for addressing the key risks

identified included:

• reviewing the accounting policies in the

revenue recognition section and assessing the

compliance of these policies with IFRS 15,

• understanding of the sales process and the

correctness of the design and implementation

of the internal control system in this area,

• analytical procedures consisting in particular

of the analysis of monthly data and trends,

• detailed plausibility checks on sales recognised

during the year based on a selected sample,

• verification of a sample of transactions from

December 2022/January 2023 and

independent assessment of the correctness of

revenue recognition to the source documents

for the transactions,

• confirmation of receivables balances on a

selected sample of counterparties as at the

balance sheet date,

• analysis of unusual transactions and revenue

adjustments made after the balance sheet

date.

The assurance testing performed, combined

with the assessment of the internal control

environment, provided us with sufficient and

appropriate audit evidence necessary to

address the revenue recognition risks

described.

Responsibility of the Company’s Management and members Supervisory Board for the

separate financial statement

The Company’s Management is responsible for the preparation the separate financial

statements that give a true and fair view of the separate financial position and the

separate financial performance in accordance with required applicable rules of

International Financial Reporting Standards approved by the European Union, the

adopted accounting policies, other applicable laws, as well as the Company’s Statute,

and is also responsible for such internal control as determined is necessary to enable

the preparation of the financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the separate financial statements, the Company's Management is

responsible for assessing the Company's ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting, unless Company's Management either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

Helping you

prosper

The Company’s Management and members of the Supervisory Board are required to

ensure that the separate financial statements meets the requirements of the Accounting

Act. The members of the Supervisory Board are responsible for overseeing the

Company's financial reporting process.

Auditor’s responsibility for audit of the separate financial statement

Our objectives are to obtain reasonable assurance about whether the separate financial

statement s as a whole are free from material misstatement, whether due to fraud or

error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with NAS will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these separate financial statement.

The scope of the audit does not include assurance as to the future profitability of the

Company nor effectiveness of conducting business matters now and in the future by

the Company’s Management.

As part of an audit in accordance with NAS, we exercise professional judgment and

maintain professional scepticism throughout the audit and we also:

•

identify and assess the risks of material misstatement of the separate financial

statements, whether due to fraud or error, design and perform audit

procedures responsive to those risks, and obtain audit evidence that is sufficient

and appropriate to provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations or override of internal control,

•

obtain an understanding of internal control relevant to the audit in order to

design audit procedures that are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the effectiveness of the Company’s

internal control,

•

evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made by the

Company’s Management,

•

conclude on the appropriateness of the Company’s Management’s use of the

going concern basis of accounting and, based on the audit evidence obtained,

whether a material uncertainty exists related to events or conditions that may

cast significant doubt on the Company’s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw

attention in our independent auditor’s report to the related disclosures in the

separate financial statements or, if such disclosures are inadequate, to modify

our opinion. Our conclusions are based on the audit evidence obtained up to

Helping you

prosper

the date of our independent auditor’s report, however, future events or

conditions may cause the Company to cease to continue as a going concern,

•

evaluate the overall presentation, structure and content of the separate

financial statements, including the disclosures, and whether the separate

financial statements represent the underlying transactions and events in a

manner that achieves fair presentation

We communicate with the Audit Committee regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that we identify during our audit.

We also provide to the Audit Committee with a statement that we have complied with

relevant ethical requirements regarding independence, and communicate to them all

relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, actions taken to eliminate threats or safeguards

applied.

From the matters communicated to the Audit Committee, we determine those matters

that were of most significance in the audit of the separate financial statements of the

current period and are therefore the key audit matters. We describe these matters in

our auditor’s report unless law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, we determine that a matter should

not be communicated in our report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest benefits of such

communication.

Other information, including Company Activity Report

The Other information comprise Company Activity Report as at December 31, 2022

(the “Company Activity Report”) together with the representation on the corporate

governance, which are separate elements of this Report, and the Annual Report for

the financial year ended December 31, 2022 (“Annual Report”) (together with “Other

Information”).

Responsibility of the Company’s Management and Supervisory Board

The Company’s Management is responsible for preparing the Other Information in

accordance with the law.

The Company’s Management and members of the Supervisory Board are required are

required to ensure that the Company Activity Report along with separate element

meets the requirements of the Accounting Act.

Helping you

prosper

Auditor's responsibility

Our audit opinion on the separate financial statement does not include the Other

Information. In connection with the audit of the separate financial statements, our

responsibility is to read the Other Information and, in doing so, to consider whether the

Other Information is materially inconsistent with the separate financial statement or our

knowledge obtained during the audit or otherwise appears materially misstated. If,

based on the work we have performed, we conclude that there is a material

misstatement in this Other Information, we are required required to report that fact in

independent auditor’s report. Our responsibility in accordance with the Act on Statutory

Auditors is also to issue an opinion on whether the Other Information was prepared in

accordance with relevant laws and that it is consistent with the information contained

in the separate financial statements. Moreover, we are required to issue an opinion on

whether the Company has included the required in the representation on application

of corporate governance.

We obtained the Other Information before the date of this audit report and the Annual

Report will be available after that date. In the event that we identify a material

misstatement in the Annual Report, we are required to inform the Company's

Supervisory Board.

Opinion on the Company Activity Report

Based on the work performed during our audit, in our opinion, the Company Activity

Report:

• has been prepared in accordance with Article 49 of the Accounting Act and

section 70 of the Decree of the Minister of Finance of March 29, 2018 on

current and periodic information published by issuers of securities and

conditions for recognising as equivalent information required by the laws of

non-EU member state (‘Decree on current and periodic information’ – Journal

of Laws of 2018, item 757 as amended);

• is consistent with the information contained in the separate financial statement.

Moreover, based on our knowledge of the Company and its environment obtained

during our audit, we have not identified material misstatements in the in the Company

Activity Report.

Helping you

prosper

Opinion on the corporate governance representation

In our opinion, the representation on application of corporate governance, the

Company has included stipulated in paragraph 70, section 6, point 5 of the Decree on

current and periodic information. Furthermore, in our opinion, the information

stipulated in paragraph 70, section 6, point 5 letter c-f, h and i of the Decree included

in the representation on application of corporate governance is in accordance with

applicable laws and information included in the separate financial statements.

Report on other legal and regulatory requirements

Representation on the provision of non-audit services

To the best or our knowledge and belief, we declare that we have not provided services

other than audits of the financial statements to the Company and its subsidiaries, in

particular we have not rendered services other than audits, which are prohibited based

on article 5 item 1 of Regulation 537/2014 and article 136 of the Act on Statutory

Auditors.

The non-audit services that we provided to the Company and its subsidiaries during the

period under review are listed in the "Auditor's provision of permitted non-audit

services" note of the Company's Directors' Report.

Selection of the audit firm

We were appointed to audit the separate financial statements of the Company initially

based on the resolution of Supervisory Board from 04 March 2023. The separate

financial statements of the Company have been audited by us uninterruptedly starting

from the financial year ended on 31 December 2015, i.e. for the past 8 consecutive

years.

The engagement partner responsible for the audit resulting in this independent

auditor’s report is Paweł Mróz

........................................................

no in the register: 12600

acting on behalf of UHY ECA Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. of

Warsaw, Poland, entered into the list of audit firms under entry No. 3115 on behalf of

which the key auditor has audited the financial statements.

Helping you

prosper

This document is a foreign language version of the original Independent Auditor’s

Report issued in Polish version and only the original version is binding. This document

has been prepared for information purposes and could be used only for company’s

internal purposes. In case of any discrepancies between the Polish and English version,

the Polish version shall prevail.

Wroclaw, 13.04.2023.