Interim report
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Group & Company Six-month Financial Report For the period from 1 January to 30 June 2026 September 2026 Qualco Group S.A. Registry number (GEMI): 182289601000 66, Kifisias Ave. Marousi, 15125 Greece
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Contents Letter from the Group Executive Chairman and the Group Chief Executive Officer ........................................................................ 3 At a Glance…………………………………………………………………………………………………………………………………………………………………..7 Declarations by Members of the Board of Directors .................................................................................................................. 10 Board of Director’s Report ....................................................................................................................................................... 11 Highlights of the Period ................................................................................................................................................ 12 Economic and Financial Review .................................................................................................................................... 19 Risk Management ........................................................................................................................................................ 27 Alternative Performance Measures ............................................................................................................................... 31 Independent Auditor’s Review Report ...................................................................................................................................... 37 Interim Financial Statements ................................................................................................................................................... 38 Statement of Financial Position .....................................................................................................................................39 Statement of Profit or Loss.............................................................................................................................................40 Statement of Comprehensive Income……………………..................................................................................................... 41 Statement of changes in the Equity of the Group ............................................................................................................ 42 Statement of changes in the Equity of the Company ....................................................................................................... 43 Statement of Cash Flow…………….……...............................................................................................................…………. 44 Notes to the Interim Financial Statements………………….................................................................................................. 45 Report on the Use of Proceeds………………………………….................................................................................................. 72
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Letter from the Group Executive Chairman and the Group Chief Executive Officer 3 Letter from the Group Executive Chairman and Chief Executive Officer Letter from the Group Executive Chairman and the Group Chief Executive Officer H1 2026 Financial Results Six Months of Building, Five Years of Awarded Revenue Dear Shareholders, Qualco was founded in 1998 to build technology for the most demanding aspects of financial institutions: credit, receivables and complex workflows. Twenty -eight years on, that technology, and the artificial intelligence now built on top of it, runs every segment and every industry the Group serves, and it is taking us into markets we did not serve when we listed. Our growth is built on one foundation: our own technology and intellectual property. Every new product and market we enter, including Defence and Real Estate, applies the same proven platform, not a new business built from scratch. That is what gives us economies of scale: each new use of our technology adds revenue while building on investment we have already made. In the first half of 2026 we built the capacity for the next three years of growth, while continuing to grow. Revenue rose 14% to €101.1m, and EBITDA rose 3% to €13.4m; over the last twelve months the Group generated €228.2m of revenue and €43.6m of Adjust ed EBITDA, the highest twelve -month figures in our history. This letter starts with the numbers, then the investment behind them, and then what the Group is becoming. Revenue & EBITDA Growth Revenue grew 14% to €101.1m, from €88.6m in H1 2025, and EBITDA grew 3% to €13.4m, from €13.0m. On a rolling twelve-month basis, from July 2025 to June 2026, revenue was €228.2m, up 16%, and Adjusted EBITDA was €43.6m, up 5%, above the €43.2m we reported for the whole of FY 2025 and at a margin of 19.1%. The twelve months show what the business delivers across a full cycle; the half year carries the cost of the build. Last year the margin moved from 14.7% in the first half to 20.0% for the full year, and we expect the same pattern this year. That is why we reaffirm our guidance for FY 2026: revenue growth in the mid- teens and an EBITDA margin to return close to our historical average. The investment, and the cash it consumed A big part of the cost is in the base now; the revenue it was built for has been awarded and will arrive later. €762m of revenue has already been awarded for the next five years, €335m from international clients and €338m in Platform as a Service. This revenue is for work awarded but not yet delivered, and it gives us, and you, visibility over the coming years. The same decision explains the cash. Cash and cash equivalents stood at €21.0m at 30 June, against €55.1m at the start of the year. Of the €34.1m reduction, €15.7m was invested in capitalised development, acquisitions and associates; €15.6m went to financing, being debt repayment, leases, interest and €4.4m of dividends to the minority shareholders of our subsidiaries; and €2.8m was the operating cash outflow for the period, as working capital absorbed around €14m and income tax paid was about €2m.
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Letter from the Group Executive Chairman and the Group Chief Executive Officer 4 The reasons for the operating outflow are clear. We invested in delivery capacity ahead of awarded revenue for multi-year European framework contracts and in QART, our dual-use technology centre. And part of the work we completed in the half has not yet been paid for. The Greek public sector settles slowly, as it has for the 25 years we have worked with it, and we price for that. Middle Eastern clients pay slowly, and we accept that in return for the region’s high margins. European ICT clients pay on 60 -day terms, and that revenue grows from the second half onwards. This is timing, not a change in the business operating model. Operating cash flow remained positive over the last twelve months, and we expect the first- half outflow to recover over the remainder of the year as accounts for completed work are reconciled and settled, with full -year operating cash flow positive and returning close to historical levels. The balance sheet remained disciplined through the build. Total Debt fell to €67m from €73m at year -end, and facilities were extended after 30 June. Net debt, excluding leases and the remaining IPO proceeds, stood at 1.3x Adjusted EBITDA for the last twelve months, up from 0.8x at year-end, and we expect it to decline in the second half. Capex reached 10.0% of revenue, from 8.4% a year earlier. Two reasons: most revenue arrives in the second half, and there was a step-up in AI, platforms, and international delivery capacity; from FY 2027 we expect it to normalise to approximately 7% of revenue. Of the IPO proceeds, we deployed 80%, ahead of the plan we set out at listing. What H1 2026 delivered Growth is higher quality than a year ago in three ways. It is more international. 32% of revenue came from outside Greece, up from 29%, and international revenue rose 24% to €32.1m. Thames Water in the United Kingdom moved to full service this month. Quento, our ICT business, is active in 11 countries and, as we announce today, has been selected as a contractor on the European Commission’s DIGIT TM III framework, worth more than €3.97bn across all its contractors. Bank AlJazira in Saudi Arabia, in the second of today’s announcements, has selected Qualco ProximaPlus for supply chain finance compliant with Islamic finance principles, making it our thirteenth major client in the Middle East. Of the €96m of new business booked in the half, 70% was international. It is more diversified. Platform as a Service, our highest margin segment, grew 18% to €56.2m and is now 53% of the Group, the mix we set out to build. Software & Technology grew 16% to €31m, and Portfolio Management grew 2% to €19m. Energy & Utilities is 47% of revenue, as telecommunications, manufacturing, transport, retail and shipping increased their share. And the core kept delivering. QQuant added four portfolios, including Iris; €3bn of unsecured retail loans; was selected as servicer in the Greek Sale & Leaseback tender; and now manages €21.4bn of assets. Uniko completed its first full year with around 200 transactions. And in the third of today’s announcements, Qualco Intelligent Finance takes a pivotal role, as Sub Servicer, in PPC’s new receivables securitisation, which for the first time covers the entire low and medium voltage portfolio in Greece and extends to gas receivables and large corporate customers: recurring revenue, with no balance sheet risk to the Group. What Qualco is becoming Qualco is becoming something larger than the company we listed, and the common denominator is technology. One stack, built and owned by us, runs every segment and industry we serve, and in the first half it took us into three markets at once, each reached with technology we already own and each larger than the market we serve today. Real estate. Uniko, Qualco Real Estate and our valuation and workflow engines take assets from legal files to market: more than 8,500 assets are in process, and more than 4,000 are listed. In August, the Ministry of Health selected our consortium to map, regularise, and value one of the largest real estate portfolios in the Greek State: nearly €10m over 24 months, with an option for up to €5m of additional services, for about 4,000 properties on a platform hosted in the Government Cloud.
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Letter from the Group Executive Chairman and the Group Chief Executive Officer 5 Civil protection and defence. We are not entering the defence market now; we have been building for it since 2022, and what we built is software, not hardware. Two products are complete and deployable: a Common Operational Picture, which gives civil protection and armed forces users a single real -time view, and an autonomy stack, the software brain for unmanned platforms. We developed both in- house on our own IP, and QART holds facility security clearance at NATIONAL, NATO, and EU SECRET level. In August, w e signed a memorandum of understanding with Skaramangas Shipyards to research, develop, produce, and demonstrate a multi-purpose unmanned surface vessel, designed and built in Greece for defence, security, and the blue economy: the partners build the vessel, and we deliver the software, the artificial intelligence, and the algorithms. Retail credit and the B2B economy. Embedded finance takes our credit intelligence to consumers at the point of sale. We have applied to the Bank of Greece for a credit institution license; we are in advanced discussions with leading retailers and with funding partners, and we are targeting a market launch in the first half of 2027, with no balance sheet risk to shareholders: funding partners carry the credit, and we earn fees for the technology, origination, and servicing. The Bank of Greece controls authorisation and its timing, and partnerships are not binding until signed. FMH (Financial Management Hub), our dynamic discounting product built on our Proxima IP, launches this month and lets large buyers pay suppliers early in exchange for a discount, taking us into the broader B2B economy. Reaching these markets also meant buying and building distribution where the work is. The acquisitions of Lever Development Consultants (60%, in July) and Multiverse (50.1%, in August) extend Quento, Qualco Intelligent Finance and Qualco Real Estate into the broader public sector; our entities in Luxembourg, Belgium and Romania follow business already won, and an Italian presence follows before year- end. This is delivery on the ground, closer to the client, and it is the road to more than 40% of revenue from international markets and to doubling our pre-IPO revenue by 2028. Artificial intelligence, in our products and in our operations In our full-year results, and in detail at our AI Day on 5 May, we set out why AI works in our favour: we own the regulated backbone that AI must work through, not around; 25 years of operational infrastructure become more valuable as AI proliferates, not less; and because we own the full credit lifecycle, AI deepens our clients’ reliance on us rather than displacing us. Six months on, the products have shipped. ML Studio launched in May; Agenly, our AI -led receivables management product, reaches full comme rcial launch this month; and Agentic Studio follows in December. Cenobe’s AI Security Analyst went live in September as a continuous, AI -led cyber defence assistant; Olympus brings bespoke AI to sovereign data environments; through QART, defence -grade AI is already in production; and ODS, our joint venture with Piraeus Bank, brings agentic mortgage origination live in December, later than the second -quarter launch we indicated in April. Five AI products in one year, each built on technology we own. Just as important is where the margin comes from. AI now runs inside our delivery and servicing: customer communications, document workflows and back- office processes at QQuant are automated; client work increasingly runs on Qualco-built accelerators; sixteen productivity initiatives are running across the Group; and more than half of our delivery teams use AI in their daily work, on the way to 90% by year -end. The products are the revenue story. This is the margin story, and it is why, together with the Group Operational Efficiency Program and a revenue mix shifting toward Platforms and international clients, we expect the EBITDA margin to reach 22% from FY 2027. Commitments, Outlook and Capital returns We have kept the commitments we made at listing. At the IPO, we guided mid- teens revenue growth and an EBITDA margin of approximately 20% within 18 to 24 months. In FY 2025, our first full year as a listed company, revenue grew 17%, and the margin was 20.0%, reached within twelve months, while leverage
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Letter from the Group Executive Chairman and the Group Chief Executive Officer 6 stayed within plan and the IPO proceeds were deployed ahead of schedule. We expect to deliver on our 2026 guidance in the same way, with the same execution discipline. Our priorities for the second half and the medium term are three: a larger presence in Europe and the Middle East, operational efficiency delivered through our own AI, and the AI products now in the market. With the balance sheet positioned and the investm ent program approaching completion, we are exploring ways to enhance capital returns to our shareholders, including, subject to obtaining the requisite corporate authorisations, a share buyback program within the framework that EU and Greek corporate and c apital markets legislation already provides. People, society and the world around us None of this happens without people, and what makes it possible is not capital but knowledge. Twenty -five years of proprietary IP cannot be bought off the shelf; nor can a dual-use capability built in-house over four years. More tha n 1,400 colleagues in over 30 countries carry that knowledge, and AI multiplies it. Giving back to the society around us is part of how we measure ourselves. Through the Qualco Foundation, we supported more than 35 initiatives and over 4,000 beneficiaries in the first half, and more than 250 colleagues volunteered their time. We will end with a challenge. The world is more uncertain than when we last met, and geopolitical tension sits closer to Europe and our region. We watch it carefully; it does not alarm us. Since 1998, we have operated through more than one period of severe strain in Greece, and we learned to run the company for the harder case: long contracts, diversified clients and countries, disciplined leverage, and no balance sheet risk in portfolio management. That same uncertainty is why Europe now invests in securit y, resilience, and autonomy, where our technology has a place. We thank our colleagues for the energy and craft they bring to their work every day, our Board of Directors for its steady stewardship, and our clients and partners for entrusting us with mandates that matter. To our shareholders: thank you for your support and trust. We ask you to look beyond the headline figures of H1 2026 to the substance beneath them, which will deliver over the next three years. We do not take that trust lightly, and we intend to keep earning it. We continued to build in H1 2026 for what comes next. The cost is in the base. The revenue is awarded and coming. We look forward to showing both in the results to come. With warm regards, Marousi, 14 September 2026 Orestis Tsakalotos Group Executive Chairman Qualco Group S.A. Miltiadis Georgantzis Group Chief Executive Officer Qualco Group S.A.
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At a Glance 7 At a Glance At a Glance About the Company The Company’s legal name is Qualco Group S.A., and its distinctive title is “Qualco Group.” The distinctive name used in international transactions. The Company is registered with the Greek General Commercial Registry (“GEMI”) under number 182289601000, wi th Legal Entity Identifier (LEI) code 213800VCK5R9CA1YO339. The Company’s registered office is located at 66 Kifisias Avenue, Marousi 151 25, Greece, and its telephone number is +30 210 6198903. Qualco Group S.A. (hereinafter referred to as the “Company”) was established on 8 February 2025 as a single- member société a nonyme under the name Qualco Group Single Member S.A. On 13 March 2025, its shareholders, Amely S.à r.l. (“Amely”) and Wokalon Finan ces Limited (“Wokalon”), exchanged their shares in Qualco Holdco Limited for shares in Qualco Group S.A., pursuant to a Share-for-Share Exchange by decision of the Extraordinary General Meeting of the Shareholders. The same parties controlled both entities before and after the Share -for-Share Exchange, and the Group’s structure otherwise remained unchanged. Following the Share-for-Share Exchange, Qualco Group Single Member S.A. was renamed Qualco Group S.A. and became the holding company of the Group, which currently comprises subsidiaries active in Greece, the United Kingdom, Cyprus, France, and the United Arab Emirates (Group companies are defined in Note 26 of the Company’s Six-Month Financial Statements 2026). In May 2025, Qualco Group S.A. was successfully listed on the Athens Exchange. The Company’s main activity as of its incorporation is to function as a management holding company, and among others, the provision of administrative, tax, accounting, and IT services, secretarial coverage, service, organization, support, and generally the provision of HR services, advisory on sales promotion methods, financial management, and generally the provision of services in relation to the organization, management, a nd administration of companies, including the provision of advice a nd services on economic, investment, and business planning and programming; services related to the design, organization, presentation, improvement, and promotion of corporate business activities. Business activity is conducted through the Company’s subsidiaries, associates and joint ventures, whose main activities are described under section “Business Segments” of this Report. The Company was incorporated for a period of ninety-nine years commencing on the date of the registration of the Company with GEMI. The legal status of the Company is in accordance with the laws and regulations regarding its incorporation and operation. Th e Company is governed by the Articles and the provisions of Law 4548/2018 and Law 5313/2026. The Company’s financial year ends on December 31. The Company domiciles in Greece and is a resident in Greece for tax purposes The Company’s shares are listed on the Regulated Securities Market of the Athens Exchange (“ATHEX”) and trade in Euro in the Main Market of the Regulated Securities Market of the ATHEX under ISIN (International Security Identification Number) GRS543003008. Trading unit is one share. As of 30 June 2026, the Company and its subsidiaries (on a consolidated level hereinafter “the Group”) had a total of 1,423 employees, compared to 1,297 employees on 31 December 2025.
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At a Glance 8 Business Segments Qualco Group operations are structured across three business segments: Software and Technology, Platform as a Service and Portfolio Management, as presented in the table below, with reference date 30 June 2026. Business Segments Software and Technology Segment End-to-end software solutions Platform as a Service Segment All-in-one technology-enabled platforms Portfolio Management Segment Servicing & operations digitalization B2B B2B2C No balance sheet risk | B2B Description • Analytics-driven and highly scalable enterprise software solutions in the wider credit management space. • Next generation proactive and tailor- made debt credit and receivable. management software as core product • Ιnformation and communication technologies solutions and services (ICT). • Cloud-native platforms powered by advanced technologies and proprietary algorithmic solutions. • Three core full credit-value chain ecosystems of credit and receivables management, receivables collection and real estate. • The only Independent Servicer in Greece offering end-to-end debt management services. • Technology-enabled operations digitalization services across banking and non-banking sectors. Core activities Credit and Receivables Management Supply Chain Finance Real Estate Management and Mortgages Credit and Receivables Management Portfolio Servicing Operations Digitalization Analytics and Artificial Intelligence Business Process Automation / ICT Securitizations Open Banking and Payments Onboarding and Portfolio Operations Underwriting and Portfolio Analysis Group subsidiaries| Key offerings - Qualco Technology S.A.: QUALCO 360°(Data-Driven Decisions Engine; Collections and Recoveries; Digital Self- Service Portal; Omnichannel Communication; Reporting & Dashboards); ProximaPlus; Kyberas; Loan Manager; Loan Originator; Process Automation; IT Services, Agenly, ML Studio - Indice S.A.: Scalefin; Inpolicy; EVpulse. - d.d.Synergy Hellas S.A.: Installation, configuration, application development, support and training centered around SAP software. - Quento Technologies S.A.: Information and communication technologies solutions and services. - A.I. Synthetica Solutions Limited: Synthetica Intelligent Equipment Monitoring; Synthetica Predictive Equipment Management; Synthetica Gen- AI Assistant (GAIA). - Empedus S.A.: Business automation and digital transformation. - Cenobe S.A.: Offensive cybersecurity - QIF S.A.: Receivables management and securitization services, including portfolio analysis, underwriting, securitization structuring and management of non- banking receivables. - Qualco UK Limited: ExtraCollect and Togglit. - Qualco Agentic Solutions - Qualco Real Estate Ltd and its branch in Greece: Tailor-made services for effectively managing and disposing of servicers’ Real Estate Owned (“REO”) assets. - QQuant Master Servicer Servicing of Loans and Credits Single Member S.A.: Credit Servicing. - Middle Office Services S.A.: Operations digitalization for financial services processes (e.g., loan administration, credit operations). Source: Internal data
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At a Glance 9 Shareholding Structure As at 30 June 2026, Qualco’s share capital is divided into 70,029,804 common shares of a nominal value of €1.00 each. The founding shareholder, Wokalon, holds a 61.88% majority stake, ensuring strong alignment with the company’s long -term vision. Amely, representing PIMCO, holds a significant 7.70% stake, while cornerstone investors account for 12. 96%, reflecting their support. International institutional investors account for 9. 29% of the shareholding, with 3.23% held by Greek institutional investors. Greek retail investors hold 4. 77%, contributing to a diversified and stable ownership structure that supports both governance and market presence. Source: Data from Company’s shareholder register as at 30 June 2026. The Independent Auditors The Company’s Independent auditor is Grant Thornton ANONYMI ETAIREIA ORKOTON ELEGKTON KAI SYMVOULON EPICHEIRISEON (“Grant Thornton Greece S.A.”), a société anonyme incorporated under the laws of Greece, registered with the GEMI under number 121548701000 and having its registered seat at 58 Katechaki Ave, Athens 115 25, Greece. 61.88% 7.70% 12.96% 4.77% 3.23% 9.19% 0.26% Shareholding Structure Wokalon Amely Cornerstone Investors Greek Retail Investors Greek Institutional Investors International Institutional Investors International Retail Investors
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Declarations by Members of the Board of Directors on the six-month Financial Report as at 30 June 2026 10 Declarations by Members of the Board of Directors Declarations by Members of the Board of Directors Declaration of the Executive Chairman, the Chief Executive officer and a Member of the Board of Directors according to Article 5 par. 2 of Law 3556/2007, as in force We declare that to the best of our knowledge: 1. The Interim Financial Statements for the six-month period ended 30 June 2026 have been prepared in accordance with the applicable accounting standards and present a true and fair view of the Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement of the Company and of the companies included in the consolidation. 2. The Board of Directors Report for the six-month period ended 30 June 2026 truly and fairly presents all information required by Article 5, par. 6 of Law 3556/2007, as in force. Marousi, 14 September 2026 The Executive Chairman of the Board of Directors Orestis Tsakalotos The Group Chief Executive Officer Miltiadis Georgantzis The Member of the Board Mohammad Kamal Syed
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11 Board of Director’s Report Board of Director’s Report For the six-month period ended 30 June 2026
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 12 Highlights of the Period Highlights of the period Key Financial Highlights In € million 1H 2026 1H 2025 Year-over-year (%) IPO Medium Term Guidance Revenue €101 €89 +14% Mid-teens growth Adjusted** EBITDA €13 €13 +3% Adjusted** EBITDA Margin +13% +15% ~ 20% over next 18-24 months Last twelve months (LTM) Adjusted** EBITDA Margin +19% +21% ~ 20% over next 18-24 months Capex/Revenue 10.0% 8.0% Stable Net Debt* (excl. leases) €56 €34 Net Debt* (excl. Leases) / LTM Adjusted** EBITDA 127% 80% Stable Note: For the non-IFRS financial measures, please refer to section “Alternative Performance Measures”. *Excluding Share Capital Increase (SCI) Net Proceeds.**Adjusted EBITDA applicable only to 1Η 2025 Revenue Contribution by: Business Segments 1H 2026 1H 2025 In € million Revenues(1) EBIDTA Revenues(1) Adjusted EBITDA Software & Technology €32 3 €29 3 Platforms as a Service €56 8 €47 8 Portfolio Management €19 2 €19 2 (1) Figures exclude intragroup revenue eliminations. Business Segment Customer Industry Geography Software & Technology 28% Platform as a Service 53% Portfolio Management 19% International 32% Domestic 68% Energy & Utilities 47% Financial Institutions & Services 16% Institutional Investors 15% Software & related services 7% Telecom 3% Public Sector 6% Other 6%€101m
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 13 Strategic transactions and acquisitions Acquisition of a minority stake in Resitech Ltd On 24 March 2026, Qualco Single Member S.A. announced the acquisition of a 34% minority stake in Resitech Ltd, headquartered in Nicosia and operating in Greece and Cyprus. The investment was structured through a combination of capital injection and share acquisition, totaling €640,000. Post transaction, Qualco will hold 34% of Resitech. Resitech is a technology company focusing on B2B real estate technology platforms. Since 2021, its team of engineers and data scientists has excelled at delivering a wide range of innovative SaaS solutions for the real estate industry. Resitech’s platform offering comprises an asset management platform that deploys virtual data warehousing and legal and technical systems of record; an advanced profiling engine that matches re al estate investors with eligible properties; and, finally, a managed blockchain platform that facilitates secure file and document transfer related to real estate transactions (based on the SUI blockchain). Resitech represents a strategic addition to Qualco’s ecosystem, enabling the Group to expand its platform offerings beyond Greece for real estate-related SaaS projects. This acquisition reinforces the Group's commitment to targeted organic and inorganic growth and supports the Company’s strategic plan. Strategic Partnership for the Development of Advanced Digital Financial Solutions On 12 May 2026, Qualco Group, through its cybersecurity company Cenobe, signed a Memorandum of Understanding with Mysten Labs and xMoney to develop integrated digital solutions for the financial sector. The collaboration brings together artificial intelligence, blockchain, cybersecurity, and digital payments technologies, with the aim of enhancing transaction transparency, security, regulatory compliance, and operational efficiency. This initiative forms part of the Group’s strategy to develop innovative technology ecosystems that address the evolving needs of financial institutions and their customers. The Group contributes its extensive experience in financial services and the development of complex digital platforms, while Cenobe strengthens the partnership with specialized cybersecurity capabilities. At the same time, Mysten Labs contributes next- generation blockchain technology, and xMoney provides expertise in digital payments and infrastructure designed to comply with the European regulatory framework. The collaboration creates opportunities for the development of new digital services and the further strengthening of the Group’s technological position in international markets. Siginficant developments per business segment Software and Technology The strong commercial momentum achieved in 2025 continued throughout the first half of 2026, with Qualco Technology securing seven new clients during the period, evenly split between European markets (three clients) and the Middle East (four clients). At the same time, the Company continued to expand its commercial footprint in Asia through new local partnerships in Indonesia and Cambodia, while further strengthening its engagement with the Japanese market.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 14 In May 2026, Qualco Technology launched its new Agentic AI software suite, designed to transform data into real-time business action. The suite comprises three standalone software platforms that can operate independently or in combination, while offering seamless integration both with each other and with existing systems and solutions. This flexible architecture enables organizations to enhance their technological capabilities without the need to replace legacy systems. The suite includes Qualco Data Studio, Qualco ML Studio and Qualco Agentic Studio, delivering a unified approa ch to data ma nagement, analytics and autonomous decision execution. During the first half of 2026, the Group also introduced Agenly, its new Artificial Intelligence-powered claims management platform, through a controlled pilot ("friends-and-family") release. The platform's full commercial launch is scheduled for the end of September 2026. The Group continues to invest in the integration of Artificial Intelligence across its software portfolio. Adoption of AI-enabled development practices within software engineering teams exceeded 50% during the reporting period and is expected to reach 90% by year -end. This transformation is supported by intelliflow, a proprietary internal platform that automates key stages of the software development lifecycle, enhancing productivity, quality, and sca lability. Within the Information and Communication Technologies ("ICT") segment , Quento S.A. ("Quento"), a Group subsidiary, further strengthened its strategic position within leading European institutions during the first half of 2026 with over €30 million in new bookings. Quento secured a series of significant Framework Contracts with organizations including the European Investment Bank ("EIB"), the European Commission, the European Parliament and Eurostat. The new assignments encompass a broad range of high- value services, covering data management and a nalytics, enterprise applications, cloud solutions, consulting services, information systems a rchitecture, programme management and modern digital infra structure. Through the EIB DATA, ARROW and CORE contracts, Quento is strengthening its role in areas such as data platforms, enterprise applications and project delivery services. In parallel, the European Commission's MAIA Lot 6 and HACS contracts highlight the Company's expertise in managed services, cloud environments and strategic digital transformation initiatives. Furthermore, contract awards from the European Parliament under the ITOMS and ENTER Lots 1 -3 frameworks substantially expand Quento's service portfolio in areas including enterprise architecture, project portfolio management, quality assurance and IT governance. Similarly, the ESTAT IT 4 contracts awarded by Eurostat position Quento at the forefront of European initiatives focused on the management, exchange and utilisation of statistical data and metadata. These successive achievements represent more than significant commercial milestones. They reflect Quento's strategic evolution into a trusted long -term technology and consulting partner for European institutions. Supported by deep domain expertise, a proven delivery track record and comprehensive service capabilities across the full spectrum of digital and technology requirements, Quento continues to contribute to the development of the next generation of digital public services in Europe, while further strengthening its international profile and growth trajectory across European markets. Platform as a Service The Group continued to expand its international presence in the non-banking receivables management sector during the first half of 2026, further strengthening its position in key European markets through the execution of new contracts and the pursuit of strategic commercial opportunities.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 15 In the United Kingdom , Qualco UK entered into a strategic three -year agreement in February 2026 with Thames Water Utilities Limited , the country’s largest water and wastewater services provider, serving approximately 16 million customers across London and the Thames Valley region. The services to be delivered by Qualco UK are designed to significantly enhance Thames Water’s customer engagement, promote fair customer treatment, and improve operational efficiency through the deployment of advanced technology solutions and analytics. Operations are expected to commence in September 2026. Specifically, Thames Water will utilize the Qualco Collections & Recoveries (QCR) platform for receivables management and automated decision- making. The solution is integrated with the Qualco ExtraCollect platform, which optimizes the allocation of cases t o the most appropriate external partners. Together, the Qualco platforms will support a highly structured and efficient operating model, ensuring fair and consistent customer treatment while enhancing operational resilience and long-term sustainability. In Romania, Qualco Intelligent Finance ("QIF") is currently engaged in negotiations for a framework agreement with PPC Romania, a subsidiary of PPC Group and one of the country's leading energy providers, serving millions of customers. In Cyprus, QIF signed an agreement in March 2026 with the Municipality of Nicosia for the management of receivables arising from municipal fees and charges. In Greece, QIF, in partnership with Mediatel, secured two new contracts with PPC S.A . in February and March 2026 for the provision of customer service operations through telephone and digital channels. further strengthening the Company's presence in the customer management and servicing market. The contracts further enhance the Company’s position in the customer management and servicing market and encompass the end-to- end management of inbound and outbound customer communications, back- office support services for PPC’s YDE-FIXIT programme and value-added service offerings, as well as payment support and bill settlement services under the PAY programme. In the applied intelligence segment, it is worth noting that Qualco’s Applied Intelligence Business Unit operates as from March 2026 under the name “Qualco Agentic Solutions.” Qualco’s Applied Intelligence Business Unit has advanced the standardization and productization of its client offerings, transitioning toward scalable and repeatable architectures. In this context, the unit is strategically focused on agentic solutions. Its mission is to digitize and augment core business processes through a human-in-the-loop model that enhances productivity, decision quality, and operational efficiency. Leveraging vision language models and large language models at scale, the unit develops end -to-end enterprise solutions alongside user - friendly, self-service agentic platforms designed for broad cross-industry deployment. In March 2026, the QIF Uncertainty Index, a new economic uncertainty index for Greece, was launched. The index was developed as part of the strategic partnership between Qualco Intelligent Finance S.A. and the Athens University of Economics and Business. The index leverages artificial intelligence and natural language processing technologies and supports decision- making by providing timely insights into the level of economic uncertainty. Furthermore, it e nhances the forecasting of economic developments and captures economic sentiment with greater accuracy, utilizing artificial intelligence and semantic analysis rather than simple word-counting methodologies. It also monitors regional variations and the emotional dimensions of economic uncertainty, offering a more comprehensive view of market trends, while contributing to improved risk management by enabling organizations and investors to adjust their strategies in a timely manner. In the real estate sector and the provision of related services in Greece, Qualco Real Estate S.A. ("QRE") further strengthened and expanded its presence and market footprint, providing, among other services, real estate management and holding services, technical services, advisory and valuation services, as well as brokerage services.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 16 During the first half of 2026, QRE’s collaboration with Intrum Hellas Loan and Credit Claims Management Company S.A. continued to expand, marked by increased service volumes, improved performance indicators, enhanced quality of the services already provided, and the delivery of facility management services. At the same time, QRE continued to provide services to QQuant Master Servicer S.A., particularly in relation to property valuations and real estate underwriting. Furthermore, during the first half of 2026, QRE was awarded a mandate to provide technical asset preparation and facility management services for a portfolio of approximately 1,000 properties owned by Piraeus Bank. In the area of brokerage services, QRE successfully facilitated, among other transactions, the sale of three properties with a combined value exceeding €6.5 million. Finally, it is worth noting that QRE is a member of one of the nine corporate consortia participating in the implementation of the significant project undertaken by the Hellenic Growth Fund, i.e. the National Investment Fund of Greece , for the recording, categorization, valuation, and maturation of a portfolio of 36,000 properties owned by Hellenic Public Properties S.A., a subsidiary of Growth Fund. In June 2026, Uniko, the digital real estate platform established as a joint venture between the National Bank of Greece (49%) and Qualco (51%), completed its first year of commercial operations . Uniko specializes in private property sales and property auctions, covering residential properties, commercial real estate, and land plots. The platform integrates all stages of the property acquisition and disposal lifecycle within a single digital environment, including valuation, technical and legal due diligence, and financing services. During the period from June 2025 to June 2026, Uniko attracted more than one million unique visitors to www.uniko.gr, served over 10,000 registered customers, and was entrusted with the commercial promotion of properties on behalf of more than 1,000 unique sellers. Overall, 4,679 property listings were marketed through the platform, of which approximately 880 were converted into completed transactions through Uniko and its network of partners. Portfolio Management Assets under management, representing the portfolios serviced by the credit servicer QQuant Master Servicer S.A. ("Quant"), increased significantly from €10 billion as at 31 December 2024 to €21.4 billion. During the first half of 2026, Quant assumed the servicing of four additional portfolios, further consolidating its position as the leading independent credit servicer in the Greek market. In addition, Quant participated in the tender process launched by the Hellenic Ministry of National Economy and Finance for the selection of the strategic investor that will operate the Real Estate Acquisition and Leaseback Entity, with a view to providing servicing and asset management services to the successful bidder. The commencement of the Entity's operations is expected during the second half of 2026. At the operational level, Quant is progressing the integration of QTech's artificial intelligence (AI) capabilities to further enhance efficiency and service delivery. Key initiatives include the optimisation of back-office operations through the reduction of manual processes and increased productivity, the automation of inbound customer communications through AI-enabled solutions, and the deployment of AI agents to support document management and processing activities.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 17 Corporate Governance Developments General Meeting of the Shareholders The Annual General Meeting of Shareholders of the Company was held on Tuesday, 30 June 2026. Shareholders attending or represented at the meeting held 53,309,553 shares, corresponding to 76.12% of the Company's paid-up share capital. Accordingly, the quorum required by law and the Company's Articles of Association was achieved for the discussion and resolution of all items on the agenda, as published on the Company's website. The agenda of the Annual General Meeting, together with the resolutions adopted thereat, is available on the Company's website at Shareholders Information - QUALCO Group . Election of a new member to the Board of Directors On 30 June 2026, the Annual General Meeting of Shareholders approved the election of Ms. Nikoleta Fouska as a new Non-Executive Member of the Board of Directors for the remainder of the Board's three-year term of office, as determined by the resolution of the Annual General Meeting of Shareholders held on 24 March 2025. Pursuant to article 85(1) of Law 4548/2018, as in force, the term of office may be extended until the expiry of the period within which the next Annual General Meeting of Shareholders is required to be convened and until the relevant resolution is adopted, provided that the total term of office does not exceed four (4) years. Prior to the election, the Nomination and Remuneration Committee assessed the candidate's suitability and concluded that she satisfies all applicable eligibility and suitability criteria. The election was effected in accordance with the Company's Suitabili ty Policy and the applicable corporate governance framework. IIn reaching its decision, the General Meeting took into consideration, inter alia, the recommendation of the Board of Directors, as well as the need to ensure continued compliance with the appli cable corporate governance framework and, in particular, with the requirements relating to the adequate representation of both genders on the Board of Directors, in accordance with article 3A of Law 4706/2020. Following the election of Ms. Fouska, the Board of Directors was reconstituted on 30 June 2026 as set out below. The composition of the Board continues to comply with the requirements of the applicable regulatory framework. Name Position Start of Term End of Term Orestis Tsakalotos Executive Member – Chairman 24.03.2025 24.03.2028 Mohammad Kamal Syed Independent Non-Executive Member – Vice- Chairman 24.03.2025 24.03.2028 Miltiadis Georgantzis Executive Member – Group CEO 24.03.2025 24.03.2028 Omar Maasarani Non-Executive Member 24.03.2025 24.03.2028 Nikoletta Fouska Non-Executive Member 30.06.2026 24.03.2028 Steven Thomas Edwards Independent, non-executive member 24.03.2025 24.03.2028 Katherine Verner Independent, non-executive member 24.03.2025 24.03.2028
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 18 Selected Awards and Distinctions Inclusion in the Euronext Tech Leaders Segment In May 2026, Qualco Group was admitted to the Euronext Tech Leaders segment , a dedicated initiative bringing together leading and high- growth technology companies listed across Euronext's pan-European markets. The Euronext Tech Leaders programme supports more than 100 technology companies through access to a broad network of inve stors, strategic partners and specialised growth services. Qualco Group is one of only two technology companies listed on Euronext Athens to have been selected for inclusion in this prestigious segment. Qualco Group Receives Digital Transformation Award at the 2026 ACCI Awards In June 2026, Qualco Group was honoured at the 2026 Athens Chamber of Commerce and Industry (ACCI) Business Awards, receiving the “Digital Transformation” award in recognition of its contribution to the digital transformation of businesses. The distinction reaffirms the Group's strategic focus on delivering innovative technology solutions that create tangible value for clients by improving operational efficiency, enabling faster and more informed decision- making, and supporting long -term business resilience and sustainable growth.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 19 Economic and Financial Review Economic and Financial Review Economic Review Market Conditions in Greece1 The Greek economy continued to demonstrate resilience during the first half of 2026, maintaining a growth rate above the euro area average despite heightened geopolitical uncertainty and renewed energy -related inflationary pressures. Real GDP increased by 2.0% year- on-year in the first quarter of 2026. According to the Bank of Greece's June 2026 projections, real GDP is expected to grow by 1.9% in both 2026 and 2027 and by 2.0% in 2028. Growth is expected to remain supported by private consumption, investment and exports. Investment activity in particular continues to benefit from the absorption of EU funds, including resources under the Recovery and Resilience Facility ("RRF"). The European Commission expects investment to remain robust in 2026, while the scheduled completion of the RRF is expected to contribute to a moderation in growth in 2027. Inflationary pressures increased during the first half of the year with Bank of Greece projecting inflation at 3.8% in 2026, compared with 2.9% in 2025 reflecting stronger and more persistent global energy price increases following the escalation of the wa r in the Middle East, as well as sustained pricing pressures in services. Inflation is expected to moderate to 2.6% in 2027 and 2.3% in 2028 as energy and food price pressures ease. Greece’s macroeconomic fundamentals nevertheless remain solid. The economy has recorded growth above the euro area average, strengthened fiscal and financial stability, and delivered significant structural reforms, progress recognized by the European Commission, which no longer identifies macroeconomic imbalances in Greece. The labor market continues to improve, with unemployment projected to decline from 8.9% in 2025 to 7.9% by 2027, while sustained primary surpluses keep the public debt ratio as percentage of GDP on a firm downward path, falling below 135% of GDP by 2027. Nevertheless, structural challenges remain, including relatively low productivity, slow transformation of the production model, demographic pressures, skills constraints, a sizeable curre nt-account deficit, energy dependence and a still -elevated public -debt ratio. Indicators 2025 2026 (E) 2027 (E) 2028 (E) Real GDP growth (%, y-o-y) 1 2.1 1,9 1.9 2.0 HICP Inflation (%, y-o-y) 1 2.9 3,8 3.8 2.3 Unemployment (% ) 2 8.9 8,3 8.3 n/a Gross public debt (% of GDP) 2 146.1 140,7 140.7 n/a 1 Sources: Bank of Greece – NOTE ON THE GREEK ECONOMY (March 2026) 2 Source: European Commission – Economic forecast for Greece (May 2026)
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 20 Greece’s Sovereign Rating Greece maintains investment- grade sovereign ratings from Standard & Poor's, Moody's and Fitch, with stable outlooks at each of the three agencies. The ratings are supported by the country's improved fiscal performance, continued improvement in banking sector asset quality, declining public -debt ratio and strengthened economic resilience. The table below shows the current Greece credit ratings, according to the main rating agencies. Rating Agency Rating Outlook Last Update Action Standard & Poor’s Global Ratings BBB Stable 24 April 2026 Affirmed3 Moody’s Investors Service, Inc. Baa3 Stable 13 March 2026 Periodic Review4 Fitch Ratings Inc. BBB Stable 8 May 2026 Affirmed5 Euro Area Economy and Macroeconomic Risks6 The euro area outlook weakened in the first half of 2026 as the war in the Middle East, the closure of the Strait of Hormuz and the associated energy price shock weighed on activity and reignited inflation. Euro area GDP contracted by 0.2% quarter-on-quarter in the first quarter of 2026, and headline inflation rose to 3.2% in May 2026, moving back above the ECB’s 2% medium-term target after a prolonged period of disinflation. According to the June 2026 Eurosystem staff projections, real GDP growth is expected to average 0.8% in 2026, before increasing to 1.2% in 2027 and 1.5% in 2028. Headline inflation is projected at 3.0% in 2026, 2.3% in 2027 and 2.0% in 2028. Compared with the March 2026 projections, the inflation outlook for 2026 and 2027 was revised upwards, mainly reflecting higher energy prices and their expected transmission to food, goods and services prices. In response to the renewed inflationary pressures generated by the war in the Middle East, and consistent with its commitment to ensure that inflation stabilizes at its 2% medium-term target, the ECB raised its three key policy rates by 25 basis points on 11 June 2026, taking the deposit facility rate to 2.25% implying higher benchmarking financing costs. The ECB continues to identify upside risks to inflation and downside risks to economic growth, with the outlook dependent particularly on the duration and intensity of geopolitical tensions, developments in energy prices and the extent of indirect and second-round inflationary effects. 3 Source: S&P Global Rating – Greece 4 Source: Moodys Rating – Greece 5 Source: Fitch Rating – Greece 6 Source: ECB - Monetary policy decisions (June 2026) , Eurosystem staff macroeconomic projections for the euro area, June 2026 , The Bank of Greece Report on Monetary Policy – Press Release June 2026
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 21 Financial Review Summary Consolidated Statement of Profit or Loss In €million 1H 2026 1H 2025 Δ YoY (%) Revenue 101 89 14% Gross profit 41 37 10% Adjusted* operating profit 4 6 (31%) Key P&L ratios/metrics 1H 2026 1H 2025 Δ (ppts) Profitability Gross profit margin(%) 40.0% 41.7% (1.7) Adjusted* EBITDA margin (%) 13.2% 14.7% (1.5) Adjusted* EBITDA (in € million) 13 13 0.0 *Adjusted operating profit and adjusted EBITDA margin applicable only to 1Η 2025 Summary of Consolidated Financial Position In €million 30 June 2026 31 December 2025 Non-current assets 148 140 Total current assets 120 149 Total assets 268 289 Equity attributable to owners of the Company 90 98 Total equity 98 107 Non-current liabilities 71 75 Current liabilities 99 108 Total liabilities 170 183 Key ratios – consolidated financial position 30 June 2026 31 December 2025 Δ (ppts) Liquidity ratio Total Current Assets/Total Assets 44.6% 51.5% (6.9) Total Current Assets/Total Current Liabilities 121.2% 137.9% (16.7) 30 June 2026 31 December 2025 Δ (ppts) Leverage ratio Net Debt* to Equity 78.0% 51.9% 26.1 Net Debt* (excl. leases) to Equity 56.7% 31.6% 25.1 Net Debt* to LTM Adjusted EBITDA** 175.5% 128.3% 47.2 Net Debt* (excl. leases) to LTM Adjusted EBITDA 127.5% 78.1% 49.4 * Excluding SCI Net Proceeds **LTM Adjusted EBITDA applicable only to FY 2025
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 22 Overview of the period ended 30 June 2026 Strong Revenue growth in Η1.2026, at 14% YoY, reaching €101 million. The Group’s revenue increased by € 12.5 million, or 14%, from € 88.6 million for the period ended 30 June 2025 to € 101.1 million for the period ended 3 0 June 2026. This increase is driven by strong growth in Software & Technology (+1 6%) on the back of continued international expansion (+24%) mostly in the ICT business, Platform as a Service (+18%) and the contribution of acquisitions completed in H2 2025 (Empedus and Cenobe). Gross margin declined from 41.7% to 40.0%, reflecting revenue lagging costs and the buildup in international delivery capacity. EBITDA stood at €13.4 million for the reference period, up by 3 %, resulting in an EBITDA margin of 13.2%. EBITDA margin was slightly lower compared to the previous year due to increased expenses to build delivery capacity in international markets, particularly Europe and the Middle East, where the Group’s presence is growing. Awarded revenues are expected to allow profitability margins to recover by year-end. Net Debt & Liquidity The Group maintained a robust liquidity position for the six-month period ended 30th June 2026. The current ratio (current assets to current liabilities) stood at 121.2%, down 16.7 percentage points from 31 December 2025, and within the Group’s historical range as proceeds from the share capital increase approach full deployment. Cash, excluding the remaining proceeds from the share capital increase, amounted to €11 million, down from €39 million as of 31st December 2025 , driven by capital expenditure, debt repayment and dividend paid to subsidiaries’ non -controlling interest. Operating cash flow negative € (2.8) million as a result of expenditure linked to large, multi- year client framework contracts, mainly at Quento, ahead of European delivery in H2 2026, investment in QART for dual-use algorithmic solutions, including the unmanned surface vessel MoU with Skaramangas Shipyards, e xpansion in the Middle East, one the Group’s highest margin region, where clients pay slowly and slower Greek public sector receipts, which the Group has delivered against and priced for over twenty-five years. Despite the above, leverage, as measured by the ratio of Net Debt (excluding net proceeds from the share capital increase & leases) to LTM Adjusted EBITDA remains healthy, albeit higher from 0.8x at 31 December 2025 to 1.3x and the Group’s Balance Sheet remains strong with healthy Leverage (Net Debt e xcluding SCI Net Proceeds to Equity) & Liquidity ( Total Current Assets/Total Current Liabilities ) ratios at 0.6x and 1.2x, respectively. Trend information We expect the second half of the year to benefit from the Group’s normal seasonality, as a larger portion of annual revenue typically materialises after June, maintaining strong revenue growth, full year EBITDA margin at ca. 20% and cash-flow normalisation by year-end.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 23 We expect revenue growth to continue, supported by awarded revenue of €762 million7 over the next five years, of which €335 m illion (44%) is international and €338 m illion comes from Platforms , our highest earning margin business . Furthermore, new bookings of €96 m illion in the first half , of which 70% international, expected to raise international markets revenue contribution above 40% by 2028. Profitability margins are expected to improve in the second half as awarded revenues convert into revenue and the benefits of earlier investment in international delivery capacity begin to materialise. Management reaffirms full-year EBITDA margin guidance of approximately 20%, with further improvement expected from 2027 onwards on the back of awarded revenue and operational efficiencies. Operating cash flow is expected to turn positive by year-end as working-capital normalises and revenue from contracted projects increasingly converts into cash. From FY 2027, operating cash flow is expected to realign with the Group’s historical trend and capital expenditure to normalise to approximately 7% of revenue. Looking ahead, the Group's performance is expected to benefit from the continued execution of key customer mandates and platform deployments, including existing contracts in the utilities, financial services and public sector verticals, as well as the comm ercial scaling of recently launched products and technology initiatives. Overall, management remains confident in the Group’s medium- term growth prospects, supported by its contracted revenue base, expanding international presence and continuous focus on operational excellence. Related Party Transactions Based on the existing regulatory framework, the Group must disclose any transaction between the Company, its subsidiaries and all its related parties as defined in IAS 24 “Related Parties”, which took place during the six-month period ended 30 June 2026. The following table presents the transactions between the Company and its subsidiaries. Moreover, for further details, see Note 25 of the Interim Financial Statements “Related party transactions”. Subsidiaries In 000 € Assets Liabilities Income Expenses Off Balance Qualco Holdco Limited 4,000 1,574 - - - Qualco S.A. 36,512 - 2,369 - The Company did not enter any transactions with associates, joint ventures (“JVs”), or other related parties. Transactions between the Company, the Board of Directors and the key management personnel related to the payment of compensation are Nil , excluding management remuneration, which amounted to € 335 thousand for the six-month period ended 30 June 2026. 7 The awarded revenue profile, as expected, is relatively front-loaded, i.e. not evenly distributed across the 5-year horizon
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 24 Events after the balance sheet date Establishment of a Long-Term Incentive Plan (LTIP) The Annual General Meeting of Shareholders of the Company, held on 30 June 2026, approved the establishment of a Long-Term Incentive Plan (LTIP) in accordance with article 114 of Law 4548/2018. The LTIP is designed to align the interests of its beneficiaries with the Company's long -term strategy and sustainable growth objectives, promote the creation of long -term value for shareholders, and support the attraction, retention and motivation of high-calibre executives and key personnel. The principal terms and conditions of the LTIP were approved by the General Meeting of Shareholders and have been disclosed in accordance with the applicable legal and regulatory framework. Payment of Dividend for Fiscal Year 2025 The Annual Ordinary General Meeting of Shareholders of the Company, held on 30 June 2026, approved the distribution of a gross dividend of €0.045 per share for fiscal year 2025. Following the deduction of withholding tax at a rate of 5%, in accordance with the applicable tax legislation (subject to any exemptions or different withholding rates applicable to certain categories of shareholders), the net dividend distributed amounted to €0.04275 per share. The ex-dividend date was 24 August 2026, while shareholders registered in the records of the Dematerialized Securities System (DSS) maintained by Euronext Securities Athens on 25 August 2026 (Record Date) were entitled to receive the dividend. The dividend payment date was 28 August 2026. Business Developments Strategic Agreement Between Skaramangas Shipyards, Qualco Group and Olympic Marine for the Development of Greek-Designed and Greek-Manufactured Unmanned Autonomous Surface Vessels On 14 August 2026, Skaramangas Shipyards, Qualco Group, and Olympic Marine announced the signing of a Memorandum of Understanding (MoU) for the study, development, production, and demonstration of a multi-role Unmanned Autonomous Surface Vessel (USV). The initiative aims to deliver a fully Greek autonomous surface vessel, designed, programmed, and manufactured in Greece, with the objective of serving both the do mestic and international markets. As part of the collaboration, Qualco Group will contribute by developing artificial intelligence and dual-use AI and digital technology solutions supporting defence and security applications, while also enabling a broader range of commercial use cases. Εxecutive agreement with the Hellenic Public Properties Company Following the successful completion of the pilot phase involving the legal and technical due diligence of 110 properties owned by the Hellenic Public Properties Company (HPPC), on 14 August 2026, the consortium in which Qualco Real Estate S.A. participates signed an executive agreement for the technical and legal due diligence of an additional 1,000 properties, as well as the valuation of up to 400 of these assets.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 25 Major Project for the Management of the Greek Ministry of Health’s Real Estate Portfolio Qualco Real Estate S.A. and Qualco S.A., both part of Qualco Group and together holding more than 90% of a consortium of companies, were selected as contractors to provide technology support services for the management of the Greek Ministry of Health’s real estate portfolio. The relevant contract was signed in August 2026. The project, titled “Provision of Support Cons ultancy Services for the Development and Implementation of the Strategic Program for the Management of the Real Estate Portfolio of the Ministry of Health and i ts Supervised Entities”, represents a significant milestone for the Greek real estate market. It covers approximately 4,000 properties, has a 24‑month implementation period, and a total budget of nearly €10 million, with an option for additional services of up to €5 million. As part of the project, Qualco Group will provide the Ministry of Health with a modern, web-based real estate management platform hosted in a Gov Cloud environment and will support the identification, evaluation and classifica tion of approximately 4,000 pr operties, the estimation of their market value, and the completion of technical and legal due diligence. Deploying proprietary technology, advanced data analytics and artificial intelligence tools, the project will create a single, unified digital picture of the National Health System (ESY) real estate port folio, providing the competent public authorities with reliable data for faster and more effective decision-making. Execution of a New Securitization Transaction of Receivables Arising from PPC Electricity Supply Contracts On 3 September 2026, a new securitization of receivables arising from low- and medium-voltage electricity supply contracts of PPC customers was executed. In its capacity as Sub -Servicer, Qualco Intelligent Finance performs a critical role in the transaction's operational management, assuming responsibility for a substantial part of the day -to-day servicing of the portfolio and supporting the efficient and se amless execution of the securitization. Strategic transactions and acquisitions Acquisition of a 60% Participation in Lever Development Consultants On 29 July 2026, Qualco Group completed the acquisition of a 60% majority stake in the share capita l of Lever Development Consultants (“Lever”), one of Greece’s leading consulting firms, with a strong presence in public - and private -sector projects across Greece and the European Union . The transaction was structured as a share acquisition for an upfront consideration of €3.0 million, with additional consideration (earn-out) of up to €0.5 million linked to the achievement of specified performance targets. The investment forms part of the Group’s strategy of balanced organic and inorganic growth and further reinforces its footprint in high-v alue-added sectors. Through Lever’s platform, the Group expands its participation in digital transformation projects and EU-funded programs, while broadening the reach of its technology platforms into new markets and customer segments The transaction creates significant opportunities to leverage the Group’s technology solutions across both the public and private sectors, further strengthening its European presence and supporting the development of new high-va lue-added revenue streams. Lever’s founders remain shareholders and will continue to lead the business, ensuring operational continuity and supporting the Group’s long-term growth ambitions. Acquisition of a 50.1% Participation in Multiverse On 6 August 2026, Qualco Group announced the acquisition of a 50.1% stake in Multiverse S.A., one of Europe’s leading platforms in financing and innovation advisory services . The acquisition is structured
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 26 through the purchase of existing shares for an upfront consideration of €0.9 million, with up to €1.35 million in additional consideration linked to performance (earn-outs), while the Group will contribute a further €0.15 million through a share capital increase to support the company’s ongoing development. The acquisition is strongly aligned with the Group’s growth objectives, broadening its portfolio of artificial intelligence solutions, enhancing access to a broad European innovation ecosystem, and creating new opportunities for the development of products and services. The transaction also opens a further direct channel to the European funding ecosystem , encompassing more than €300 billion in resources under European innovation programs, including a dedicated program of approximately €20 billion for artificial intelligence, fintech and data analytics technologies. In addition, the acquisition strengthens the Group’s existing commercial distribution network in the Baltic region and reinforces its presence across the broader European market. New Financing On 27 August 2026, Qualco Information Systems S.A. entered into a loan agreement with Piraeus Bank S.A. for an amount of €6.0 million, with a repayment term of four years and an annual interest rate of Euribor plus 2.05%. On 26 August 2026, Qualco Technology S.A. entered into a loan agreement with Piraeus Bank S.A. for an amount of €4.0 million, with a repayment term of four years and an annual interest rate of Euribor plus 2.05%. In addition, on 20 July 2026, QQuant Master Servicer S.A. executed an amendment to its existing revolving credit facility agreement with Optima Bank S.A., increasing the available credit limit by €3.0 million. The additional financing bears interest at an annual rate of Euribor plus 4.00%.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 27 Risk Management Risk Management Principle Risks This section describes key risks to which the Group is exposed. In the absence of any indication to the contrary, they are equally relevant for all business units and companies of the Group. For the purposes of Group reporting, individual risks are aggregated in risk groups. During the reporting period, the Group’s risk profile remained broadly unchanged from that disclosed in the Annual Financial Report for the year ended 31 December 2025, while developments in the macroeconomic, regulatory, technological and geopolitical environment continued to be closely monitored, and continue to be monitored in the second half of 2026. Financial Risks The Group is exposed to various financial risks, such as market risk (including currency risk and interest rate risk), credit risk, and liquidity risk. Financial risks are associated with the following financial instruments: accounts receivable, cash and cash equivalents, accounts payable, other liabilities and borrowings and are described as follows: Market Risk Market Risk is the current or prospective risk to earnings and capital arising from adverse movements in foreign exchange rates and interest rates, as well as their levels of volatility. The overall risk management strategy of the Group mainly focuses on the unpredictability of financial markets and seeks to minimize their potential negative impact on the financial performance of the Group. Risk management is carried out centrally by the Finance Department of the Group. The most significant types of market risk to which the Group is exposed are foreign exchange risk and interest rate risk: Foreign 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 mainly operates in the EU, and most of its transactions are settled in Euros, however there are also transactions in British p ounds and US dollars. As a result, the Group is exposed to foreign exchange rate risk. In particular, foreign currency risk arises when advisory fees and project costs, are incurred in foreign currencies. The Group does not use currency forward contracts however it periodically verifies and evaluates its exposure to foreign exchange risk and its significance to take appropriate actions, if required, to mitigate the risk. The Group’s exposure to foreign exchange risk varies throughout the year depending on the volume of foreign-currency transactions. The Group’s foreign exchange exposure is considered as highly immaterial. Interest rate risk: The Group is exposed to risk from the fluctuations of interest rates, arising from bank loans with floating rates. The Group is therefore exposed to the floating interest rates prevailing in the market, which affect both the financial position and the cash flows. The cost of borrowing may increase, or decrease because of these changes, creating profits or losses. With regards to long-term borrowings, the Group’s management regularly monitors interest rate fluctuations and assesses the need to take relevant positions to hedge risks, when and if necessary. A significant part of the Group’s borrowings is linked to floating rates, and all borrowings are denominated in Euros. The Group is exposed to the risk of variances
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 28 in future cash flows due to changes in interest rates. The Group monitors interest rate trends, as well as the duration and nature of the Group’s financing requirements. Decisions on loan terms, as well as the extent of loans with variable or fixed interest rates, are considered separately on an individual case-by-case basis. Credit Risk Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. Defaulted payments on trade and other receivables could potentially adversely affect the liquidity of the Group. To minimize credit risk, the Group has adopted a policy of dealing only with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults. As a result of the current market conditions, management ensures that procedures are followed to monitor work in progress, and that invoicing and receipts are strictly controlled, particularly for new contracts. For several customers, the Group is protected against credit risk by management obtaining letters of guarantee from a bank to ensure the execution and full payment of the contracts in place. In addition, most of the receivables come from large organizations, (e.g., multinational companies, banks, etc.). In management’s judgment, appropriate provisions for impairment losses are recognized based on specific credit risk. Potential credit risk also exists for cash and cash equivalents. In such cases, the risk may arise from counterparties failure to fulfil their obligations towards the Group. To manage this credit risk, the Group sets limits to the degree of exposure for each financial institution, within the scope of the policies of the Board of Directors. Liquidity Risk The Group manages its liquidity needs by carefully monitoring its debts, long -term and short-term financial liabilities, and available funding, and maintaining sufficient cash to meet the Group’s obligations. Liquidity requirements are monitored daily, weekly and on a rolling 30-day basis across various time zones. Long-term liquidity requirements for the 6 months ahead and the following year are calculated monthly. Regarding cash management, the Group intends to ensure its ability to continue its operations unhindered, secure returns for shareholders and benefits for other parties associated with the Group, whilst maintaining an optimal capital structure to achieve capital cost reductions. In line with industry practice, the Group monitors the capital structure using the leverage ratio. Leverage is calculated as the ratio of net debt to equity. Net debt includes interest bearing loans, as well as long -term and short-term lease liabilities, less cash and cash equivalents. See also section “Alternative Performance Measures”.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 29 Non-Financial Risks Cyber Security Risk Qualco Group places cybersecurity and data protection at the heart of its operations, recognizing their importance for business continuity, client trust, and long-term sustainability. The Group follows a risk-based approach consistent with ISO 27001 and related international standards, while meeting the requirements of European and national regulations, including the NIS2 Directive (Law 5160/2024 and its implementing acts), the Digital Operational Resilience Act (DORA), the forthcoming Cyber Resilience Act (CRA), and the General Data Protection Regulation (GDPR). During the reporting period, the Group continued to strengthen its cybersecurity governance, risk management, and resilience practices. Initiatives focused on improving threat detection, vulnerability management, and data protection processes, as well as maintaining readiness for business continuity and incident response. At the same time, the cybersecurity governance, risk, and compliance framework continued to mature, supporting integrated oversight and transparent risk management across all entities. Regular awareness programmes and third-party assessments reinforced a culture of accountability and collective responsibility. Through these efforts, Qualco Group continues to foster digital trust, ensure regulatory compliance, and strengthen its overall resilience in an evolving cyberthreat environment. Sustainability Risk Approach The Group continuously monitors the evolving sustainability and corporate reporting requirements , including the provisions of CSRD/ESRS and Greek law. During the reporting period, the principal risk concerns the timely, consistent and dependable incorporation of these requirements in the corporate reporting, governance and internal audit processes. The Group’s Management enhances the relevant processes on an ongoing basis for improved reporting quality and compliance with the applicable framework. Qualco Group is subject to the EU Directive on corporate sustainability reporting as adopted into Greek law (L.5164/2024). It is required to disclose information about its environmentally sustainable economic activities, including turnover, capex and operating expenditure derived from products or services associated with EU taxonomy -eligible economic activities . The Group published its Sustainability Statement in full compliance with Law 5164/2024 and the corresponding ESRS for the 2025 financial year, as a distinct part of the Board of Directors Report within 2025 Annual Financial Report. Human Capital Risks The Group continues to monitor human capital-related risks, particularly those associated with the retention of critical expertise, succession planning for key positions and the preservation of institutional knowledge. These risks are evaluated within the framework of the Group’s risk management and HR management processes, with a view to identifying, in a timely manner, areas that may require additional mitigating actions or the strengthening of existing controls. Regulatory & Compliance Operational Risks The Group operates within a complex and continuously evolving regulatory landscape, marked by heightened requirements relating to data protection, digital operational resilience, cybersecurity and the
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 30 adoption of emerging technologies. Such developments may increase operational complexity, require enhanced cross -functional coordination and give rise to legal, operational or reputational risks where regulatory obligations are not implemented in a timely, consistent and effective manner. The Group continuously monitors relevant regulatory developments through its designated functions and established governance and risk management mechanisms. Risks related to Artificial Intelligence and Emerging Technologies The increasing adoption of Artificial Intelligence and other emerging technologies presents both opportunities and risks for the Group, particularly in relation to the reliability of outputs, data quality and governance, regulatory compliance, and stakeholder trust. During the reporting period, the Group continued to enhance its approach to the governance and management of such risks, considering evolving regulatory requirements and the principles of responsible technology use. Third-Party and Outsourcing Risk The Group’s reliance on external service providers, business partners and other third parties may give rise to risks relating to the continuity of critical services, data protection, operational resilience, service quality and compliance with internal policies and regulatory requirements. During the reporting period, third-party risk management remained an area of heightened focus within the Group’s broader operational risk management and resilience framework. Operational resilience Risk Operational resilience remains a key priority for the Group, particularly given its reliance on technology infrastructure, critical internal processes and third -party services. Disruptions affecting infrastructure, systems, telecommunications, power supply or critical workflows could adversely impact the continuity and quality of services provided. The Group continues to strengthen its business continuity and critical service recovery capabilities to support the resilience of its operations. Geopolitical Risk During the reporting period, the Group continued to monitor developments in the geopolitical environment, including events in the Middle East and their potential implications for economic conditions, project execution and customer activity in relevant markets. Although no material adverse impact on the Group’s operations had been identified as at the date of this report, Management continues to assess developments and monitor any potential effects on operational continuity, growth prospects and the investme nt climate across the markets in which the Group operates.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 31 Alternative Performance Measures Alternative Performance Measures The Board of Directors’ report contains financial information and measures as derived from the Group and the Company’s financial statements for the six months period ended 30 June 2026 and 2025 and for the year ended 31 December 2025, with International Accounting Standard 34 “Interim Financial Reporting” and International Financial Reporting Standards (“IFRS”), as endorsed by the EU Additionally, it contains certain alternative performance measures ('APMs') as defined in the ESMA Guidelines on Alternative Performance Measures (ESMA/2015/1415), used as a normal part of our financial and management reporting. Such measures include: (i) EBITDA, Adjusted EBITDA, (ii) Adjusted EBITDA margin, (iii) LTM Adjusted EBITDA, (iv) net debt excluding SCI Net Proceeds, (v) net debt excluding SCI Net Proceeds to Adjusted EBITDA ratio and net debt, excluding SCI Net Proceeds, (excl. leases) to Adjusted EBITDA ratio, (vi) Gross profit margin, (vii) CAPEX and (viii) other Key Ratios (Liquidity Ratios, Leverage Ratio and Equity Ratio). These measures are non-IFRS financial measures. A non-IFRS financial measure is a measure that measures historical or future financial performance, financial position or cash flows but which excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We believe that these non - IFRS financial measures provide a more meaningful basis for analyzing the Group’s financial condition and operating results. In addition, the APMs, as calculated by the Group, may differ significantly from similarly titled information reported by other companies, and therefore may not always be comparable. The table below sets out a definition of each of the ratios and other data above. APM No. APM Definition 1 Total Current Assets/Total Assets Total current assets over total assets indicates how much of that portion of total assets is occupied by the current assets. 2 Total Current Assets/Total Current Liabilities Total current assets over total current liabilities indicates the ability of the company to meet its current liabilities with current assets. 3 Net Debt/Equity Net debt, excluding SCI Net Proceeds, over total equity indicates the degree to which a company is financing its operations with debt rather than its own resources. 3.1 Net Debt (excl. leases)/Equity Net debt, excluding SCI Net Proceeds, without leases over total equity indicates the degree to which a company is financing its operations with debt rather than its own resources, after excluding the effect of lease liabilities. 4 Total Equity/Total Assets Total equity over total assets indicates how much of a company’s assets are funded by issuing stock rather than borrowing. 5 Net debt Net debt, excluding SCI Net Proceeds, is a financial metric we use to measure the net debt position, and it represents current and non- current elements of borrowings, government grants related to debt and lease liabilities, less cash and cash equivalents. Also, the effect from the Share Capital Increase (“SCI”) is deducted for comparability purposes. We believe it is a relevant metric used by investors when assessing the net financial leverage of companies, as well as by rating agencies and creditors to assess the level of net indebtedness. For the reconciliation table, see below “—Net debt”.
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 32 APM No. APM Definition 6 EBITDA (as applicable for the six-month period ended 30 June 2026) Defined as profit/(loss) for the period before: tax expense, net finance expenses, depreciation and amortization, shares of results of associates & JVs accounted for using the equity method and net other gains/losses. For the reconciliation table, see below “— EBITDA/Adjusted EBITDA”. 6.1 Adjusted EBITDA (as applicable for the six-month period ended 30 June 2025) Defined as profit/(loss) for the period before: tax expense, net finance expenses, depreciation and amortization, shares of results of associates & JVs accounted for using the equity method, net other gains/losses and reorganisational and other expenses. For the reconciliation table, see below “—EBITDA/Adjusted EBITDA” 6.2 LTM Adjusted EBITDA Defined as Adjusted EBITDA for the trailing twelve months. 7 Net debt to adjusted EBITDA Net debt, excluding SCI Net Proceeds, to adjusted EBITDA ratio measures our ability to service or repay our debt if Net debt and adjusted EBITDA remain constant. 8 Net debt (excl. leases) to adjusted EBITDA ratio Net debt, excluding SCI Net Proceeds, without leases to adjusted EBITDA ratio measures our ability to service or repay our debt if net debt and adjusted EBITDA remain constant, after excluding the effect of lease liabilities. 9 Net profit / (loss) Stands for the Profit / (Loss) for the period. 10 Adjusted EBITDA margin (as applicable for the six-month period ended 30 June 2025) Defined as Adjusted EBITDA as a percentage of revenue. For the reconciliation table, see below “—Adjusted EBITDA margin”. 11 Gross profit margin Gross profit over revenue. 12 CAPEX to revenue Stands for investing cash flow for tangible and intangible assets as a percentage of revenue. 13 Adjusted operating profit/(losses) (as applicable for the six-month period ended 30 June 2025) Stands for operating profit/ (losses) excluding reorganisational and other expenses. Net debt Similar to others in the industry, we monitor the level of our Net debt, as per the following table: 30 June 2026 31 December 2025 In € 000s Borrowings (current and non-current) .................................................... 63,126 68,908 Lease liabilities (current and non-current) ............................................... 20,920 21,747 Government Grant 3,848 4,086 Less: cash and cash equivalents ........................................................... (21,030) (55,141) Net debt .......................................................................................... 66,864 39,600 Net debt (without leases) .................................................................... 45,944 17,853 Capital Raise from IPO .......................................................................... 57,330 57,330 Use of IPO proceeds ............................................................................. (38,078) (31,820) IPO Expenses (paid until 30 June 2026) .................................................. (9,614) (9,614)
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 33 30 June 2026 31 December 2025 Net debt (excl. SCI Net Proceeds) ..................................................... 76,502 55,496 Net debt (excl. SCI Net Proceeds) (w/o leases) .................................... 55,582 33,749 Source: Data used to compute the APMs derived from Financial Statements. EBITDA/Adjusted EBITDA EBITDA serves as an additional indicator of our operating performance and not as a replacement for measures such as cash flows from operating activities and operating income. We believe that EBITDA is useful to investors as a measure of operating performan ce because it eliminates variances caused by the amounts and types of capital employed and amortization policies, as well as other non-cash or non-recurring items (as applicable for the six -month period ended 30.6.2025, “Adjusted EBITDA”) and helps investo rs evaluate the performance of our underlying business. In addition, we believe that EBITDA is a measure commonly used by analysts and investors in our industry. Accordingly, we have disclosed this information to permit a more complete analysis of our operating performance. Other companies may calculate EBITDA in a different way. EBITDA is not a measurement of financial performance under IFRS and should not be considered an alternative to cash flow provided by or used in operating activities or as a measure of liquidity or an alternative to net profit/(loss) as an indicator of our operating performance or any other measure of performance derived in accordance with IFRS. The reconciliation of profit/ (loss) to EBITDA/Adjusted EBITDA, as defined in the table above, is as follows: For the period ended 30 June, For the year ended 31 December 2025* 2026 2025* In € 000s Profit/ (Loss) ....................................................................................... (555) (5,189) 9,585 Add back/(deduct): Depreciation and amortization ............................................................. 9,333 6,942 15,318 Net finance expenses ........................................................................... 2,315 1,413 4,622 Tax expense ........................................................................................ 719 1,071 6,154 Shares of results of associates & JVs accounted for using the equity method (gains) / losses ........................................................................ 1,699 1,142 3,040 Net other (gains) / losses ...................................................................... (147) - (3,582) Reorganisational and other expenses .................................................... - 7,621 8,101 EBITDA ................................................................................................ 13,364 13,001 43,238 Source: Data used to compute the APMs derived from Financial Statements. *Adjusted EBITDA applicable only to H1 2025 & FY 2025
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Board of Directors’ Report for the six months ended 30 June 2026 Alternative Performance Measures Highlights of the Period Economic and Financial Review Risk Management 34 LTM adjusted EBITDA For the period ended 30 June 2026 EBITDA FY. 2025* ........................................................................................................ 43,238 EBITDA 1H.2025* ........................................................................................................ 13,001 EBITDA 2H. 2025* ....................................................................................................... 30,237 EBITDA 1H.2026 .......................................................................................................... 13,364 LTM Adjusted EBITDA 1H.2026 ................................................................................... 43,601 Source: Data used to compute the APMs derived from Financial Statements. *Adjusted EBITDA applicable only to H1 2025 & FY 2025 EBITDA/ Adjusted EBITDA & EBITDA/ Adjusted EBITDA margin per segment EBITDA & EBITDA margin per segment for the six-month period ended 30 June 2026 30.06.2026 In € 000s Software & Technology Platforms as a Service (PaaS) Portfolio management Adjustments & eliminations Group Operating Profit/(Loss) (2,432) 6,413 51 - 4,031 Depreciation & amortization 5,744 1,845 1,745 9,333 EBITDA 3,311 8,257 1,796 - 13,364 Adjusted EBITDA & Adjusted EBITDA margin per segment for the six-month period ended 30 June 2025 30.06.2025 In € 000s Software & Technology Platforms as a Service (PaaS) Portfolio management Adjustments & eliminations Group Operating Profit/(Loss) excl. reorganization and other expenses 244 4,772 1,136 (93) 6,059 Depreciation & amortization 3,121 3,174 648 - 6,942 Adjusted EBITDA 3,365 7,945 1,784 (93) 13,001 Source: Data used to compute the APMs derived from Financial Statements. Marousi, 14 September 2026 The Executive Chairman of the Board of Directors Orestis Tsakalotos The Group Chief Executive Officer Miltiadis Georgantzis The Board of Director member Mohammad Kamal Syed
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Board of Directors’ Report for the six months ended 30 June 2026 35 Disclaimer The statements, information and opinions set out in the Board of Director’s Report have been provided by Qualco Group S.A. (the “Company”) (together with its consolidated subsidiaries (the “Group” or “Qualco Group”). They serve informational only purposes and should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities and do not take into account particular investment objectives, financial situation or needs. It is not a research report, a trade confirmation or an offer or solicitation of an offer to buy/sell any securities. Accuracy of Information and Limitation of Liability Whilst reasonable care has been taken to ensure that its contents are true and accurate, no representations or warranties, express or implied are given in, or in respect of the accuracy or completeness of any information included in the Board of Director’s Report. To the fullest extent permitted by law in no circumstances will the Company, or any of its respective subsidiaries, shareholders, affiliates, representatives, directors, officers, employees, advisers or agents be responsible or liable for any dire ct, indirect or consequential loss or loss of profit arising from the use of the Board of Director’s Report, its contents (including the internal estimations), its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of the Board of Director’s Report are not to construe its contents, or any prior or subsequent communications from or with the Company or its representatives as financial, investment, legal, tax, business, or other professional advice. In addition, the Board of Director’s Report does not purport to be all- inclusive or to contain all the information that may be required to make a full analysis of the Company. Recipients of the Board of Director’s Report should consult with their own advisers and should each make their own evaluation of the Company and the Group and of the relevance and adequacy of the information. The Board of Director’s Report includes certain non-IFRS financial measures. These measures are presented in this section under “ESMA Alternative Performance Measures (APMs), definition of financial data and ratios used” and may not be comparable to those of other companies. Reference to these non- IFRS financial measures should be considered in addition to IFRS financial measures but should not be considered a substitute for results that are presented in accordance with IFRS. Moreover, certain financial and statistical information in the Board of Director’s Report has been subject to rounding off adjustments. Accordingly, the sum of certain data may not conform to the expressed total. This presentation also includes several key financial and operating measures, to track the performance of the Company’s business. None of these items are a measure of financial performance under generally accepted accounting principles, including IFRS, nor have these measures been reviewed by an external auditor, consultant or expert. These measures are derived from management information systems. As these terms are not determined in accordance with generally accepted accounting principles, thus being susceptible to varying calculation, the measures presented may not be comparable to other similarly titled measures terms used by others. Forward-Looking Statements The Board of Director’s Report may forward -looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target”, “believe”, “expect”, “aim”, “intend”, “may”, “anticipate”, “estimate”, “plan”, “project”, “guidance”, “will”, “can have”, “likely”, “should”, “would”, “could” and any other words and terms of similar meaning or the negative thereof. The Board of Director’s Report also includes certain medium-term guidance related to the Company’s business. Such information is given only as of this date and the Company is under no obligation to provide any update. By their nature, these forward- looking statements and medium -term guidance are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and its investments, including, among other things, the
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Board of Directors’ Report for the six months ended 30 June 2026 36 development of its business, strategy, trends in its operating environment, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements and medium-term guidance may not occur. Information contained in the Board of Director’s Report regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company’s ability to implement forward -looking information or medium -term guidance is subject to uncertainties and contingencies, some of which are beyond its control, and no assurance can be given that the Company will be able to reach its outlook or that its financial condition or results of operations will not be materially different from such information. In addition, even if the Company’s results of operations, including the financial condition and liquidity and the development of the industry in which it operates, are consistent with the forward-looking statements or medium-term guidance contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. The Company does not undertake any obligation to update, supplement, amend or revise any forward-looking statements or medium-term guidance, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements or medium-term guidance, which speak only as of the date of this Board of Director’s Report. No representation or warranty is made that any forward-looking statement or medium-term guidance will come to pass. Forward Looking Statements reflect knowledge and information available at the date of the Board of Director’s Report and are subject to inherent uncertainties and qualifications and are based on numerous assumptions, in each case whether or not identified in the Board of Director’s Report. Although Forward Looking statements contained in the Board of Director’s Report are based upon what management of the Company believes are reasonable assumptions, because these assumptions are inherently subject to significant uncertainties and contingencies, including the progress in disinflation, risks related to increased geopolitical tensions, and to increased market volatility due to escalating trade tensions (tariffs) that are difficult or impossible to predict and are beyond the Company’s control, no assurance can be provided that the company will achieve or accomplish these expectations, beliefs or projections.
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37 Independent Auditor’s Review Report Independent Auditor's Review Report (This report has been translated from Greek original version) To the Board of Directors of “QUALCO GROUP S.A.” Report on Review of Interim Financial Information Introduction We have reviewed the accompanying condensed separate and consolidated statement of financial position of “QUALCO GROUP SA.” as of June, 30 2026 and the related separate and consolidated condensed income statement and statement of comprehensive income, statements of changes in equity and cash flows for the six-month period then ended, and the selected explanatory notes that comprise the interim condensed financial information, which forms an integral part of the six -month financial report under Law 3556/2007. Management is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with the International Financial Reporting Standards as adopted by the European Union and apply for interim financial reporti ng (International Accounting Standard “IAS 34”). Our responsibility is to express a conclusion on these interim condensed financ ial statements based on our review. Scope of Review We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Auditing Standards as incorporated into the Greek Law and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34. Report on other Legal and Regulatory Requirements Based on our review, we did not identify any material misstatement or error in the representations of the members of the Board of Directors and the information included in the six -month Board of Directors Management Report, as required under article 5 and 5a of Law 3556/2007, in respect of condensed separate and consolidated financial information. Athens, September 14, 2026 The Certified Public Accountant Christina Tsironi SOEL. Reg 36671
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Interim Financial Statements First half 2026 Group and Company Interim Financial Statements As at and for the six-month period ended 30 June 2026 These c ondensed consolidated and separate Interim Financial Statements as at and for the six-month period ended 30 June 2026 (the “Interim Financial Statements”) have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” and International Financial Reporting Standards (“IFRS”), as endorsed by the EU, approved by the Board of Directors of “Qualco Group S.A., on 14 September 2026, and are available at the Company’s website https://qualco.group/financial-reports/. The Executive Chairman of the Board of Directors The Gro up Chief Executive Officer The C hief Financial Officer The Accounting Director Orestis Tsakalotos Miltiadis Georgantzis Nikolaos Kontopoulos Grigoris Sandalidis
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Group and Company Interim Financial Statements Statement of Financial Po sition as at 30 June 2026 39 Statement of Financial Position Group Company In ‘000 Euro Note 30.06.2026 31.12.2025 * 30.06.2026 31.12.2025 ASSETS Non-current assets Property, plant and equipment 17,576 17,726 - - Right-of-use assets 19,541 20,371 271 61 Goodwill 7 17,306 17,306 - - Other intangible assets 6 49,672 46,133 - - Investments in subsidiaries 7 - - 13,594 13,594 Investments in associates 8 11,958 11,621 22 22 Deferred tax assets 9 13,730 10,319 2,792 2,616 Other financial assets 10 6,108 6,828 23,309 17,200 Contract Costs 11 8,654 6,510 - - Other non-current assets 3,755 3,683 21 13 Total non-current assets 148,300 140,497 40,009 33,506 Current assets Inventories 83 80 - - Trade and other receivables 12 36,297 40,532 - - Income tax assets 5,765 5,874 16 4 Contract assets 13 37,677 34,886 - - Financial assets 10 4,241 2,869 17 - Contract costs 110 110 - - Other current assets 14 14,405 9,519 18,011 21,072 Cash and cash equivalents 15 21,030 55,141 10,302 15,896 Total current assets 119,608 149,011 28,346 36,972 Total assets 267,908 289,508 68,355 70,478 EQUITY AND LIABILITIES Equity Share capital 16 70,030 70,030 70,030 70,030 Share premium and other reserves (12,578) (12,570) (8,019) (8,009) Retained earnings 32,650 40,583 (20) 3,536 Translation reserve (364) (134) - - Equity attributable to owners of the Company 89,738 97,909 61,991 65,557 Non-controlling interests 27 8,364 8,784 - - Total equity 98,102 106,693 61,991 65,557 LIABILITIES Non-current liabilities Borrowings 17 40,568 41,461 - - Lease liabilities 15,534 16,870 176 43 Deferred tax liabilities 3,459 4,414 - - Retirement benefit obligation 1,466 1,253 105 92 Long term derivative financial liabilities 3.3 700 1,817 - - Government grants 3,153 3,345 - - Other non-current liabilities 6,233 5,582 - - Total non-current liabilities 71,113 74,742 281 135 Current liabilities Trade and other payables 19,683 17,786 1,979 1,720 Borrowings 17 22,558 27,447 - - Lease liabilities 5,386 4,878 97 18 Derivative financial liabilities - - - - Contract liabilities 3,484 3,175 - - Government grants 695 741 - - Dividends payable 18 11,150 8,000 3,150 - Income tax liabilities 19 16,629 13,386 - - Other current liabilities 20 19,108 32,660 857 3,048 Total current liabilities 98,693 108,073 6,083 4,786 Total liabilities 169,806 182,815 6,364 4,921 Total equity and liabilities 267,908 289,508 68,355 70,478 * The comparative consolidated statement of financial position as at 31 December 2025 has been restated in accordance with IFRS 3.49 to reflect measurement period adjustments to prior -period business combinations as if the acquisition accounting had been com pleted at the respective acquisition dates. See Note 7 for further details. Th e notes on pages 45 to 71 form an integral part of these Interim Financial Statements.
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Group and Company Interim Financial Statements Statement of Profit or Loss for the six-month period ended the 30 June 2026 40 Statement of Profit or Loss Group Company six-month period ended six-month period ended In ‘000 Euro Note 30.06.2026 30.06.2025 30.06.2026 30.06.2025 Revenue 21 101,124 88,642 - - Cost of sales (60,630) (51,666) - - Gross profit 40,494 36,976 - - Administrative expenses (23,804) (20,083) (2,386) (145) Sales & marketing expenses (12,640) (10,842) (403) - Net other income / (expenses) (19) 8 1,945 4,345 Other gains 147 - - - Reorganisation and other expenses 22 - (7,621) - (4,345) Operating profit / (loss) 4,178 (1,562) (844) (145) Finance income 561 350 499 28 Finance expenses 23 (2,876) (1,763) (7) (5) Finance expense - net (2,315) (1,413) 492 23 Share of results of associates accounted for using the equity method (1,699) (1,142) - - Profit / (Loss) before income tax 164 (4,117) (352) (122) Tax benefit / (expense) (719) (1,072) 123 - Profit / (Loss) for the period (555) (5,189) (229) (122) Profit / (Loss) profit for the period attributable to: - Owners of the parent company (4,560) (9,369) (229) (122) - Non-controlling interests 4,005 4,180 - - Earnings per share (Euro) - Basic and diluted 24 (0.07) (0.15) (0.00) (0.00) The notes on pages 45 to 71 form an integral part of these Interim Financial Statements.
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Group and Company Interim Financial Statements Statement of Comprehensive Income for the six-month period ended the 30 June 2026 41 Statement of Comprehensive Income Group Company six-month period ended six-month period ended In ‘000 Euro Note 30.06.2026 30.06.2025 30.06.2026 30.06.2025 Profit / (loss) for the period (555) (5,189) (229) (122) Other comprehensive income / (expense): Items that may be subsequently reclassified to profit or loss Foreign exchange differences on translation of foreign operations (230) 85 - - Total of items that will be reclassified to the Statement of Profit or Loss (230) 85 - - Items that will not be reclassified subsequently to profit or loss: Remeasurement of the net defined benefit liability / asset, net of tax - - - - Deferred tax on actuarial gains - - - - Financial assets measured at Fair Value through Other Comprehensive Income (“FVTOCI”), net of tax (49) 302 - - Total of items that will not be reclassified to the Statement of Profit or Loss (49) 302 - - Other comprehensive income for the period (net of tax) (279) 387 - - Total comprehensive income / (expense) for the period after tax (834) (4,802) (229) (122) Total comprehensive profit / (loss) for the period attributable to: - Owners of the parent company (4,839) (8,982) (229) (122) - Non-controlling interests 4,005 4,180 - - The notes on pages 45 to 71 form an integral part of these Interim Financial Statements.
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Group and Company Interim Financial Statements Statement of Changes in Equity – Group for the six-month period ended the 30 June 2026 42 Statement of Changes in Equity - Group Attributed to equity holders of the Parent Company In ‘000 Euro Note Share Capital Ordinary shares Share premium and other Reserves Retained Earnings Translation Reserves Total Non-controlling Interests Total Equity Balance at 31 December 2024 and at 1 January 2025 as adjusted following the Share-for-Share Exchange 58,905 (53,536) 41,918 (144) 47,143 3,241 50,384 Profit / (loss) for the period - - (9,368) - (9,368) 4,179 (5,189) Other comprehensive income / (loss) for the period - 302 - 85 387 - 387 Total comprehensive income/(expense) for the period - 302 (9,368) 85 (8,981) 4,179 (4,802) Initial share capital by establishment 25 - - - 25 - 25 Share Capital increase (IPO) 10,500 46,830 - - 57,330 - 57,330 IPO share awards 600 (600) - - - - - Share Capital increase expenses - (8,745) - - (8,745) - (8,745) Share based payments (IPO share awards) - 3,276 - - 3,276 - 3,276 Acquisition of subsidiary - - - - - 736 736 Transfer to / from reserves - 145 (145) - - - - Other movements - (34) 52 - 18 - 18 Dividend Distribution - - - - - (1,543) (1,543) Balance at 30 June 2025 70,030 (12,362) 32,457 (59) 90,066 6,613 96,679 Movements to 31 December 2025 - (208) 8,413 (75) 8,130 2,016 10,146 Balance at 31 December 2025 and at 1 January 2026 70,030 (12,570) 40,870 (134) 98,196 8,629 106,825 Measurement period adjustments (Note 7) - - (287) - (287) 155 (132) Balance at 31 December 2025* and at 1 January 2026*, as adjusted following the measurement period adjustments 70,030 (12,570) 40,583 (134) 97,909 8,784 106,693 Profit / (loss) for the period - - (4,560) - (4,560) 4,005 (555) Other comprehensive income / (loss) for the period - (49) - (230) (279) - (279) Total comprehensive income / (expense) for the period - (49) (4,560) (230) (4,839) 4,005 (834) Share Capital increase expenses - (187) - - (187) - (187) Transfer to / from reserves - 227 (227) - - - - Other movements - 1 4 - 5 - 5 Dividend Distribution - - (3,150) (3,150) (4,425) (7,575) Balance at 30 June 2026 70,030 (12,578) 32,650 (364) 89,738 8,364 98,102 The notes on pages 45 to 71 are an integral part of these Interim Financial Statements. * The opening balance as at 1 January 2026 has been restated in accordance with IFRS 3.49 to reflect measurement period adjustments to prior-period business combinations as if the acquisition accounting had been completed at the respective acquisition dates. See Note 7 for further details
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Group and Company Interim Financial Statements Statement of Changes in Equity – Company for the six-month period ended the 30 June 2026 43 Statement of Changes in Equity - Company In ‘000 Euro Note Share Capital Ordinary shares Share premium and other Reserves Retained Earnings Total Equity Balance at 31 December 2024 and at 1 January 2025 as adjusted following the Share- for-Share Exchange - - - - Profit / (loss) for the period - - (122) (122) Other comprehensive income / (loss) for the period - - - - Total comprehensive income / (expense) for the period - - (122) (122) Initial share capital by establishment 25 - - 25 Share-for-Share Exchange 58,905 (48,565) - 10,340 Share Capital increase (IPO) 10,500 46,830 - 57,330 Share Capital increase expenses - (8,745) - (8,745) IPO share awards 600 (600) - - Share based payments (IPO share awards) - 3,276 - 3,276 Other movements - (34) - (34) Balance at 30 June 2025 70,030 (7,838) (122) 62,070 Movements to 31 December 2025 - (171) 3,658 3,487 Balance at 31 December 2025 and at 1 January 2026 70,030 (8,009) 3,536 65,557 Profit / (loss) for the period - - (229) (229) Other comprehensive income / (loss) for the period - - - - Total comprehensive income / (expense) for the period - - (229) (229) Share Capital increase expenses - (187) - (187) Transfer to / from reserves - 177 (177) - Dividend Distribution - - (3,150) (3,150) Balance at 30 June 2026 70,030 (8,019) (20) 61,991 The notes on pages 45 to 71 are an integral part of these Interim Financial Statements.
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Group and Company Interim Financial Statements Statement of Cash Flow for the six month period ended the 30 June 2026 44 Statement of Cash Flow Group Company In ‘000 Euro six-month period ended six-month period ended Note 30.06.2026 30.06.2025 30.06.2026 30.06.2025 Profit / (loss) for the period before tax 164 (4,117) (352) (122) Adjustments for: Share of results of associates 1,699 1,142 - - Depreciation of property, plant and equipment 1,693 1,058 - - Depreciation of right-of-use assets 2,547 2,447 42 - Amortisation of intangibles assets 5,093 3,437 - - Provisions for employee benefits 460 177 13 - Finance income (323) (350) (499) (28) Finance expenses 2,876 1,764 7 5 Amortization of government grants (238) - - - Fair Value (gain)/loss on financial assets at FVPTL (147) - - - Share based payments (IPO share awards) - 3,276 - - 13,824 8,834 (789) (145) Changes in working capital: Decrease / (Increase) in inventories (3) (5) - - (Increase) / decrease in trade and other receivables (599) 4,457 3,023 (4,485) (Increase) / decrease in contract assets & contract costs (5,504) (8,416) - - Increase / (decrease) in trade payables 2,174 1,881 18 2,583 Increase / (decrease) in contract liabilities (deferred income) 309 915 - - Increase / (decrease) in other liabilities (11,296) 1,235 (2,190) 2,147 Cash flows from operating activities (1,095) 8,901 62 100 Corporate income tax paid (1,747) (2,404) - - Net cash flows generated from / (used in) operating activities (2,842) 6,497 62 100 Cash flows from investing activities: Prepayments for share capital increase in subsidiaries - - - (4,957) Purchase of property, plant and equipment (1,544) (1,685) - - Purchases of intangible assets (8,566) (5,732) - - Payments to acquire financial assets (1,513) (394) - - (Acquisition)/disposal of subsidiary, exc. cash and cash equivalents, including deferred payments (2,170) (8,272) - - Increase in the investment cost of associate 8 (2,036) (3,570) - - Interest received 165 12 75 - Net cash flows generated from/(used in) investing activities (15,664) (19,641) 75 (4,957) Cash flows from financing activities: Proceeds from initial share capital increase - 25 - 25 Proceeds from share capital increase (IPO) - 57,330 - 57,330 Expenses attributable to share capital increase (240) (3,277) - (3,277) Proceeds from borrowings 500 25,075 - - Repayment of borrowings (6,357) (3,509) - - Repayment of lease liabilities (2,937) (2,963) (44) - Loans granted to related parties - - (5,685) (5,385) Interest paid (2,146) (1,159) (2) - Dividends paid - Minority (4,425) - - - Dividends paid – Shareholders of the parent - (4,000) - - Net cash flows generated from / (used in) financing activities (15,605) 67,522 (5,731) 48,693 Net increase/(decrease) in cash and cash equivalents (34,111) 54,378 (5,594) 43,836 Cash and cash equivalents at beginning of year 55,141 13,001 15,896 - Cash and cash equivalents of subsidiaries acquired - 1,365 - - Effect of foreign exchange rate changes - 49 - - Cash and cash equivalents at end of year 15 21,030 68,793 10,302 43,836 The notes on pages 45 to 71 are an integral part of these Interim Financial Statements.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 45 Note 1: General information Qualco Group S.A. (hereinafter the “Company”, or “Qualco Group” or “Qualco”) was established on 8 February 2025 and on 13 March 2025 became the new parent company of the Qualco group by acquiring 100% of the shares of Qualco Holdco Limited via a share for share exchange. Qualco’s shares have been listed on the Athens Exchange since 15 May 2025. The Company’s registered office address is at Kifisias 66 Ave, Marousi 151 25, Athens, Greece (with Greek General Commercial Registry under number 182289601000 (LEI code 213800VCK5R9CA1YO339), phone number is +30 210 6198903 and website https://qualco.group/. The Company’s is a holding company of the Group (“parent Company”), which currently consists of subsidiaries active in Greece, UK, Cyprus, France and the United Arab Emirates (“UAE”) (see Note 26 “Group companies”). The Company’s main activity as of its incorporation is to function as a management holding company, and among others, its activities also include the provision of administrative, tax, accounting, and IT services, secretarial coverage, service, organization, support, and generally the provision of HR services, advisory on sales promotion methods, financial management, and generally the provision of services in relation to the organization, management, and administration of companies, including the provision of advice and services on economic, investment, and business planning and programming; services related to the design, organization, presentation, improvement, and promotion of corporate business activities. Business activity is conducted through the Company’s subsidiaries, associates and joint ventures, whose main activities are : (a) the development, distribution, and support of advanced software products and business solutions, including cloud-native platforms and customized Agentic Solutions, that embed Internet of Things (IoT), data analytics and artificial AI technologies, and cover every aspect of the data value chain, including digitization, analysis and optimization, and client interaction ; (b) providing analytics -driven and highly scalable enterprise software solutions in the wider credit management space, including next generation, proactive and tailor -made debt management software; (c) providing a wide range of services related to inform ation technology infrastructure; (d) managing credit claims (including, without limitation, non -performing loan portfolios); (e) providing operations digitalization services across banking and non-banking sectors; and (f) providing non-banking receivables management and collection, as well as real estate asset management. The Board of Directors consists of the following members: Executive Member – Chairman Orestis Tsakalotos Independent Non-Executive Member – Vice-Chairman Mohammad Kamal Syed Executive Member – Group CEO Miltiadis Georgantzis Independent Non-Executive Members Katherine Verner Steven Thomas Edwards Non-Executive Member – Amely Director (*) Omar Maasarani Non-Executive Member Nikoletta Fouska (*) Amely S.à r.l. shall have the right to directly appoint one (1) member to the Board of Directors, pursuant to Article 79 of L aw 4548/2018 and Law 4706/2020, who shall meet the suitability criteria in accordance with the Company’s suitability policy as each time in force in accordance with applicable laws and regulations (the "Investor's Advisor") as long as Amely S.à r.l. remain a shareholder of the Company and represent at least 5% of the pai d-in share capital of the Company.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 46 The members of the Board of Directors were initially elected pursuant to Article 19 of the Articles of Association by resolution of the General Meeting dated 24 March 2025, and the Board of Directors was constituted into a body by resolution dated 24 March 2025, for a three -year term expiring on 24 March 2028. Following the resolution of the Ordinary General Meeting dated 30 June 2026, a new member was elected to the Board of Directors, whose term of office expires simultaneously with that of the remaining members, on 24 March 2028. Major Shareholders Shareholders that own, directly or indirectly, at least 5% of the total shares and voting rights of the Company as at 30 June 2026, are Wokalon Finances Limited (“Wokalon”), which holds 61.88%, and Amely S.a.r.l. (“Amely”) which holds 7.70%, of the Company’s total shares and total voting rights. Note 2: Basis of preparation and summary of material accounting policies 2.1 Basis of preparation The condensed unaudited consolidated and separate interim financial statements as at and for the six -month period ended 30 June 2026 (the “Interim Financial Statements”) have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”. These Interim Financial Statements include selec ted explanatory notes and, accordingly, do not include all the information and disclosures required in a full set of annual financial statements. They should therefore be read in conjunction with the Group’s annual consolidated and separate financial statements for the year ended 31 December 2025. Qualco Group S.A. was incorporated on 8 February 2025 as a single-member société anonyme under the name Qualco Group Single Member S.A. On 13 March 2025, its shareholders, Amely and Wokalon, exchanged their shares in Qualco Holdco Limited for shares in Qualco Group S.A. pursuant to the Share-for-Share Exchange. The same parties controlled both entities before and after the Share-for-Share Exchange and the Group’s structure otherwise remained unchanged. As a result, the Share -for-Share Exchange was accounted for as a common control transaction and the consolidated financial information reflects the continuation of the pre-existing Group. These Interim Financial Statements have been prepared under the historical cost convention, except for financial assets measured at fair value through other comprehensive income and financial assets and financial liabilities, including derivative instruments, measured at fair value through profit or loss. For further information, refer to Note 3.3 “Fair value estimation”. The accounting policies applied in the preparation of these Interim Financial Statements are consistent with those applied in the annual consolidated and separate financial statements for the year ended 31 December 2025, except for new or amended standards and interpretations effective from 1 January 2026 and any accounting policy updates relevant to the interim period, as described in Note 2.4 “Material accounting policies”. These Interim Financial Statements have been prepared on a going concern basis; refer to Note 2.2. The Group’s presentation currency is the Euro (€), which is the functional currency of the parent company. Unless otherwise stated, the financial information presented in thousands of Euro has been rounded to the nearest thousand. 2.2 Going concern Going concern conclusion The Board of Directors has assessed the Group’s and the Company’s ability to continue as a going concern, taking into consideration their financial performance, liquidity position, forecast cash flows and available financing arrangements. In performing its assessment, the Board considered that: a) the Group reported revenues of €101.1 million and operating profit of €4.2 million for the six -month period ended 30 June 2026, demonstrating a significant improvement compared to the corresponding prior-year period;
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 47 b) the Group's profitability and operating cash flows have historically been weighted towards the second half of the financial year, as evidenced by the significantly stronger performance achieved during the second half of 2025 compared to the first half of 2025. Taking into account this historical trend, together with the current pipeline of contracted and expected business, the Group's approved three- year business plan and the anticipated contribution from acquisitions and new ventures established since 2025, management expects improved profitability and cash generation during the second half of 2026 and beyond; c) as at 30 June 2026, the Group maintained cash and cash equivalents of €21.0 million and a current ratio of approximately 121%; d) the Group continues to maintain access to financing and, subsequent to the reporting date, entered into additional borrowing arrangements, as disclosed in Note 29, further strengthening its liquidity position and financing flexibility. Based on the above assessment, the Board of Directors concluded that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and therefore the going concern basis of accounting remains appropriate in the preparation of these Interim Financial Statements. 2.3 New and Amendments Standards and Interpretations New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective from 1 January 2026 and have been adopted by the European Union IFRS 9 & IFRS 7: “Amendments to the Classification and Measurement of Financial Instruments” In May 2024, the International Accounting Standards Board (IASB) issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”. Specifically, the new amendments clarify when a financial liability should be derecognis ed when it is settled by electronic payment. Also, the amendments provide additional guidance for assessing contractual cash flow characteristics to financial assets with features related to ESG -linked feuatures (environmental, social, and governance). IASB amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The above have been adopted by the European Union with effective date of 01/01/2026. There was no impact on the consolidated and separate Interim Financial Statements from the adoption of these amendments. Amendments to IFRS 9 and IFRS 7: “Contracts Referencing Nature-dependent Electricity” On 18 December 2024 the International Accounting Standards Board (IASB) issued amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures” to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs). Nature- dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. The amendments allow companies to better reflect these contracts in the financial statements, by a) clarifying the application of the ‘own-use’ requirements, b) permitting hedge accounting if these contracts are used as hedging instruments and c) adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. There was no impact on the consolidated and separate Interim Financial Statements from the adoption of these amendments. The amendments are effective for reporting periods beginning on or after 1 January 2026, with early adoption permitted. The above have been adopted by the European Union with effective date of 01/01/2026. Annual Improvements to IFRS Standards-Volume 11 In July 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards -Volume 11 addressing minor amendments to the following Standards: IFRS 1 ‘First -time Adoption of International Financial Reporting Standards’, IFRS 7 ‘Financial Instruments: Disclosures’, IFRS 9 ‘Financial Instruments’: IFRS 10 ‘Consolidated Financial Statements’, and IAS 7 ‘Statement of Cash Flows’. There was no impact on the consolidated and separate Interim Financial Statements from the adoption of these annual improvements. The amendments are effective for reporting periods
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 48 beginning on or after 1 January 2026, with early adoption permitted. The above have been adopted by the European Union with effective date of 01/01/2026. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union. IFRS 18 “Presentation and Disclosure in Financial Statements” (effective for annual periods starting on or after 01/01/2027) In April 2024 the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The objective of the Standard is to improve how information is communicated in an entity’s financ ial statements, particularly in the statement of profit or loss and in its notes to the financial statements. Specifically, the Standard will improve the quality of financial reporting due to a) the requirement of defined subtotals in the statement of profit or loss, b) the requirement of the disclosure about management -defined performance measures and c) the new principles for aggregation and disaggregation of information. The Group and the Company will assess the impact of the Standard on its Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2027. IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01/01/2027) In May 2024 the International Accounting Standards Board issued a new standard, IFRS 19 “Subsidiaries without Public Accountability: Disclosures”. The new standard allows eligible entities to elect to apply IFRS 19 reduced disclosure requirements instead of the disclosure requirements set out in other IFRS. IFRS 19 works alongside other IFRS, with eligible subsidiaries applying the measurement, recognition and presentation requirements set out in other IFRS and the reduced disclosures outlined in IFRS 19. This simplifies the preparation of IFRS financial statements for the subsidiaries that are in -scope of this standard while maintaining at the same time the usefulness of those financial statements for their users. IFRS 19 is effective from annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Group and the Company will assess the impact of the Standard on its Financial Statements. The above have not been adopted by the European Union Amendments to IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01/01/2027) IFRS 19 Subsidiaries without Public Accountability: Disclosures was developed based on the disclosure requirements in other IFRS Accounting Standards as at 28 February 2021. At the time of its issuance, IFRS 19 did not include reduced disclosure requirements introduced or amended after that date. In August 2025, the IASB amended IFRS 19 to incorporate reduced disclosure requirements for new and amended IFRS Accounting Standards issued between February 2021 and May 2024. IFRS 19 will continue to be updated when new or amended IFRS Accounting Standards are issued. The Group and the Company will assess the impact of the amendments on its Financial Statements . The above have not been adopted by the European Union. Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency” (effective for annual periods starting on or after 01/01/2027) In November 2025, the International Accounting Standards Board (IASB) issued amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates” to clarify how entities should translate financial statements from a non - hyperinflationary functional curre ncy into a hyperinflationary presentation currency. Under the amendments, all amounts in the financial statements (assets, liabilities, equity, income, expenses, including comparatives) shall be translated at the closing rate at the date of the most recent statement of financial position. Previously, assets and liabilities were translated at the closing rate, but income and expenses were translated at transaction rates. In addition, when an entity applies IAS 29 “Financial Reporting in Hyperinflationary Ec onomies” to a foreign operation whose functional currency is not hyperinflationary, comparative amounts for that foreign operation are restated using a general price index rather than the closing rate. The amendments also introduce additional disclosure requirements,
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 49 including disclosures regarding the application of the new translation requirements, instances where the presentation currency ceases to be hyperinflationary, and the provision of summarised financial information for affected foreign operations. The amendments are effective for annual reporting periods beginning on or after 1 January 2027, with early application permitted. The Group and the Company will assess the impact of the amendments on its Financial Statements. The above have not been adopted by the European Union. Amendments to IAS 28 “Fair Value Option for Investments in Associates and Joint Ventures” (effective for annual periods starting on or after 01/01/2027) In June 2026, the International Accounting Standards Board (IASB) issued amendments to IAS 28 “Investments in Associates and Joint Ventures” to clarify which entities can elect to measure their investments in associates and joint ventures at fair value thr ough the fair value option provided in IAS 28. Specifically, the amendments clarify that the term “similar entities”, as referred to in paragraphs 18 –19 of IAS 28, includes entities whose specified main business activity is investing in particular types of assets, as defined in IFRS 18 “Presentation and Disclosure in Financial Statements”. The amendments are effective for annual reporting periods beginning on or after the date an entity first applies IFRS 18, including when IFRS 18 is applied early. The Group and the Company will assess the impact of the amendments on its Financial Statements. The above have not been adopted by the European Union. IFRS 20 “Regulatory Assets and Regulatory Liabilities” (effective for annual periods starting on or after 01/01/2029) In May 2026, the International Accounting Standards Board (IASB) issued IFRS 20 “Regulatory Assets and Regulatory Liabilities”, which replaces IFRS 14 “Regulatory Deferral Accounts”. The Standard applies to entities that are subject to specific types of rate regulation and supplements the requirements of IFRS 15 “Revenue from Contracts with Customers”. Specifically, it addresses circumstances where the timing of revenue recognition under IFRS 15 differs from the timing when the related compensation is inclu ded in regulated rates charged to customers (“timing differences”). IFRS 20 requires the effects of such timing differences to be recognised in the financial statements through the recognition of regulatory assets and regulatory liabilities, as well as the related regulatory income and regulatory expenses, in order to reflect the total compensation to which an entity is entitled for the regulatory goods or services it supplies in each reporting period. The Standard also establishes requirements regarding the measurement, presentation and disclosures of such items. IFRS 20 applies for annual reporting periods beginning on or after 1 January 2029, with earlier application permitted. The Group and the Company will assess the impact of the Standard on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. 2.4 Material accounting policies The accounting policies used in the preparation of these Interim Financial Statements are consistent with those applied in the 2025 Financial Statements. Note 3 Financial risk management 3.1. Financial risk factors The Group and the Company are exposed to various financial risks, such as market risk (including currency risk and interest rate risk), credit risk, and liquidity risk. Financial risks are associated with the following financial instruments : accounts receivable, cash and cash equivale nts, accounts payable, other liabilities and borrowings and are described as follows: Market Risk Market Risk is the current or prospective risk to earnings and capital arising from adverse movements in foreign exchange rates and interest rates, as well as their levels of volatility. The overall risk management strategy of the Group mainly focuses on the unpredictability of financial markets and seeks to minimize their potential negative impact
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 50 on the financial performance of the Group. Risk management is carried out centrally by the Finance Department of the Group. The most significant types of market risk to which the Group is exposed are foreign exchange risk and interest rate risk: Foreign currency risk: Foreign current risk is the risk that the fair values of the cash flows of a financial instrument fluctuate due to foreign currency changes. The Group mainly operates in the EU, and most of its transactions are settled in Euros, however there are also transactions in British pounds and US dollars. As a result, the Group is exposed to foreign exchange rate risk. In particular, foreign currency risk arises when advisory fees and project costs, are incurred in foreign currencies. The Group does not use currency forward contracts but it periodicall y verifies and evaluates its exposure to foreign exchange risk and its significance to take appropriate actions, if required, to mitigate the risk. The Group’s exposure to foreign exchange risk varies throughout the year depending on the volume of foreign - currency transactions. The Group’s foreign exchange exposure is considered as highly immaterial. Interest rate risk: The Group is exposed to risk from the fluctuations of interest rates, arising from bank loans with floating rates. The Group is therefore exposed to the floating interest rates prevailing in the market, which affect both the financial position and the cash flows. The cost of borrowing may increase, or decrease because of these changes, creating profits or losses. With regards to long- term borrowings, the Group’s management regularly monitors interest rate fluctuations and assesses the need to take relevant positions to hedge risks, when and if necessary. A significant part of the Group’s borrowings is linked to floating rates, and all borrowings are denominated in Euros. The Group is exposed to the risk of variances in future cash flows due to changes in interest rates. The Group monitors interest rate trends, as well as the duration and nature of the Group’s financing requirements. Decisions on loan terms, as well as the extent of loans with variable or fixed interest rates, are considered separately on an individual case -by- case basis. Credit Risk Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. Defaulted payments on trade and other receivables could potentially adversely affect the liquidity of the Group. To minimise credit risk, the Group has adopted a policy of dealing only with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults. As a result of the current market conditions, management ensures that procedures ar e followed to monitor work in progress, and that invoicing and receipts are strictly controlled, particularly for new contracts. For several customers, the Group is protected against credit risk by management obtaining letters of guarantee from a bank to ensure the execution and full payment of the contracts in place. In addition, most of the receivables come from large organizations, (e.g., multinational companies, banks, etc). In management’s judgment of, appropriate provisions for impairment losses are recognised based on specific credit risk. Potential credit risk also exists for cash and cash equivalents. In such cases, the risk may arise from counterparties failure to fulfil their obligations towards the Group. To manage this credit risk, the Group sets limits to the degree of exposure for each financial institution, within the scope of the policies of the Board of Directors. 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. The Group manages its liquidity needs by carefully monitoring its debts, long- term and short-term financial liabilities, and available funding, and maintaining sufficient cash to meet the Group’s obligations. Liquidity requirements are monitored daily, weekly and on a rolling 30-day basis across various time zones. Long-term liquidity requirements for the 6 months ahead and the following year are calculated monthly.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 51 Regarding cash management, the Group intends to ensure its ability to continue its operations unhindered, secure returns for shareholders and benefits for other parties associated with the Group, whilst maintaining an optimal capital structure to achieve capital cost reductions. In line with industry practice, the Group monitors the capital structure using the leverage ratio. Leverage is calculated as the ratio of net debt to equity. Net debt includes interest bearing loans, as well as long -term and short-term lease liabilities, less cash and cash equivalents. See also section “Alternative Performance Measures” 3.2. Capital management Regarding cash management, the Group’s intention is to ensure its ability to continue its operations unhindered so as to secure returns for shareholders and benefits for other parties associated with the Group, whilst maintaining an optimal capital structure in order to achieve capital cost reductions. In line with industry practice, the Group monitors the capital structure using the leverage ratio. Leverage is calculated as the ratio of net debt to equity. Net debt includes interest bearing loans, as well as long -term and short-term lease liabilities, less cash and cash equivalents. The Group’s gearing ratios as at 30 June 2026 and 31 December 2025 are presented in the following table: Group In ‘000 € 30.06.2026 31.12.2025 Long-term borrowings 40,568 41,461 Short-term borrowings 22,558 27,447 Long-term lease liabilities 15,534 16,869 Short-term lease liabilities 5,386 4,878 Government grant (long & short term) 3,848 4,086 Cash and cash equivalents (21,030) (55,141) Net debt 66,864 39,600 Net debt (excl. SCI Net Proceeds) 76,502 55,496 Net debt (excl. SCI Net Proceeds) (w/o leases) 55,582 33,749 Total equity 98,102 106,693 Net debt to equity (%) 68% 37% Net Debt* to Equity 78% 52% Net Debt* (excl. leases) to Equity 57% 32% * Excluding SCI net proceeds 3.3. Fair value estimation The tables below present the fair values of those financial assets and liabilities presented on the Group’s Statement of Financial Position at fair value by fair value measurement level on 30 June 2026 and on 31 December 2025. Group 30.06.2026 31.12.2025 In ‘000 € Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Listed equity securities (designated as at FVTPL) 356 - - 325 - - Unlisted equity securities (designated as at FVTOCI) - 3,040 - - 3,087 - Financial derivatives – Options to acquire further shares in subsidiaries - 1,940 2,765 Total 356 3,040 1,940 325 3,087 2,765 Financial liabilities Financial derivatives - Options to acquire further shares in subsidiaries - - 379 - - 1,521
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 52 Financial derivatives - Options to sell shares in Qualco (UK) Limited - - 321 - - 296 Contingent consideration (earn outs) for the acquisition of subsidiaries - - 6,206 - - 6,357 Total - - 6,906 - - 8,174 Fair value hierarchy The Group applies the following three -level input hierarchy to the valuation techniques used for measuring and disclosing the fair value of its financial instruments: • Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities, that the entity can access at the measurement date; • Level 2: Inputs other than Level 1 quoted prices, that are observable for the asset or liability, either directly or indirectly; and • Level 3: Valuation techniques that include inputs that are not based on observable market data (unobservable inputs). Financial derivatives The decrease in derivative financial instruments as at 30 June 2026 mainly relates to the fair value remeasurement of the Group’s option arrangements over non-controlling interests in subsidiaries. During the period, the Group recognised a new option in relation to Resitech S.A., while the fair value of the existing option over Middle Office Services S.A. was reassessed based on updated valuation inputs and assumptions. These movements resulted in a net decrease in the carrying amount of derivative financial instruments. The options were measured at fair value in accordance with IFRS 9 and IFRS 13, with fair value gains or losses recognised in the statement of profit or loss. Note 4 Significant estimates and judgments In preparing these Interim Financial Statements for the six-month period ended on 30 June 2026, the critical judgments and estimates made by Management and the key sources of estimation uncertainty , were similar to those applied to the 2025 Financial Statements and disclosed in Note 4 Significant accounting judgments, estimates and assumptions of the 2025 Financial Statements. Note 5 Operating segments Qualco Group operations are structured across three business segments: • Software & Technology • Platforms as a Service (PaaS), and • Portfolio Management. Software and Technology segment Qualco’s Software and Technology segment primarily serve the credit and receivables management space solutions by covering every stage of the credit value chain. QUALCO 360◦ is our core software offering – a solutions ecosystem platform designed to help businesses adapt to changing customer behaviors and manage the entire credit and receivables lifecycle, from high -risk performing accounts and early-stage delinquency to legal actions and recoveries. In addition to these solutions, we provide complementary credit cycle software, ranging from supply chain finance to loan management, origination and overall business process automation.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 53 The segment mainly also includes the operations of Qualco Technology S.A, Indice S.A. as well as the operations of Quento Technologies Single Member S.A., the Information & Communication Technologies (“ICT”) arm of Qualco Group, which also includes the operations of d.d. Synergy Hellas S.A., Empedus S.A. and Cenobe S.A. Platform as a Service segment Our Platform as a Service segment address challenges across financial services, real estate and beyond. The Group’s end to end (“E2E”) offering of AI-enabled platforms utilizes advanced technologies and algorithmic solutions and cover full-credit value chain ecosystems of receivables collection, receivables management and real estate. Our core, fully digital, cloud-native platforms include the: • Qualco Receivables Management platform, i.e., QIF . QIF mainly focuses on non -banking receivables, optimizing the recovery processes through a combination of data, analytics and technology. QIF offers end-to- end services across the value chain of non-banking receivables management, including portfolio analysis and underwriting as well as receivables securitization structuring and delivery. • Qualco UK platform, i.e., ExtraCollect and Togglit; ExtraCollect platform streamlines complex debt collection outsourcing by enabling clients to manage a wide range of servicing partners —including debt collection agencies (DCAs), legal advisors, insolvency experts, and more —through a centralized, data -driven system . Togglit is a consumer -focused financial wellness platform tailored for the UK market, offering a modern alternative to traditional DCAs. It is designed to help individuals manage and resolve outstanding balances in a secure, transparent, and supportive environment. • Qualco Real Estate platform, i.e., Uniko. Uniko is a platform specializing in private sale and auctioned properties, both residential and non-residential, creating a comprehensive digital-first managed real estate ecosystem. Uniko provides a comprehensive solution for banks, servicers, third part ies and end customers, offering a streamlined user experience, access to an expert network and efficient digital and offline processes. • Digital processing software platform. i.e., ODS S.A. This platform will be developed and will operated by a an incorporated in 2025, ODS S.A., and will cover both the processing of loans granted by Piraeus Bank S.A. and the exploration of financing opportunities on its behalf. Through our real estate offerings, we have become a real estate asset management and advisory firm focused on the Greek market with a global investor network and offering integrated solutions for real estate owned and real estate collateral management. Portfolio Management segment The Portfolio Management segment provides Servicing and Tech-enabled Operations Digitization offerings. Servicing provides end-to-end debt management servicing from underwriting, migration and onboarding, to servicing and loan operations for both secured and unsecured non-performing exposure portfolios across all asset classes. Tech-enabled Operations Digitization offerings provide back -office digitized services for financial institutions, banks and utilities both in Greece and internationally optimizing their cost and resources through access to advanced technology. Factors used to determine the Group’s reportable segments Both the Board of Directors and the Group Executive Committee review and assess the group financial performance on a legal entity – statutory level with each legal entity having a separate CEO . However, the ultimate decisions in terms of allocating resources and assessing financial performance at group level are taken by the Board of Directors which has been identified as the Chief Operating Decision Maker (“CODM"). Hence, the individual legal entities have been determined as the operating segments of the Group. More specifically: - The operating segments included in the Software & Technology segment are: Qualco Technology S.A., A.I. Synthetica Solutions Limited, Indice S.A., Quento Technologies S.A., d.d. Synergy Hellas S.A., Empedus S.A., Cenobe S.A. Qualco SAS, Qualco Cyprus Ltd and Daedalus Technologies FZE,
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 54 - The operating segments included in the PaaS segment are: QIF S.A., Qualco (UK) Limited, Qualco Real Estate Ltd, Uniko S.A., ODS S.A. and Qualco S.A.’s Agentic Solutions business unit, - The operating segments included in the Portfolio Management segment are: Quant S.A. and Middle Office Services S.A. Lastly, the results of Qualco Group S.A., Qualco Europe Holding Limited, Qualco Holdco Limited and the Corporate Services business unit of Qualco S.A., which primarily perform holding company and corporate headquarters functions and do not generate external revenues, are allocated to the Group’s three reportable operating segments. Accordingly, they are not presented separately in the segment disclosure. Aggregation criteria In order to aggregate the reporting segments under reportable segments management took into account the following factors: • the similarity of the nature of the products and production processes; • the expectation of the gross profit margins and the other economic characteristics being similar in the long- term, particularly with regards to the newly established entities of the Group or the recently acquired subsidiaries; and • the methods used to distribute the products to the customers. Breakdown by business segment | revenues and profits | 3 Segments 30.06.2026 In ‘000 € Software & Technology Platforms as a Service (PaaS) Portfolio management Adjustments & eliminations Group Revenue 30,414 56,221 19,239 (4,750) 101,124 Inter-segment revenue 1,081 - - (1,081) - Cost of sales (22,270) (30,893) (14,670) 7,203 (60,630) Inter-segment cogs (97) - - 97 - Gross Profit 9,128 25,328 4,569 1,469 40,494 S&M, G&A (10,875) (18,913) (4,314) (2,342) (36,444) S&M, G&A inter-segment (989) - - 989 - Net other Income/Expenses 303 (2) (204) (116) (19) Operating Profit / (Loss) excl. other gains (2,432) 6,413 51 - 4,031 Other gains - - - - 147 Finance expenses (net) (2,315) Share of results of associates & joint ventures accounted for using the equity method - - - - (1,699) Profit / (Loss) before income tax - - - - 164 Tax benefit / (expense) (719) Profit for the period - - - - (555) Breakdown by business segment | revenues and profits | 3 Segments 30.06.2025 In ‘000 € Software & Technology Platforms as a Service (PaaS) Portfolio management Adjustments & eliminations Group Revenue 25,661 45,747 18,828 (1,594) 88,642 Inter-segment revenue 3,115 1,556 134 (4,805) - Cost of sales (19,087) (21,510) (12,468) 1,399 (51,666) Inter-segment cogs (514) (2,279) (1,024) 3,817 - Gross Profit 9,175 23,514 5,470 (1,183) 36,976 S&M, G&A (11,210) (16,770) (3,208) 263 (30,925) S&M, G&A inter-segment (1,056) (1,960) (786) 3,802 - Net other Income/Expenses 2,467 (2,053) (341) (65) 8 Net other Income/Expenses inter-segment 868 2,041 1 (2,910) - Operating Profit / (Loss) excl. Reorganisation and other expenses 244 4,772 1,136 (93) 6,059 Reorganisation and other expenses - - - - (7,621) Operating Profit / (Loss) - - - - (1,562)
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 55 Finance expenses (net) - - - - (1,413) Share of results of associates & joint ventures accounted for using the equity method - - - - (1,142) Profit / (Loss) before income tax - - - - (4,117) Tax benefit / (expense) (1,072) Profit for the period - - - - (5,189) The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 2.18 Revenue recognition of the 2025 Annual Financial Report. Finance costs, finance income, and fair value gains and losses on financial assets and reorganisation expenses and equity-accounted results are also not allocated to individual segments as the underlying instruments are managed on a group basis. Current taxes, deferred taxes and certain financial assets and liabilities are also not allocated to those segments as they are also managed on a group basis. Transfer prices between operating segments are on an arm’s-length basis in a manner similar to transactions with third parties. Breakdown by business segment | Segment assets & Liabilities Group Assets Group Liabilities In ‘000 € 30.06.2026 31.12.2025* 30.06.2026 31.12.2025* Software & Technology 103,147 144,906 64,267 65,480 Platforms as a Service (PaaS) 142,277 120,347 96,421 106,810 Portfolio management 22,484 24,255 9,118 10,525 Total 267,908 289,508 169,806 182,815 Breakdown by business segment | Other segment information Depreciation & Amortization Additions to non-current assets In ‘000€ 30.06.2026 30.06.2025 30.06.2026 31.12.2025 Software & Technology 4,188 3,121 8,184 15,598 Platforms as a Service (PaaS) 4,340 3,173 933 3,164 Portfolio management 805 648 993 1,644 Total 9,333 6,942 10,110 20,406 Breakdown by business segment | Segment revenue In ‘000€ Revenue 30.06.2026 30.06.2025 Software & Technology 31,495 Software & Technology Platforms as a Service (PaaS) 28,776 47,302 Platforms as a Service (PaaS) 56,221 Portfolio management 19,239 Portfolio management 18,962 Intragroup revenue (5,831) Intragroup revenue (6,398) Total 101,124 Total 88,642 Geographical information The operations of the Group take place mainly in Greece and secondarily in other countries where the Group is active (i.e., UK, Cyprus, France and the United Arab Emirates (“UAE”)). Therefore, Geographical segments include Greece and International. Revenue from external customers Non-current assets In ‘000 € 30.06.2026 30.06.2025 30.06.2026 31.12.2025* Greece 69,060 62,769 138,693 130,440 International 32,064 25,873 9,607 10,057 Total 101,124 88,642 148,300 140,497 * The comparative Group Assets, and Group Liabilities , as at 31 December 2025 ha ve been restated in accordance with IFRS 3.49 to reflect measurement period adjustments to prior-period business combinations as if the acquisition accounting had been completed at the respective acquisition dates. See Note 7 for further details. International revenue increased from €25. 9 million for the six-month period ended 30 June 2025 to €32.1 million for the six -month period ended 30 June 2026. The increase was mainly driven by higher revenue generated from customers in Ireland and the United Kingdom, reflecting the continued expansion of the Group’s international customer base and activity in these markets. Information about major customers
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 56 The Group maintains a long-term strategic partnership with a single external blue- chip customer, with revenues approximately 41% of the Group’s revenues. Note 6 Other intangible assets Group Software development costs Customer relationships & non- compete agreements & software acquired 3rd party software Total In ‘000 € Cost At 1 January 2025 41,513 4,922 12,535 58,970 Additions 13,161 - 1,835 14,996 Acquisition of subsidiaries - 8,496 - 8,496 At 31 December 2025 54,674 13,418 14,370 82,462 Restatement on measurement period adjustments (Note 7) - 2,865 - 2,865 At 31 December 2025, following the measurement period adjustments 54,674 16,283 14,370 85,327 Accumulated amortization & impairment At 1 January 2025 (22,673) (711) (7,594) (30,978) Amortization charge (4,034) (1,269) (2,617) (7,920) At 31 December 2025 (26,707) (1,980) (10,211) (38,898) Restatement on measurement period adjustments - (296) - (296) At 31 December 2025, following the measurement period adjustments (26,707) (2,276) (10,211) (39,194) Net book value at 31 December 2025 27,967 11,438 4,159 43,564 Restatement on measurement period adjustments (Note 7) - 2,569 - 2,569 Net book value at 31 December 2025, following the measurement period adjustments 27,967 14,007 4,159 46,133 Cost At 1 January 2026 54,674 16,283 14,370 85,327 Additions 6,233 - 2,333 8,566 Exchange differences 66 - - 66 At 30 June 2026 60,973 16,283 16,703 93,959 Accumulated amortization & impairment At 1 January 2026 (26,707) (2,276) (10,211) (39,194) Amortization charge (2,832) (1,442) (819) (5,093) At 30 June 2026 (29,539) (3,718) (11,030) (44,287) Net book value at 30 June 2026 31,434 12,565 5,673 49,672 The Company has no intangible assets as at 30 June 2026. Note 7 Acquisitions & establishments & goodwill During the six-month period ended 30 June 2026, no new subsidiaries were acquired by the Group. The changes disclosed in this note primarily reflect the incorporation of new entities during the period, as well as the completion of the purchase price allocation exercise and final determination of goodwill in respect of certain business combinations completed in 2025. Carve-out of Technology sector and contribution to Qualco Technology S.A. On 2 January 2026, the General Commercial Registry (GEMI) approved the carve out of the Technology sector of Qualco SA and its contribution to its 100% subsidiary Qualco Technology S.A. The carve out represents a strategically significant move that opens new growth horizons. This action does not constitute an entry into a new line of business but rather dynamically enhances the Software and Technology segment, strengthening flexibility, efficiency, and prospects for accelerated development. The strategic objectives of the Qualco Group include:
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 57 • Accelerated international expansion through dynamic organic growth and targeted high value acquisitions, • Promotion of strategic partnerships that will contribute to growth and expedite the Group's internationalization, • Optimal utilisation of resources and complete transparency in capital structuring, with immediate benefits for shareholders, • Enhancement of operational planning and project monitoring to optimise efficiency and strengthen the profit margins, • The Qualco Group is steadily progressing towards the simplification of its corporate structure, creating a stronger, more agile and more efficient organizational framework that will enable accelerated growth and increased shareholder value. The above carve out has had no effect on the Company’s separate and consolidated financial statements. Quento Technologies Luxemburg, Quento Technologies Romania SRL, & Quento Technologies Belgium Quento Technologies LU SA was incorporated in Luxembourg on 1 December 2025 as a société anonyme, wholly owned (100%) by Quento Technologies S.M.S.A., with a share capital of € 250,000. The entity was established shortly before 2025 year-end but had not commenced operations until 2026. During the first half of 2026, Quento Technologies LU SA in turn established two additional wholly-owned subsidiaries: Quento Technologies Romania SRL, incorporated on 8 April 2026 with a share capital of RON 125,000 (equivalent to approximately €25,000), and Quento Technologies BE SA, incorporated on 26 June 2026 as a société anonyme with a share capital of € 61,500. Both are 100% held by Quento Technologies LU SA and, accordingly, indirectly wholly owned by Quento Technologies S.M.S.A. All three entities are engaged in the provision of consultancy and system integration services in the information technology domain. The Luxembourg and Belgian entities were established to serve customers in their respective local markets, consisting prima rily of European and international institutions and organisations, including the European Commission, the European Parliament and the European Investment Bank. A local presence in these georgraphic locations is a practical requirement for participating in the procurement processes of, and delivering services to, such clients. Quento Technologies Romania SRL was established to address the Romanian market, targeting principally the banking sector and other private-sector clients, and to broaden the Group's delivery capacity in the region. Finalisation of acquisition accounting for Empedus S.A. and Cenobe S.A As disclosed in Note 11 of the Group's Annual Financial Statements for the year ended 31 December 2025, the accounting for the acquisitions of Empedus S.A. and Cenobe S.A. had been determined provisionally in accordance with IFRS 3 Business Combinations, as the Group was still in the process of completing its valuation procedures and obtaining information necessary to determine the fair values of certain acquired assets and assumed liabilities as of the respective acquisition dates. During the six-month period ended 30 June 2026, the Group completed the valuation process and obtained additional information relating to facts and circumstances that existed at the acquisition dates. Accordingly, in accordance with IFRS 3 paragraphs 45–49, the Group finalised the purchase price allocation ("PPA") for both acquisitions and recognised measurement period adjustments to the provisional amounts previously reported. The measurement period adjustments primarily relate to: • Updated fair value assessments of acquired assets and assumed liabilities; • Recognition and measurement of additional identifiable assets and liabilities identified during the valuation process; • Related deferred tax impacts; and • The corresponding adjustment to goodwill recognised on acquisition. These adjustments do not result from events occurring after the acquisition dates but from additional information obtained regarding conditions existing as of those dates. Consequently, the adjustments have been accounted for retrospectively as if the acquisition accounting had been completed at the acquisition dates.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 58 Impact of measurement period adjustments The following table summarises the impact of the finalisation of the acquisition accounting for Empedus S.A. and Cenobe S.A.: Empedus S.A. In ‘000 € Provisional amounts 20/6/2025 Measurement period adjustments as of the acquisition date Final amounts Property, plant and equipment 4 - 4 Intangible asset (non-compete agreement) 1,000 (269) 731 Intangible asset (customer relationships) - 2,582 2,582 Cash & Cash Equivalents 292 - 292 Trade receivables 2,326 - 2,326 Other Current Assets 322 - 322 Short-term borrowings (800) - (800) Accounts Payable (293) - (293) Other Liabilities (321) - (321) Deferred tax liability - (729) (729) Income tax payable (276) - (276) Total identifiable assets acquired net of liabilities assumed 2,254 1,584 3,838 Purchase consideration for 100% controlling stake (*) 7,320 (95) 7,225 Less: Fair value of net assets acquired (100%) (2,254) (1,584) (3,838) Goodwill on acquisition 5,066 (1,679) 3,387 (*) The purchase consideration includes a deferred payment of €0.8 million expected to be paid in the second half of 2026. The deferred consideration has been presented in the “Other current liabilities”. Also, the purchase consideration includes a contingent consideration (earn- out) expected to be paid to former shareholders by June 30, 2028. The contingent consideration has been valued as at 30 June 2026 to €3.0 million and is presented in the “Other non-current liabilities”. Cenobe S.A. In ‘000 € Provisional amounts 1/7/2025 Measurement period adjustments as of the acquisition date Final amounts Property, plant and equipment 29 - 29 Intangible assets 120 270 390 Intangible assets - Backlog - 281 281 Cash & Cash Equivalents 20 - 20 Trade receivables 22 - 22 Other Current Assets 25 - 25 Share capital subscribed 485 - 485 Accounts Payable 15 - 15 Other Liabilities (111) (1) (112) Deferred tax liability - (121) (121) Total identifiable assets acquired net of liabilities assumed 605 429 1,034 Purchase consideration for 50.01% controlling stake (**) 4,937 (581) 4,356 NCI proportionate share of net assets (49.9%) 301 215 516 Less: Fair value of net assets acquired (100%) (605) (429) (1,034) Goodwill on acquisition 4,633 (795) 3,838 (**) The purchase consideration includes contingent consideration (earn- out) payable to the former shareholders of Cenobe in two phases during the period from 2026 to 2030. Following finalisation of the purchase price allocation, the contingent consideration was finally measured at €4.3 million at the acquisition date , by applying a discount rate of 14% to reflect the time value of money. The first phase of the earn-out, amounting to €2.0 million, was paid to the former shareholders in March 2026. The remaining contingent consideration, payable by June 2030 of nominal value €3.0 million , was remeasured at fair value as at 30 June 2026 at €1.6 million and is presented within “Other non-current liabilities” The movement of goodwill for the period was as follows:
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 59 Group 1.1 – 30.6.2026 1.1 – 31.12.2025 In ‘000 € Opening balance 19,780 5,639 Measurement period adjustments – Empedus S.A. (1,679) - Measurement period adjustments – Cenobe S.A. (795) - Restated opening balance 17,306 5,639 Goodwill attributable to the acquisitions of d.d. Synergy Hellas S.A. 411 Goodwill attributable to the acquisitions of Indice S.A. 4,031 Provisional goodwill attributable to the acquisition of Empedus S.A. 5,066 Provisional goodwill attributable to the acquisition of Cenobe S.A. 4,633 Movement for the period ended 30.6.2026 - - Closing balance 17,306 19,780 Restatement of comparative information In accordance with IFRS 3 paragraph 49, comparative information has been revised retrospectively to reflect the effect of the measurement period adjustments as if the acquisition accounting had been completed at the respective acquisition dates. Accordingly, the comparative consolidated statement of financial position as at 31 December 2025 presented in these interim condensed consolidated financial statements has been restated. The principal effects of the restatement are summarised below: In ‘000 € As previously reported 31.12.2025 Measurement period adjustments as of the acquisition date Changes from the acquisition date up to 31.12.2025 Restated 31.12.2025 Other intangible assets 43,564 2,864 (295) 46,133 Goodwill 19,780 (2,474) - 17,306 Retained Earnings 40,870 - (287) 40,583 Non-controlling interests 8,629 215 (60) 8,784 Deferred tax liabilities 3,628 850 (64) 4,414 Other non-current liabilities 6,141 (676) 117 5,582 The restatement reflects solely the finalisation of the acquisition accounting for Empedus S.A. and Cenobe S.A. and does not result from the correction of an error. The measurement period adjustments did not have any impact on the comparative statement of profit or loss for the six-month period ended 30 June 2025, as the additional amortisation on the new intangible assets recognised and related deferred tax effect impacted the second semester of 2025. During the six-month period ended 30 June 2026, Management assessed the existence of any indicators of impairment in relation to goodwill, considering the latest available financial performance, business plans and prevailing market conditions. Based on this assessment, no impairment indicators were identified as at 30 June 2026 and, accordingl y, no impairment loss has been recognised in respect of goodwill. Given the significance of goodwill in the consolidated statement of financial position, Management continues to monitor the relevant cash- generating units and related assumptions on an ongoing basis Note 8 Investments in associates & joint ventures For the six-month period ended 30 June 202 6, the Group proceeded with the following investments in associates & joint ventures: Resitech Ltd. On 23 March 2026, Qualco S.A. acquired a minority shareholding of 34% in Resitech Ltd. (“Resitech”), a company headquartered in Nicosia with operations in Greece and Cyprus. The investment was structured through a combination of a capital increase and a share acquisition, with a total value of €640,000. Resitech is a technology company specializing in B2B technology platforms for the real estate market. Since 2021, the company’s team of engineers and data scientists has distinguished itself by delivering a broad range of innovative
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 60 software-as-a-service (SaaS) solutions for the sector. In particular, Resitech’s platforms focus on asset management, leveraging digital data storage as well as legal and technical archival systems. Through an advanced assessment mechanism, Resitech matches investors with suitable real estate assets, while, via a managed blockchain platform, it facilitates the secure transfer of files and documents related to real estate transactions (based on the SUI blockchain). Resitech represents a strategic addition to the Qualco Group ecosystem, enabling the Group to expand its activities in the real estate sector beyond Greek borders. The investment in Resitech has been accounted for as an investment in associate. Under the related shareholders’ arrangements, the Group has also been granted a call option, exercisable at its sole discretion after the lapse of twelve months from completion and no later than twenty -four months from completion, to acquire additional shares from Existing Shareholder A such that, following exercise, the Group would hold up to 70% of the issued share capital and voting rights of Resitech Ltd. The exercise price is determined by reference to a valuation of Resitech Ltd equal to 5x the company’s previous year EBITDA, based on audited financial statements and subject to the specific revenue- weighting mechanism set out in the agreement. The call option has been assessed as a derivative financial instrument and recognised separately as a financial asset, as it represents a contractual right to acquire additional equity interests at a future date for a formula -based exercise price. Based on the fair value measurement performed as of 30 June 2026, the derivative financial asset relating to the call option was valued at € 145.427. Accordingly, the initial carrying amount allocated to the investment in associate has been reduced by an equivalent amount, so that the aggregate accounting recognition reflects the total consideration paid for both the associate interest and the separat ely identifiable financial asset. Increase of investment in Uniko S.A. On 24 February 2026, Qualco S.A. as per shareholders agreement, contributed with an additional capital contribution to Uniko S.A. of the amount of €1.5 million. Uniko S.A. was established in July 2024 and is a joint venture between the National Bank of Greece S.A. and Qualco S.A. Qualco S.A. holds a 51.00% stake in Uniko. The movement of investments in associates & joint ventures is as follows: Group 1.1 - 30.06.2026 1.1 – 31.12.2025 In ‘000 € Opening balance 11,621 8,280 Transfer to investment in subsidiaries - Indice S.A. - (2,088) Share of (loss)/profit of associates (net of deferred tax) (1,699) (3,040) Increase of investment in Uniko S.A. 1,530 3,570 Initial participation in ODS S.A. - 4,900 Initial participation in Resitech Ltd. 495 - Other movements 11 - Closing Balance 11,958 11,621 Note 9 Deferred tax assets As at 30 June 2026, the Group recognised deferred tax assets of €13.7 million (31 December 2025: €10.3 million). Of this amount, €13.5 million for the Group (31 December 2025: €9.5 million) and €2.7 million for the Company (31 December 2025: €2.5 million) relate to tax losses carried forward. Management assessed the recoverability of these deferred tax assets in accordance with IAS 12, based on approved forecasts of future taxable profits, the expected reversal of taxable temporary differences and available tax planning actions. The assessment considers the expected timing of utilisation of the tax losses, the applicable expiry periods and the Group’s business plan. Based on this assessment, Management considers it probable that sufficient taxable profits will be available to utilise the recognised tax losses. Accordingly, the recognition criteria of IAS 12 have been satisfied. More specifically, in 2026 management expects to recover deferred taxes of €1.2 million for the Group and €0.5 million for the Company while the rest is expected to be recovered in the years 2027 to 2030.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 61 Note 10 Other financial assets Non-Current Financial Assets Group Company In ‘000 € 30.06.2026 31.12.2025 30.06.2026 31.12.2025 Investments in equity instruments designated as at FVOCI Shares in private companies 3,040 3,088 - - Financial assets measured at fair value through P&L Shares in listed companies 356 325 - - Derivative financial assets 1,940 2,765 - - Financial assets measured at amortized cost Loans to related parties 772 650 23,309 17,200 Other financial assets - - - - Total 772 650 23,309 17,200 Total Non-Current Financial Assets 6,108 6,828 23,309 17,200 Current Financial Assets Group Company In ‘000 € 30.06.2026 31.12.2025 30.06.2026 31.12.2025 Financial assets measured at amortized cost Other financial assets 4,241 2,869 - - Total Current Financial Assets 4,241 2,869 - - The increase in the Group’s current other financial assets by €1.4 million compared to 31 December 2025 primarily relates to an advance payment of €0.8 million made in connection with the planned acquisition of an entity operating in the payment services sector. This advance will be offset against, and deducted from, the total transaction consideration upon completion of the acquisition. The remaining increase mainly relates to interest accrued on the Group’s financial assets. The Company’s other financial assets increased by €6.1 million, from €17.2 million as at 31 December 2025 to €23.3 million as at 30 June 2026. The increase mainly reflects additional financing provided to its related company, Qualco S.A., amounting to €5.7 million, through loan drawdowns from the convertible bond loan arrangement described in Note 14 of the Group’s 2025 Annual Report. During the six-month period ended 30 June 2026, the Company recognised additional interest income of €0.4 million on the convertible bond loan. The increase in other financial assets was funded through the Company’s available liquidity and, consequently, was one of the drivers of the decrease in cash and cash equivalents during the period, as further described in Note 15. Note 11 Contract costs Contract costs as at 3 0 June 2026 and 31 December 2025 relate to capitalization of costs to fulfill certain customers contracts. Those costs were incurred in order to fulfil specifically identifiable already contracted or anticipated customer contracts. Those costs relate primarily to design & analysis and software set up activities that have generated resources that will be used to provide goods or services in the next financial years and are expected to be recovered. The amortization of contract costs for the period ended 30 June 2026 amounted to €0.2 million. Note 12 Trade and other receivables Group trade and other receivables amounted to €36.3 million as at 30 June 2026, compared with €40.5 million as at 31 December 2025, representing a decrease of €4.3 million during the period. Trade and other receivables primarily relate to amounts due from customers arising from the Group’s ordinary course of business. The decrease during the six-month period was mainly attributable to the collection of outstanding receivables from prior periods, partially offset by new billings and revenue-generating activities undertaken during the current period. The Group continues to monitor the credit quality of its receivables portfolio and assess expected credit losses in accordance with IFRS 9. Based on the assessment performed as at 30 June 2026, no significant change was identified
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 62 in the allowance for expected credit losses compared with 31 December 2025, reflecting the stable credit risk profile of the Group’s counterparties and the continued effectiveness of the Group’s credit risk management procedures. Note 13 Contract assets Group contract assets as at 30 June 2026 amounted to €3 7.7 million (31 December 2025: €34.9 million) and relate to services rendered to customers for which revenue has been recognised under IFRS 15, but invoicing will take place subsequently in accordance with the relevant contractual terms. The balance consists of an amount of €17 million relating to platform as a service and portfolio management services which are expected to be invoiced to and collected from clients in the next 3 months while the remaining balance primarily reflects software implementation, customisation, integration and other technology -enabled project activities as well as ICT services performed in the fourth quarter of 2025 and during the first half of 2026, which are expected to be invoiced in the second semester of 2026. Contract assets are considered a normal feature of the Group’s business model as a software and technology solutions provider, since revenue recognition is driven by the satisfaction of performance obligations, whereas invoicing is often linked to contractual milestones, customer acceptance procedures or periodic billing schedules. For the period ended 30 June 2026 and for the year ended 31 December 2025, Management assessed that no impairment allowance is required. Note 14 Other current assets Group Company In ‘000 € 30.06.2026 31.12.2025 30.06.2026 31.12.2025 Personnel advances 507 482 - - Vendor prepayments 3,756 1,454 - - Prepaid / deferred expenses 6,298 5,176 808 358 Vat recoverable 3,707 2,015 - - Other 137 392 - - Dividend income receivable - - 4,000 4,000 Other receivable from related parties - - 2,531 6,042 Advance for share capital increase in subsidiary - - 10,672 10,672 Total 14,405 9,519 18,011 21,072 The increase in the Group’s other current assets as at 30 June 2026 compared to 31 December 2025 mainly relates to higher VAT receivables by €1.7 million which is considered to be a timing effect , as well as increased supplier prepayments driven by timing and seasonality factors. Both balances are expected to normalize by the year ending 31 December 2026. The decrease in the Company’s o ther current assets as at 30 June 2026 compared to 31 December 2025 is mainly attributable to the collection, during 2026, of reorganisation costs which had been recharged to o ther group companies and remained outstanding as at 31 December 2025. Note 15 Cash and cash equivalents Group Company In ‘000 € 30.06.2026 31.12.2025 30.06.2026 31.12.2025 Cash on hand 22 20 - Cash at bank 21,008 55,121 10,302 15,896 Total 21,030 55,141 10,302 15,896 The decrease in the Group’s cash and cash equivalents between 31 December 2025 and 30 June 2026 mainly reflects the net cash outflows from investing and financing activities during the period, as presented in the consolidated statement of cash flows.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 63 The decrease in the Company’s cash and cash equivalents between 31 December 2025 and 30 June 2026 is mainly attributable to the planned deployment of the net proceeds raised from the Company’s Share Capital Increase in the context of the IPO. During the si x-month period ended 30 June 2026, the Company utilised part of the IPO proceeds by providing additional financing to its related company, Qualco S.A., through loan drawdowns from the convertible bond loan structure described in Note 1 4 of the Group’s 2025 Annual Report. These funds were made available to Qualco S.A. in order to support investments and other eligible uses in accordance with the intended use of proceeds disclosed in the Prospectus. Note 16 Share capital The Company’s paid-up share capital as at 30 June 2026 and as at 31 December 2025 amounted to €70,029,804 and is 70,029,804 ordinary shares with a nominal value of €1.00 each. The Company’s share capital as set out above is fully issued and fully paid. In addition, there are no acquisition rights or obligations over authorized or unissued share capital or any undertaking to increase the Company’s share capital. There are no Company’s shares that do not represent share capital. Moreover, as of the date of this Interim Financial Report, the Company holds no treasury shares. Note 17 Borrowings Group Company In ‘000 € 30.06.2026 31.12.2025 30.06.2026 31.12.2025 Long-term debt Bank Loans 40,568 41,461 - - Restricted cash - - - Total long-term debt 40,568 41,461 - - - - Short-term debt - - Bank Loans 23,656 28,365 - - Restricted cash (1,106) (1,012) - - Credit cards 8 94 - - Total short-term debt 22,558 27,447 - - Total 63,126 68,908 - - The movement of borrowings is summarised as follows: Group Company In ‘000 € 2026 2025 2026 2025 Balance at 1 January 68,908 37,061 - - Financing cash flows (new loans) 500 40,713 - - Financing cash flows (repayments) (6,357) (7,741) Acquisition of subsidiary - 951 - - Disposals (sales and redemptions) within the period - - - - Government grant accounting treatment (740) (2,932) - - Interest cost / Other 815 856 - - Balance at 30 June / 31 December 63,126 68,908 - - As at 30 June 2026, no assessment of the restrictive financial covenants stipulated in the respective loan agreements was required or performed, as the next covenant assessment date under the terms of the relevant bond loan agreements is 31 December 2026. As previously disclosed, in relation to the bond loans granted by the Recovery and Resilience Facility (“RRF”) and the bond loans obtained from National Bank of Greece and Alpha Bank, the bondholders had consented to the non - assessment of the restrictive financial covenants for the year ended 31 December 2025. Note 18 Dividends payable Dividends payable as at 30 June 2026 consisted of the following:
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 64 • €8.0 million outstanding as at 30 June 2026, relating to the unpaid balance of dividends declared by Qualco Holdco Limited in respect of the financial year ended 31 December 2024. The total dividend declared amounted to €12.0 million and was payable to the shareholders of Qualco Holdco Limited as at the date on which the dividend was approved by the shareholders, i.e. 13 March 2025, namely Wokalon and Amely. • €3.15 million relating to the distribution of profits of the Company for the financial year ended 31 December 2025, as approved by the Annual Ordinary General Meeting of the Company’s shareholders held on 30 June 2026. The dividend declared corresponds to a gross dividend of €0.045 per share for the 2025 financial year and was paid in August 2026. It is further noted that holders of the Company’s ordinary shares acquired on or after Admission are entitled to receive dividends declared in respect of the 2025 financial year and subsequent financial years, subject to the fulfilment of all applicable legal and regulatory requirements. Note 19 Income tax liabilities Income tax liabilities increased from €13.4 million as at 31 December 2025 to €16.6 million as at 30 June 2026. The increase mainly reflects the current income tax charge for the six-month period ended 30 June 2026 of €4.5 million, partly offset by income tax payments made during the period. Note 20 Other current liabilities Group Company In ‘000 € 30.6.2026 31.12.2025 30.6.2026 31.12.2025 VAT payable 2,267 6,383 180 2,620 Payroll taxes payable 2,189 2,381 256 197 Other taxes payable 279 339 9 6 Accrued expenses 10,370 15,438 139 29 Social security payable 1,586 2,482 192 173 Other payables 2,417 5,637 81 23 Total 19,108 32,660 857 3,048 The decrease in the Group’s and the Company’s other current liabilities as at 30 June 2026, compared to 31 December 2025, mainly reflects a lower VAT payable balance, driven by the timing and seasonality of billings to clients and supplier invoices. The decrease also reflects lower accrued expenses, mainly due to the settlement of year-end accruals recorded as at 31 December 2025, as well as lower other payables, primarily following the payment of €2.0 million deferred consideration relating to the acquisition of Cenobe S.A. (Note 7). Note 21 Revenue The Group derives its revenue from contracts with customers for the transfer of goods and services in the following business segments: Group In ‘000 € 1.1 - 30.06.2026 1.1 - 30.06.2025 Software & Technology 31,495 28,776 47,302 Platforms as a Service (PaaS) 56,221 Portfolio Management 19,239 18,962 Intragroup revenue (5,831) (6,398) Total 101,124 88,642 The revenue of the Group disaggregated per geographical segment is presented in Note 5. The majority of the Group’s revenue is recognised over time, in accordance with IFRS 15, as the Group’s performance either creates or enhances assets controlled by customers, or customers simultaneously receive and consume the benefits provided by the Grou p as the services are performed. Revenue recognised over time mainly relates to software implementation, maintenance, support, servicing and other technology-enabled services, including platform- as-a-service activities, loan and receivables management, cre dit servicing, portfolio management and other recurring
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 65 services provided by the Group’s platform-as-a-service and portfolio segment subsidiaries under long -term customer arrangements. The Company had no revenue for the period ended 30 June 2026 and 2025. Note 22 Reorganisation and other expenses For the six-month period ended 30 June 2026, no expenses were recognised by the Group or the Company in respect of IPO share awards, reorganisation activities or other non-recurring expenses of a nature similar to those incurred in the comparative period. In the six-month period ended 30 June 2025, such expenses included €3.3 million for the Group relating to IPO share awards provided to selected executives and associates for their contribution to the preparation of the Company for Admission, and €4.3 million for the Group and the Company relating to reorganisation and other non-recurring expenses. These expenses were one-off in nature and did not recur in 2026. Note 23 Finance expenses Finance expenses increased to €2.9 million for the six-month period ended 30 June 2026, compared to €1.8 million for the corresponding period in 2025. The increase was primarily attributable to higher interest expense on bank borrowings, reflecting the higher average outstanding debt balances during the period. This was mainly driven by new borrowing facilities entered into during the second half of 2025, together with the full -period effect of borrowings obtained during the first half of 2025. In addition, finance expenses include the unwinding of discount on contingent consideration liabilities (earn-out arrangements) recognised in connection with prior business combinations, which further contributed to the increase in finance costs during the period. Note 24 Earnings per share Group six-month period ended In € Note 30.06.2026 30.06.2025 Profit / (loss) for the period attributable to the owners of the parent company (4,560,410) (9,368,601) Weighted average number of ordinary shares outstanding for basic and diluted EPS 70,029,804 62,251,075 Earnings per share (Euro) - Basic and diluted (0.07) (0.15) Note 25 Related party transactions The significant transactions entered into by the Group with related parties during the 6-month period ended 30 June 2026 and 30 June 2025 and the significant balances outstanding as at 30 June 202 6 and 31 December 2025 and their nature are presented below: (a) Transactions with subsidiaries, associates and joint ventures (“JVs”), and other related parties Transactions and balances between the Company , its subsidiaries, associates and joint ventures and other related parties are presented at the table below. At a Group level, only transactions and balances with associates and joint ventures and other related parties are included, as transactions and ba lances with subsidiaries are eliminated on consolidation. Group Company In ‘000 € Note 30.06.2026 30.06.2025 30.06.2026 30.06.2025 Statement of Comprehensive Income Sales of goods and services (1) 2,107 4,525 - - Purchase of services (2) 580 375 - 4,345 Other operating income (3) 85 20 1,945 4,345 Finance income - 7 424 -
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 66 Notes: (1) Sales of goods and services of the Group primarily related to services provided to associate PQH Single Special Liquidation S.A. (€0.8 million) for software-as-a-service solutions and also includes services rendered to Uniko S.A. (€0.6 million) and ODS S.A. (€0.6 million) for the development, implementation and rollout of digital platforms. (2) Purchase of services for the Group primarily related to Qualco Foundation’s donations. (3) Other operating income for the Group includes mainly recharges for renting office space to Clever Services S.A and Qualco Foundation. Other operating income for the Company mainly relates to the recharge of corporate costs to other Group companies. Notes: (1) Trade and other receivables from other related parties related to sales of goods and services to associates as discussed under note (1) of the table above. (2) Loans granted related to a common bond loan of € 0.4 million issued by the Group associate CNL AIFM and subscribed entirely by Qualco S.A. in December 2021. The loan will be repaid by the borrower via a bullet payment in December 2027, therefore it was classified in long-term assets. Also, loans granted as at 30 June 2026 include a loan of €0.4 million granted to the associate Clever Services S.A.. (3) Contract assets related to sales of goods and services to ODS S.A. Company In ‘000 € 6-month period ended 30.06.2026 6-month period ended 30.06.2025 Note Subsidiaries Associates & JVs and other related parties Total Subsidiaries Associates & JVs and other related parties Total Assets Loans granted (1) 23,309 - 23,309 5,385 - 5,385 Other current assets (2) 17,203 - 17,203 9,302 - 9,302 Liabilities Trade and other payables (3) 1,551 - 1,551 2,573 - 2,573 Other liabilities 23 - 23 23 - 23 Notes: (1) Loans granted relate to the Convertible Bond Loan issued by Qualco SA and subscribed by the Company as the sole bondholder (Note 10). (2) Other current assets related (a) to the advance for share capital increase in Qualco S.A. of €10.67 million, (b) to the dividend income receivable from Qualco Holdco Ltd of €4.0 million and to the (c) the receivable from Qualco S.A. of €2.5 million relating to the recharge of reorganization expenses incurred by Qualco Group SA and recharged to Qualco SA. Group In ‘000 € 6-month period ended Note 30.06.2026 30.06.2025 Assets Trade and other receivables (1) 407 485 Loans granted (2) 772 400 Contract assets (3) 1,050 1,950 Liabilities Trade and other payables 10 -
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 67 (3) Trade and other payables related to the amount payable to Qualco Holdco Ltd for reorganisation expenses incurred by Qualco Holdco Ltd and recharged to Qualco Group S.A. (b) Transactions with members of the Board of Directors and key management Transactions with members of the Board of Directors and key management relates to the compensation paid by the Group entities and amounted to €2.7 million (30 June 202 5: €2.1 million). Transactions between the Company, the Board of Directors and the key management personnel related to the payment of compensation amounted to €0.3 million (30 June 2025: NIL). More specifically, key management compensation is analyzed as follows: Group Company In ’000 € 1.1 – 30.6.2026 1.1 – 30.6.2025 1.1 – 30.6.2026 1.1 – 30.6.2025 Statement of Profit & Loss Short-term employee benefits 2,653 2,078 335 - Other long-term benefits - - - - There was no amount payable as at 3 0 June 2026 to the members of the Board of Directors and Management (31 December 2025: €490 thousand. Note 26 Group companies Group subsidiaries The Group’s subsidiaries as at 30 June 2026 and 31 December 2025 are set out below. % of ownership held by Group Company Note Location Tax years unaudited Activity 30.06.2026 31.12.2025 Qualco Holdco Limited UK 2018-2025 Holding company 100.00% 100.00% Qualco Europe Holding Limited Cyprus 2024-2025 Holding company 100.00% 100.00% Qualco SAS France 2022-2025 Acts as a reseller 100.00% 100.00% Qualco Cyprus Ltd Cyprus 2023-2025 Inactive 100.00% 100.00% Qualco Information Systems Single Member S.A. (“Qualco S.A.”) Greece 2025 Development, distribution of software solutions 100.00% 100.00% Qualco Real Estate Ltd Cyprus 2024-2025 Real estate asset management services 100.00% 100.00% QQuant Master Servicer Servicing of Loans and Credits Single Member S.A. (“Quant S.A.”) Greece 2025 Management of receivables arising from loans and credit facilities granted by Greek financial institutions 100.00% 100.00% Qualco (UK) Limited UK 2020-2025 Provides recovery solutions to the banking, utilities and telecommunications sectors 98.75% 98.75% Qualco Intelligent Finance Single Member S.A. (“QIF S.A.”) Greece 2025 Provision of end-to-end receivables management and securitization services, portfolio analysis, underwriting, securitization structuring & management of non- banking receivables 75.00% — A.I. Synthetica Solutions Limited Cyprus 2020-2025 Data science and IoT company, specializing in maritime sector 51.00% 51.00% Daedalus Technologies FZE UAE 2024-2025 Provides technical and business support for our supply chain finance solutions 100.00% 100.00% d.d.Synergy Hellas S.A. Greece 2020-2025 Installation, configuration, application development, support and training centered around SAP software 100.00% 100.00% Middle Office Services S.A. Greece 2022-2025 Portfolio management services, loan and credit support, lifecycle management and legal action implementation 70.00% 70.00% Quento Technologies Single Member S.A. (“Quento S.A.”) Greece 2025 Delivers information and communication technologies solutions and services 100.00% 100.00% Indice S.A. Greece 2020-2025 Software development for the banking, telecommunications and retail industries 50.01% 50.01% Synthetica Single Member P.C. Greece 2020-2025 Data science and IoT company specializing in maritime sector 51.00% 51.00% Empedus S.A. Greece 2020-2025 Business automation and digital transformation 100.00% 100.00%
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 68 % of ownership held by Group Company Note Location Tax years unaudited Activity 30.06.2026 31.12.2025 Cenobe S.A. Greece 2020-2025 Offensive cybersecurity services 50.10% 50.10% Qualco Technology Single Member S.A. (Qualco Technology S.A.) Greece 2025 Software & Technology Solutions 100.00% — Quento Technologies Romania SRL (1) Romania - Information and communication technologies solutions and services 100.00% — Quento Technologies Luxembourg Luxembourg 2025 Information and communication technologies solutions and services 100.00% 100.00% Quento Technologies Belgium (2) Belgium - Information and communication technologies solutions and services 100.00% — Notes: (1) Quento Technologies Romania SRL was established on 24 April 2026, and its registered office is at Bucharest, Sector 2, Strada George Constantinescu nr. 3, Clădirea BOC, Birou Privat Nr. 29, Scara A, Etaj 3. (2) Quento Technologies Belgium was established on 29 June 2026, and its registered office is at Square de Meeûs 35, 1000 Bruxelles, Belgique Qualco Group S.A. is the holding company of the Group and has direct ownership, by 100.00%, only to Qualco Holdco Limited. Associates & joint ventures The associates and joint ventures as accounted for on the basis of the equity method of accounting as of 30 June 2026 are as follows. None of these entities have been determined to be material for the Group. Associate Note Country of incorporation and registered office Tax years unaudited Main service Holding (%) Real Estate Transactions & Integrated Solutions Platform S.A. (“Uniko S.A.”) Greece 2024-2025 Real Estate Platform 51.00% ODS S.A. Greece 2025 Digitalisation solutions platform 49.00% PQH Single Special Liquidation S.A. Greece 2024-2025 Single special liquidator 33.33% Clever Services S.A. Greece 2020-2025 Supply chain/last mile delivery 30.00% CNL AIFM Greece 2020-2025 Alternative investment fund manager 23.08% Resitech S.A. (1) Cyprus - Real Estate Platform 34.00% Notes: (1) On 23 March 2026, Qualco S.A. acquired a minority shareholding of 34% in Resitech S.A. (“Resitech”) There are no contingent liabilities relating to the Group’s interest in the above associates. Note 27 Non-controlling interests In ‘000 € 1.1 - 30.06.2026 1.1 - 31.12.2025 Opening balance 8,629 3,241 Measurement period adjustments (IFRS 3) – Note 7 155 - Opening balance restated 8,784 - Share of net profit of subsidiaries 4,005 9,351 Acquisition from minority shareholders - (2,422) Acquisition of subsidiaries - 3,833 Dividend Distribution (4,425) (5,375) Other 1 Closing Balance 8,364 8,629
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 69 Material non-controlling interests The Group holds 75.00% of QIF S.A., with 25.00% held by external investors. The non -controlling interest attributable to the subsidiary is material for the Group. Dividends paid to the non-controlling shareholders of QIF S.A. in the first half of 2026 amounted to €4.42 million. Summarized financial information for QIF S.A. as at 30 June 2026 before intragroup eliminations, is set out below: QIF S.A. 30.06.2026 In ‘000 € Current assets 31,191 Non-current assets 539 Total assets 31,730 Current liabilities 20,358 Non-current liabilities 271 Total liabilities 20,629 Equity attributable to owners of the parent 8,325 Non-controlling interests 2,776 Revenue 42,350 Profit for the period attributable to owners of the parent 12,865 Profit for the period attributable to NCI 4,288 Profit for the period 17,153 Net cash from operating activities 16,983 Net cash from investing activities 72 Net cash used in financing activities (23,955) Net cash flow (6,900) Note 28 Contingent liabilities and pledged assets (a) Legal cases No legal proceedings have been initiated against the Group or the Company that are expected to have a significant effect on the financial position or the operations of the Group or the Company. (b) Letters of Guarantees The Group has issued letters of guarantee to various beneficiaries to assure their liabilities. As at 30 June 2026, letters of guarantee amounted to €13.6 million (31 December 2025: €14.4 million). (c) Pending tax audits Tax authorities have not yet audited all of the Group’s entities for certain financial years and accordingly their tax obligations for those years may not considered final. With respect to the Group’s significant subsidiaries, the respective information is as follows: Qualco S.A., for the fiscal years 2011 to 2013, has been subject to tax audits in accordance with POL 1159/26.07.2011, while for the fiscal years 2014 to 2024, has been subject to tax audits conducted by Chartered Auditors Accountants, pursuant to Article 65A of Law 4174/2013. For all of the aforementioned fiscal years, the company has received an unqualified Tax Compliance Report. Furthermore, Qualco S.A. has been audited by a regular tax audit for the years 2014 to 2016 and 2018 to 2020. For the 2025 fisc al year, the tax audit is conducted by the Chartered Auditors Accountants for obtaining a Tax Compliance Report and it is in progress. The Management is not expecting significant tax liabilities upon completion of the tax audit other than those recorded and presented in the financial statements.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 70 Quant S.A., for the fiscal years 2018 to 2024, has been subject to the tax audit by the Chartered Auditors Accountants provided for in Article 65A of Law 4174/2013 and has received an unqualified Tax Compliance Report for the aforementioned fiscal years. Additionally, Quant has been audited by a regular tax audit for the years 2019 to 2020, while a tax audit by the Tax Authorities for fiscal years 2023-2024 is in progress. For the 2025 fiscal year, the tax audit is conducted by the Chartered Auditors Accountants for obtaining a Tax Compliance Report and it is in progress. The Management is not expecting significant tax liabilities upon completion of the tax audit other than those recorded and presented in the financial statements. QIF S.A. was established on December 31,2024. For the 2025 fiscal year, the tax audit is conducted by the Chartered Auditors Accountants for obtaining a Tax Compliance Report and it is in progress. The Management is not expecting significant tax liabilitie s upon completion of the tax audit other than those recorded and presented in the financial statements. Furthermore, the Company, its subsidiary Quento SA and its associate Uniko S.A. are also subject for the 2025 fiscal year to the tax audit which is conducted by the Chartered Auditors Accountants for obtaining a Tax Compliance Report. For the other subsidiaries and associates regarding unaudited tax years refer to Note 26. (d) Pledge assets Certain bank loans are secured by a pledge over the trade receivables arising from certain customer contracts of Qualco S.A. (see Note 23 in the 2025 annual report) and a bank loan is secured by a mortgage on acquired corporate offices. Restricted cash amounts and the portion of the government grant on interest payments affecting outstanding loan balances have been deducted from long-term debt (see Note 17). Note 29 Events after the reporting date The following significant events occurred between 0 1 July 2026 and the date of approval of these condensed interim consolidated financial statements. Long-Term Incentive Plan (LTIP) On 30 June 2026, the Annual General Meeting of the Company's shareholders approved a Long-Term Incentive Plan (LTIP), providing equity-based incentives to selected executives and employees of the Group in accordance with the terms and conditions approved by the General Meeting. By the same resolution, the General Meeting authorized the Company’s Board of Directors to take all necessary actions for the implementation of the above resolution. Acquisition of Lever Development Consultants On 29 July 2026, Qualco Single Member S.A., a subsidiary of the Group, acquired a 60% controlling interest in Lever Development Consultants, one of Greece's leading consulting firms serving public and private sector organisations. The transaction was structured as a share acquisition for an upfront consideration of €3.0 million, with an additional contingent consideration (earn-out) of up to €0.5 million linked to the achievement of specific performance targets. The founders of Lever remain shareholders and continue to lead the company's operations. The acquisition supports the Group's strategy to strengthen its presence in consulting services, digital transformation and technology-enabled solutions across Greece and the European Union. Acquisition of Multiverse S.A. On 6 August 2026, the Group acquired a 50.1% controlling interest in Multiverse S.A., a company active in innovation advisory services, funding solutions and artificial intelligence applications across the European market. The transaction was structured through the acquisition of existing shares for an upfront consideration of €0.9 million, with additional contingent consideration of up to €1.35 million linked to future performance, while the Group also committed €0.15 million through a share capital increase to support the company's further development.
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Group and Company Interim Financial Statements Notes to the Interim Financial Statements Group and Company 71 The acquisition enhances the Group's capabilities in artificial intelligence, advanced analytics and European innovation programmes, while further strengthening its international footprint and access to new markets and funding ecosystems. As of the date of approval of these financial statements, the valuation of the acquired assets and liabilities and the related purchase price allocation process of the abovementioned acquisitions are still in progress. Consequently, the initial accounting for the acquisitionσ in accordance with IFRS 3 Business Combinations has not yet been finalised. New bank borrowings On 27 August 2026, QUALCO Information Systems S.A. entered into a loan agreement with Piraeus Bank S.A. for an amount of €6.0 million, with a repayment term of four years and an annual interest rate of Euribor plus 2.05%. On 26 August 2026, QUALCO Technology S.A. entered into a loan agreement with Piraeus Bank S.A. for an amount of €4.0 million, with a repayment term of four years and an annual interest rate of Euribor plus 2.05%. In addition, on 20 July 2026, QQuant Master Servicer S.A. executed an amendment to its existing revolving credit facility agreement with Optima Bank S.A., increasing the available credit limit by €3.0 million. The additional financing bears interest at an annual rate of Euribor plus 4.00%. Dividend Payment On 28 August 2026, the Company completed the payment of the dividend approved by the Annual General Meeting of Shareholders on 30 June 2026. Other than the matters described above, there were no subsequent events after the reporting date that would require adjustment to, or disclosure in, these condensed interim consolidated financial statements.
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Report on the use of proceeds 72 Report on the use of proceeds Report on the use of proceeds Report on the use of proceeds raised from the Share Capital Increase for the period 14 May 2025 up to 30 June 2026 Pursuant to Articles 4.1.1 and 4.1.2 of ATHEX Regulation and the decision 25/21.05.2024 of the Governing Committee of ATHEX and the decisions 8/754/14.4.2016 and 10Α/1038/30.10.2024 of the Board of Directors of Hellenic Capital Market Commission (“HCMC”), as in force, as in force, the following are hereby disclosed: Pursuant to the resolution dated 6 May 2025 of the Board of Directors of Qualco Group S.A. (the “Company”), adopted pursuant to the authorization granted by the General Meeting of shareholders held on 14 March 2025, the increase of the Company’s share capital through a public offering of 10,500,000 new common registered voting shares (the “New Shares”), to be paid in cash (the “Increase”), was resolved, as well as the admission of all shares of the Company to trading on the Regulated Market of the Athens Exchange (the “Admission”). The Board of Directors of the HCMC, at its meeting held on 6 May 2025, approved the content of the Prospectus relating to the public offering of the New Shares and the Admission. In the context of the Increase, 10,500,000 new ordinary registered voting shares were issued with a subscription price of €5.46 per share and a nominal value of €1.00 per share. The New Shares were admitted to trading on the Main Market of the Athens Exchange on 15 May 2025. The total gross proceeds raised amounted to €57,330,000.00. Issuance expenses amounted to €9,614 thousand and were fully covered by the net proceeds raised. The Board of Directors of the Company convened on 14 May 2025 and certified the timely and full payment of the funds raised through the Share Capital Increase. Up to 3 0 June 2026, the proceeds raised were allocated in accordance with the use of proceeds described in the Prospectus, with the exception of a partial change in the use of proceeds as approved by the Board of Directors of the Company by its resolutions dated 4 June 2025 and 25 November 2025 (see below the paragraph entitled “ Partial amendment in the use of proceeds raised through the Company’s share capital increase in cash”), as follows: Table of allocation of funds raised from the share capital increase (Amounts in €000s) A/A Allocation of Raised funds Based on the Purposes of the Prospectus (Section 17. Reasons for the Combined Offering and Use of Proceeds of the Prospectus) Raised Funds according to the Prospectus Total allocated funds for the period Total allocated funds up to 30 June 2026 Unallocated funds as of 30 June 2026 14 May 2025 up to 30 June 2025 1 July 2025 up to 31 December 2025 1 January 2026 up to 30 June 2026 A Up to €23,858 thousand to finance the acquisition of majority or minority shareholdings in entities, which are not related parties as defined in IAS 24 in conjunction with IFRS 10, and/or increase its shareholding in existing subsidiaries or associates, either directly or through the Group’s subsidiaries, (i) in Greece, in order to enrich Qualco’s technology portfolio with innovative products and services; and/or (ii) internationally, in order to enhance its distribution capacity, expand its geographical footprint and strengthen cross-selling and upselling opportunities for existing products and services 23,858 5,087 10,368 2,970 18,424 5,433
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Report on the use of proceeds 73 A/A Allocation of Raised funds Based on the Purposes of the Prospectus (Section 17. Reasons for the Combined Offering and Use of Proceeds of the Prospectus) Raised Funds according to the Prospectus Total allocated funds for the period Total allocated funds up to 30 June 2026 Unallocated funds as of 30 June 2026 14 May 2025 up to 30 June 2025 1 July 2025 up to 31 December 2025 1 January 2026 up to 30 June 2026 B Up to €19,087 thousand to finance Qualco’s Platform as a Service business with a focus on developing new platforms and enhancing the existing platforms, either directly or through its subsidiaries; and 19,087 5,255 6,912 2,715 14,882 4,205 C Up to €4,771 thousand will be used as working capital for the Company and its subsidiaries. In addition, any funds not deployed under (A) and (B) after 18 months following the Admission will also be used as working capital for the Company and its subsidiaries by no later than 24 months following the Admission. 4,771 1,868 2,330 573 4,771 - Total 47,716 12,210 19,610 6,258 38,078 9,638 Plus: Issuance costs 9,614 — — — 9,614 — Grand Total 57,330 12,210 19,610 6,258 47,692 9,638 In accordance with Decision No. 10A/1038/30.10.2024 of the Board of Directors of the HCMC, the funds utilized by the Company during the period 14 May 2025 up to 31 December 2025 by investment category under items A, B & C as presented in the above table, correspond to cash outflows and not expense accounting entries. Total allocated funds per item A: The Company proceeded with the following investments: (i) Acquisition of Empedus S.A.: On 20 June 2025, the Group’s 100.00% subsidiary, Quento Technologies Single Member S.A. ("Quento"), the ICT arm of the Group acquired the 100.00% of Empedus S.A. The company is an innovative and rapidly growing provider of technology solutions that accel erate operational transformation. Since 2016, it has been implementing advanced automation, IT operation enhancement and intelligent governance systems, with the aim of efficiency, transparency and resilience of organizations. Through the Al - Infused Project Delivery framework, it integrates AI at every stage of implementation, offering faster value delivery and predictive risk management. Empedus S.A. is a certified partner of ServiceNow, an AWS Robomaker solution provider, and has an outstanding resear ch and development center in Northern Greece. The agreement provides for the acquisition of 100% of Empedus S.A. at a valuation of €6 million. The price will be paid in two phases: the first phase of €4.5 million, covers 75% of the valuation, and the secon d, covering the remaining 25%, is expected to be paid in 2028 as a deferred earn -out. The deferred earn-out, subject to the achievement of certain financial targets until 2027 and commercial terms, will have a floor amount of €2.5 million, bringing the tot al consideration to €7 million including an additional amount of €1 million as compensation for non-compete undertakings. As of 31 December 2025, the Group has made a payment of €3.7 million to the seller with the remaining €800 thousand from the first phase is payable in 2026, subject to the fulfilment of certain conditions. (ii) Middle Office Services S.A.: On 29 May 2025, the Group proceeded with the payment of the second installment of €800 thousands relating to the acquisition of 70% of Middle Office Services S.A. by Qualco S.A. on 28 June 2024, for a purchase price of €1.77 million payable in three ins tallments. Middle Office Services S.A., is a provider of banking support services with focus in supporting all activities related to servicing business loans, coordinate effective collaboration with external third parties (e.g., law firms, bailiffs, etc.) and monitoring of the debtor’s compliance with the agreements.
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Report on the use of proceeds 74 (iii) Quento S.A .: On 15 May 2025, the Group proceeded with a share capital increase to the existing 100% subsidiary Quento S.A., for an amount of €500 thousand. The company was established on 15 February 2025, and its primary focus is on delivering information and commun ication technologies solutions and service. Furthermore, a) on 15 October 2025 the Company proceeded contributed to Quento S.A., through the subscription of Convertible Bond Loan issued by the latter with the amount of €1,633 thousand and b) on 2 4 November 2025, the Company proceeded to with an advance payment toward a share capital increase for an amount of €4 million. The share capital increase in Quento S.A. is expected to take place in the second quarter of 2026. (iv) Natech S.A.: On 15 May 2025, Qualco S.A. participated to a share capital increase prorated to its shareholding of 0.87%, corresponding to an amount of €87 thousand. (v) Cenobe S.A. : On 1 July 2025, Qualco S.A. acquired a 50.01% stake in Cenobe S.A. for €1,235 thousands (post‑money valuation c. €2.8 million), expanding the Group’s presence in offensive cybersecurity through Cenobe’s proprietary External Attack Surface Management (“EASM”) solution. (vi) d.d. Synergy S.A: On 31 December 2025, Qualco S.A., proceeded with the full acquisition of the share capital of d.d. Synergy S.A. through the acquisition of the remaining minority stake of 49.90%, for a consideration amounting to €3.5 million. Qualco S.A. had previously acquired a 50.10% minority stake in d.d. Synergy S.A. in April 2024. The full acquisition supports Qualco Group’s strategy to accelerate the growth of d.d. Synergy S.A., a leading SAP business partner in Greece serving local and international large corporates. Full integration enables synergies across the Group for the delivery of large ‑scale technology and digital transformation projects, while supporting expansion into new sectors with innovative solutions. (vii) Cenobe S.A.: On 13 March 2026, Qualco S.A. proceeded with the payment of an earn-out of €2.0 million to the former shareholder of Cenobe S.A. in accordance with the share purchase agreement signed on July 1st, 2025. (viii) Investment in a payment services provider: On 16 April 2026, Qualco S.A. made an advance payment of €800 thousand in connection with the planned acquisition of an entity operating in the payment services sector. The advance payment will be set off against, and deducted from, the transaction consideration upon completion of the acquisition. (ix) Middle Office Services S.A .: On 27 May 2026, the Group proceeded with the third and final payment of € 170 thousands relating to the acquisition of 70% of Middle Office Services S.A. by Qualco S.A. on 28 June 2024, for a purchase price of €1.77 million payable in three installments. With respect to investments (i), (iii(a)), (v), (vi), (vii), (viii) and (ix) the Company contributed an amount of €13.0 million to its wholly‑ owned subsidiary Qualco S.A. through the subscription of the Convertible Bond Loan issued by Qualco S.A. (see below “Partial amendment of the use of proceeds raised through the Company’s share capital increase in cash —Convertible bond loan”). With respect to investments (ii), (iii(b)) and (iv), the Company proceeded with an advance payment toward a share capital increase of its 100.00% subsidiary, Qualco S.A., in the amount of €5.4 million. The share capital increase in Qualco S.A. is expected to be completed in the fourth quarter of 2026. Total allocated funds per item Β: The Company proceeded with the following investments: (i) Uniko S.A.: On 15 May 2025, Qualco S.A. as per shareholders agreement, contributed with an additional capital contribution to Uniko S.A. of the amount of €3.6 million. Uniko S.A. was established in July 2024 and is a joint venture between the National Bank of Greece S.A. and Qualco S.A. Qualco S.A. holds a 51.00% stake in Uniko. For this investment, the Company proceeded to with an advance payment toward a share capital increase of the 100.00% subsidiary Qualco S.A. The share capital increase in Qualco S.A. is expected to be completed in the second quarter of 2026. (ii) Platform Togglit: On 6 June 2025, Qualco S.A. proceeded with investment for the enhancing of the existing Togglit platform in its 100.00% subsidiary Qualco UK Ltd, with the payment of €1.7 million. Togglit is a consumer-facing financial wellness platform explicitly designed for the UK market and provides users with practical tools to manage their finances effectively. It supports customers in managing all their positions in a
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Report on the use of proceeds 75 single platform before their account is passed to a debt collection agency. By linking and consolidating accounts on Togglit, the number of servicing partners involved is reduced. Through dedicated budgeting tools and affordable payment plans, the platform allows for direct payments, thus reducing calls and contacts with debt agencies. It also helps with maximizing income by identifying potential entitlements to benefits and grants customers may be entitled to. (iii) EPS Panel Manager platform : On 1 July 2025, Qualco (UK) Limited acquired the EPS Panel Manager platform for a total consideration of €297 thousands. This platform includes the novation of two prime client contacts including E.ON Next, and major telecom, internet and media provider, together with all of the intellectual property relating to the Panel Manager software application with any historical or future code or enhancements. (iv) Qualco (UK) Limited: On 4 December 2025, Qualco S.A. proceeded with an advance payment toward a share capital increase in the amount of €1.7 million mainly to support the further development of the Togglit/ Extracollect platforms and strengthen the Sales and Marketing function. (v) ODS S.A.: On 9 July 2025, Qualco S.A. as per shareholders agreement, contributed with the amount of €2,450 thousand of the initial share capital and on 24 December 2025 contributed with an additional capital contribution to ODS S.A. of the amount of €2,450 thousand. ODS S.A. was established on 29 May 2025 and strategic partnership between the Piraeus Bank in connection with the digitalization of retail lending operations and Qualco S.A. Qualco S.A. holds a 49.00% stake in ODS S.A. (vi) Uniko S.A.: On 24 February 2026, Qualco S.A. as per shareholders agreement, contributed with an additional capital contribution to Uniko S.A. of the amount of €1.53 million. Uniko S.A. was established in July 2024 and is a joint venture between the National Bank of Greece S.A. and Qualc o S.A. Qualco S.A. holds a 51.00% stake in Uniko. (vii) Resitech S.A. : On 23 March 2026, Qualco S.A. acquired a minority shareholding of 34% in Resitech S.A. (“Resitech”), a company headquartered in Nicosia with operations in Greece and Cyprus. The investment was structured through a combination of a capital increase and a share acquisition, with a total value of €640 thousand. Resitech is a technology company specializing in B2B technology platforms for the real estate market. Since 2021, the company’s team of engineers and data scientists has distinguished itself by delivering a broad range of innovative software -as-a-service (SaaS) solutions for the sector. In particular, Resitech’s platforms focus on asset management, leverag ing digital data storage as well as legal and technical archival systems (viii) Qualco (UK) Limited: On 20 April 2026, Qualco S.A. proceeded with the second and final advance payment toward the share capital increase in the amount of €545 thousand mainly to support the further development of the Togglit/ Extracollect platforms and strengthen the Sales and Marketing function. With respect to investments (i) and (iv), the Company proceeded with an advance payment toward a share capital increase of its 100.00% subsidiary, Qualco S.A., in the amount of €5.3 million. The share capital increase in Qualco S.A. is expected to be completed in the fourth quarter of 2026. With respect to the investment (ii), (iii), (v), (vi) and (vii) the Company contributed to its 100.00% subsidiary, Qualco S.A., through the subscription of Convertible Bond Loan (see below “Partial amendment of the use of proceeds raised through the Company’s share capital increase in cash —Convertible bond loan”) issued by the latter with the amount of €6.9 million. It is clarified that the temporarily unused funds are kept at bank accounts in the name of the Company. Partial amendment in the use of proceeds raised through the Company’s share capital increase in cash Convertible bond loan On 4 June 2025, the Board of Directors of the Company resolved on a partial, non -significant change in the use of proceeds raised in the context of the share capital increase (the “Raised Funds”) of the Company in cash in accordance with the provisions of the Prospectus dated 6 May 2025 and approved by the Capital Market Commission. In particular,
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Report on the use of proceeds 76 the Board of Directors resolved to amend the method of providing the funds to the Company’s subsidiaries for the purposes referred to in Section 17 of the Prospectus, to include, in addition to share capital increases in the subsidiaries, convertible bond loans issued by the subsidiaries for an amount of up to €11 million, or 19.2% of the total proceeds of the SCI. On 18 June 2025, the Company’s subsidiary Qualco S.A. approved the issuance of a Convertible Bond Loan (the “Convertible Bond Loan”) for an amount of up to €11 million, interest rate at Euribor 6 -month plus spread 2.75%, duration of 5 years and interest periods of 6 months. As of 30 June 2025, Qualco S.A. had issued, and the Company had subscribed for, an amount of €5.4 million of the Convertible Bond Loan. Furthermore, by the date of approval of the Company’s interim financial statements (i.e. 25 September 2025), Qualco S.A. had issued, and the Company had subscribed for, an additional amount of €4.0 million. Subsequently, on 25November 2025, the Board of Directors of the Company resolved on a further partial change in the use of the Raised Funds that exceeds 20% of the total Raised Funds. More specific, with the aim of enhancing efficiency in channeling funds to the Company’s subsidiaries for the purposes referred to in the Prospectus, and in the context of optimally serving the interests of the Company and the Group, the Board of Directors of the Company resolved on a further amendment of the use of the Raised Funds, as described in the Prospectus, and specifically that: - with respect to Use A, the remaining unallocated amount as at 25 November 2025 of €15.9 million out of a total of €23.9 million, - with respect to Use B, the remaining unallocated amount as at 25 November 2025 of €11.1 million out of a total of €19.1 million, and - with respect to Use C, the remaining unallocated amount as at 25 November 2025 of €1.3 million out of a total of €4.8 million, to the extent it is considered appropriate to channel such amounts to subsidiaries of the Company in accordance with the flexibility provided in the Prospectus for the servicing of the specific uses, these amounts be channeled through bond loans issued by the Company’s subsidiaries and not through participation in increases of their share capital, by way of derogation from what is stated in the relevant section of the Prospectus. The above- mentioned amendment of the use of the Raised Funds is deemed beneficial for the Company, since financing through bond loans does not affect the shareholding composition of the Group companies and therefore the organisational structure of the Group, and is more immediate and less bureaucratic than a share capital increase, which requires approvals and amendments to articles of association. The above-mentioned amendment represents 49.4% of the total Raised Funds, and taking into account the change of use decided by virtue of the decision of the Company’s Board of Directors dated 4 June 2025 amounting in total to 68.6%; as such, it was deemed significant within the meaning of Article 22 of Law 4706/2020 and was approved by the Extraordinary General Meeting of Shareholders of the Company held on 18 December 2025 (the “EGM”). Upon the decision of the EGM, Company’s subsidiary Qualco S.A. approved on 22 December 2025 the amendment of the Convertible Bond Loan increasing its amount from up to €11.0 million to up to €32.3 million with all other terms remaining unchanged. See also Note 14 of the Annual 2025 Financial Statements. Marousi, 14 September 2026 The Executive Chairman of the Board of Directors The Group Chief Executive Officer The Group Chief Financial Officer Orestis Tsakalotos Miltiadis Georgantzis Nikolaos Kontopoulos