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DATA WALK CAPITAL GROUP. ECA S.A.

INDEPENDENT STATUTORY AUDITOR’S REPORT

ON THE AUDIT OF THE ANNUAL CONSOLIDATED

FINANCIAL STATEMENTS AS OF 31 DECEMBER 2022

(UNAUTHORISED TRANSLATION FROM THE POLISH LANGUAGE)

13.04.2023

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INDEPENDENT STATUTORY

AUDITOR’S REPORT

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

Report on the Audit on the annual consolidated financial statements

Opinion

We have audited the annual consolidated financial statements of DATAWALK Capital

Group (the ‘Group’), in which the parent company is DataWalk S.A. (the ‘Parent

Company’) which comprise the consolidated statement of financial position as at

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

consolidated statement of changes in equity and consolidated statement of cash flows

for the year then ended, and notes to the consolidated financial statement, including a

summary of significant accounting policies (the ‘consolidated financial statement’).

In our opinion, the accompanying consolidated financial statements:

• give a true and fair view of the consolidated financial position of the Group as

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

consolidated 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).

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

governing the Group and the Parent Company’s Statute.

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

13 April 2023.

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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 consolidated financial statements

section of our report.

We are independent of the Group companies 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 Group 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 Group

does not generate revenues at a level that would allow it to cover its operating costs.

In the opinion of the parent company's Management Board, the Group'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 reduction in the rate of acquiring

customers and revenues, increasing the need for financing each time, the Group's

financial situation will significantly deviate from the assumptions, which may have a

negative impact on the Group's operations, development prospects, financial position

or results.

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Key Audit Matters

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

significance in our audit of the consolidated 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 consolidated 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

In the consolidated financial statements,

the Group recognises costs of completed

development work of TPLN 17,083 and

costs of development work in progress of

TPLN 2,447, representing a total of

17.66% 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 consolidated financial statements,

and with regard to accounting policy are

described in the notes to the

consolidated financial statements.

The issue was considered to be a key

audit matter due to the scale of the work

carried out, its impact on the Group's

operations and the materiality of the

amounts involved, as well as the fact that

the manner in which they are recognised

in the consolidated 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 the Group's accounting

policy compliance with IAS 38,

• detailed assurance testing of the correct

allocation of development expenditure,

• assessment of the prepared impairment

test in terms of mathematical correctness,

reasonableness of the key parameters

adopted by the Group, compliance of the

financial projections with the approved

financial plan and sensitivity of the test to

a change in the assumed level of cash

flows and the discount rate,

• discussion with the Parent Company's

Management Board and other authorised

persons of the key assumptions included

in the impairment test,

• analysis of the disclosures included in the

consolidated financial statements in

relation to completed development work

and development expenditure in progress.

Sales revenue

Our procedures for addressing the key risks

identified included:

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The procedures we carried out at the

stage of getting to know the Group 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 consolidated

financial statements, and regarding

accounting policies are described in the

notes to the consolidated financial

statements.

The issue was considered to be a key

audit matter due to the materiality of the

amounts and the fact that the manner in

which revenue is recognised and

recognised in the consolidated financial

statements requires significant estimates

and management judgement.

• 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

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

for the consolidated financial statements

The Parent Company’s Management is responsible for the preparation the consolidated

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

and the consolidated 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 Parent Company’s

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

enable the preparation of the consolidated financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Parent Company's Management

is responsible for assessing the Group's (the Parent Company and significant

components) ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting, unless

Parent Company's Management either intends to liquidate the Group (the Parent

Company and significant components) or to cease operations, or has no realistic

alternative but to do so.

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The Parent Company’s Management and members of the Parent Company’s

Supervisory Board are required to ensure that the consolidated financial statements

meets the requirements of the Accounting Act. The members of the Parent Company’s

Supervisory Board are responsible for overseeing the Group's financial reporting

process.

Auditor’s responsibility for audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements 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 consolidated financial statements.

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

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

Parent 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 consolidated

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 Group’s

internal control,

•

evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made by the

Parent Company’s Management,

•

conclude on the appropriateness of the Parent 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 Group’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 consolidated financial statements or, if such disclosures are inadequate, to

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

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

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

•

evaluate the overall presentation, structure and content of the consolidated

financial statements, including the disclosures, and whether the consolidated

financial statements represent the underlying transactions and events in a

manner that achieves fair presentation

•

we obtain sufficient appropriate audit evidence regarding the financial

information of entities and business activities within the Group for the purpose

of expressing an opinion on the consolidated financial statements. We are solely

responsible for the direction, supervision and performance of the audit of the

Group and we remain solely responsible for our audit opinion.

We communicate with the Audit Committee of the Parent Company 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 of the Parent Company 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 consolidated 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 Group Activity Report

The Other information comprise Group Activity Report as at December 31, 2022 (the

“Group Activity Report”) together with the representation on the corporate

governance, which is 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 Parent Company’s Management and Supervisory Board

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

in accordance with the law.

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The Parent Company’s Management and members of the Parent Company’s

Supervisory Board are required are required to ensure that the Group Activity Report

along with separate elements meets the requirements of the Accounting Act.

Auditor's responsibility

Our audit opinion on the consolidated financial statements does not include the Other

Information. In connection with the audit of the consolidated 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 consolidated financial statements

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 consolidated financial statements. Moreover, we are required to issue an opinion

on whether the Group has included the required information 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 Parent Company's

Supervisory Board.

Opinion on the Group Activity Report

Based on the work performed during our audit, in our opinion, the Group 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 consolidated financial

statement.

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

our audit, we have not identified material misstatements in the in the Group Activity

Report.

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Opinion on the corporate governance representation

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

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 consolidated financial statements.

Report on other legal and regulatory requirements

Opinion on the compliance of the consolidated financial statements prepared in the

single electronic reporting format with the requirements of the regulation on technical

standards on the specification of a single electronic reporting format.

As part of our audit of the consolidated financial statement, we were engaged to

perform an assurance engagement to obtain reasonable assurance in order to express

an opinion on whether the consolidated financial statements of the Group for the year

ended December 31, 2022 prepared in the single electronic reporting format including

in the file named [DAT_2022-12-31_pl] (“consolidated financial statements in ESEF

format”), was tagged in accordance with the regulations specified in Commission

Delegated Regulation (EU) No 2019/815 of December 17, 2018 supplementing

Directive 2004/109/EC of the European Parliament and of the Council with regard to

regulatory technical standards on the specifications of a single electronic reporting

format ( Official Journal of the European Union UE L 143 z 29.05.2019, p. 1, as

amended) (the “ESEF Regulation”).

Identification of criteria and description of the object of the service

The consolidated Financial Statement in ESEF format were prepared by the

Management Board of Parent Company in order to meet the tagging and technical

requirements of the single electronic reporting format which are specified in the ESEF

Regulation.

The subject matter of our assurance engagement is the compliance verification of the

consolidated financial statements in ESEF format against the requirements of the ESEF

Regulations, while the requirements specified in these regulations represent, in our

opinion, applicable criteria for us to express an opinion providing reasonable assurance.

Responsibility of the Parent Company’s Management and Supervisory Board

The Parent Company’s Management is responsible for preparing of the consolidated

financial statements in ESEF format in accordance with the tagging and technical

requirements of a single electronic reporting format which are specified in the ESEF

Regulation. Such responsibility includes the selection and application of appropriate

XBRL tags using the taxonomy specified in these regulations.

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Responsibility of the Parent company’s Management also includes designing,

implementing and maintaining of such internal control as determined is necessary to

enable the preparation of the consolidated financial statements in ESEF format, free

from material non-compliance with the requirements of the ESEF Regulation.

The members of the Parent Company’s Supervisory Board are responsible for overseeing

the financial reporting process, which includes the preparation of financial statements

in compliance with the form in accordance with the governing legal regulations.

Auditor’s responsibility

Our objective was to express an opinion, based on the performed assurance

engagement, providing reasonable assurance, that the consolidated financial

statements in ESEF format was tagged in accordance with the ESEF requirements.

We have performed our assurance engagement in accordance with the National

Standard for Assurance Engagements Other than Audit and Review 3001PL - “Audit of

Financial Statements Prepared in Single Electronic Reporting Format” adopted by

resolution of the National Council of Statutory Auditors No. 1975/32a/2021 dated

December 17, 2021 (hereinafter: “NSAE 3001PL”) and, where applicable, in

accordance with the National Standard on Assurance Engagements Other than Audit

and Review 3000 (R) as set out in International Standard on Assurance Engagements

3000 (Revised) - “Assurance Engagements Other than Audits or Reviews of Historical

Financial Information” adopted by Resolution of the National Council of Statutory

Auditors No. 3436/52e/2019 of April 8, 2019, as amended (hereinafter: „NSAE 3000

(R)”).

This standard requires the auditor to plan and perform procedures to obtain reasonable

assurance that the consolidated financial statements in ESEF format were prepared in

accordance with specified criteria.

Reasonable assurance is a high level of assurance but it is not guaranteed that the

assurance engagement conducted in accordance with NSAE 3001PL and, where

appropriate, in accordance with NSAE 3000 (R), will always detect material

misstatement when it exists.

The selection of procedures depends on the auditor’s professional judgement, including

the assessment of risk of material misstatement due to fraud or error. When performing

risk assessments, and in order to design procedures to be performed the auditor takes

into consideration the internal controls related with the preparation of the consolidated

financial statements in ESEF format, which can provide the auditor with sufficient and

appropriate evidence. The assessment of the internal controls was not performed for

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

internal control..

Summary of performed procedures

Procedures that were designed and performed by us included among others:

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• obtaining an understanding of the process of preparation of the consolidated

financial statements in ESEF format, including the Parent Company’s process of

selection and application of XBRL tags and maintaining compliance with the

ESEF Regulation,`including an understanding of the internal control system

mechanisms associated with this process;

• obtaining sufficient and appropriate evidence related to the operational

effectiveness of controls, related to XBRL-tagging, when (if, where) as part of

the risk assessment process we considered that procedures other than testing

of controls would not provide sufficient audit evidence;

• reconciliation of the tagged [on a selected sample] information included in the

consolidated financial statements in ESEF format to the audited consolidated

financial statement;

• assessment of the compliance with the technical standards on the specification

of a single electronic reporting format, including the use of the XTHML format,

with the use of specialistc IT tools, assessing the completeness of tagging the

information in the consolidated financial statements in ESEF format with XBRL