MEGAKRÁN Kereskedelmi es Szolgáltató Nyilvánosan Muködo Reszvenytársaság : Annual report of EU-SOLAR Plc.

EU-SOLAR TRADE AND SERVICES PLC

ANNUAL

REPORT 2023

Contents
Declaration of the issuer	3
Independent auditors' report	4
Balance sheet	10
Income statement	13
Supplementary notes to the financial statements	15
Business report	53

ANNUAL REPORT 2023

DECLARATION OF THE ISSUER

The undersigned EU-SOLARTrading and Services Public Company Limited by Shares (registered seat: 7630 Pécs, Koksz street 127.; registration authority: Pécs County Court as Court of Registration; registration number: 02-10-060424; represented by: András Balázs Petre, chairman of the board of directors, with independent right to sign), as issuer (here- inafter: Issuer) - in accordance with provisions of article 15.1. of book two, titled "Regula- tions on Registration, Continued Trading and Deletion", of the "General Terms of Service of BSE Xtend" - hereby establishes the annual financial statements of the Issuer concerning business year 2023, as approved by the sole shareholder of the Issuer, as follows.

The Issuer declares that the annual financial statements, prepared in accordance with the applicable accounting standards and to the best of its knowledge, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Issuer; fur- thermore, the business report provides a reliable overview of the situation, development, and performance of the Issuer, outlining the main risks and uncertainties.

Pécs, 31 May 2024

EU-SOLAR Plc.

represented by

András Balázs Petre

chairman of the board of directors

3

ANNUAL REPORT 2023

Independent auditors' report

4

ANNUAL REPORT 2023

INDEPENDENT AUDITOR'S REPORT

(Free translation)

To the shareholder of EU-SOLAR Nyrt.

Report on the audit of the financial statements

Opinion

We have audited the financial statements of EU-SOLAR Nyrt. (the "Company") for the financial year ended on 31 December 2023 which comprise the balance sheet as at 31 December 2023 (in which the balance sheet total is THUF 13,307,142), the related income statement for the financial year then ended (in which the profit after tax is THUF 456,897), and the notes to the financial statements, which include a summary of significant accounting policies.

In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2023, and of the results of its operations for the financial year then ended in accordance with the provisions of Act C of 2000 on Accounting ("Accounting Act"), in force in Hungary.

Basis for opinion

We conducted our audit in accordance with Hungarian National Standards on Auditing ("HNSA") and with applicable laws and regulations in force in Hungary. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report.

We are independent of the Company in accordance with the applicable laws of Hungary, with the Hungarian Chamber of Auditors' Rules on ethics and professional conduct of auditors and on disciplinary process and, for matters not regulated in the Rules, with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) and we also comply with further ethical requirements set out in these.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our audit approach

Overview

Overall materiality	Overall materiality applied was THUF 84,543
Key Audit Matter	Revenue recognition and related accounting
	estimates

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

PricewaterhouseCoopers Könyvvizsgáló Kft., 1055 Budapest, Bajcsy-Zsilinszky út 78. T: ([phone], F: ([phone], www.pwc.hu

5

ANNUAL REPORT 2023

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which the Company operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the financial statements as a whole.

Materiality	THUF 84,543
Determination	5% of the profit before tax with minor adjustments.
Rationale for the	We chose profit before tax as the benchmark because, in our view, it is
materiality	the benchmark against which the performance of the Company is
benchmark applied	most commonly measured by users, and is a generally accepted
	benchmark. We chose 5%, which is consistent with quantitative
	materiality thresholds used for profit-oriented companies in this
	sector.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Revenue recognition and related accounting estimates

• The Company's revenue in 2023 comes We examined the accounting policy for revenue from two significant sources: wholesale recognition whether it is in accordance with the

and residential solar panel installation	provisions of the Accounting Act. We held discussions
activities. In connection with residential	with the Company's management to update our
solar panel installations, the company	understanding of the revenue accounting and assess
calculate its sales revenue applying the	the controls built into the revenue recognition
degree of completion method from 2022.	process. In the case of the wholesale activity, we tested
The sales revenue is a particularly	the existence and accuracy of the sales revenue in the
important indicator in assessing the	case of open significant customer balances at the end
Company's	performance,	especially	of the year by balance confirmation process, in case of
considering	that the Company has	items that have already been financially settled, we

6

ANNUAL REPORT 2023

realized significant growth in recent years.	used sampling procedures in which the selected items
Accounting for sales revenue directly	were matched to basic documents (invoice, contract,
affects the Company's profitability, and	certificate of completion). In the case of revenue
accounting for this is emphasized due to	coming from residential solar panel installation, we
the Company's activities, and therefore we	also tested the existence and accuracy of revenue with
considered it a key audit area. Disclosures	sampling procedures and matched the selected items
regarding revenue are included in section	to supporting documents (invoice, contract, certificate
5.1 of the supplementary notes.	of completion). In connection with open customer
	contracts at the end of the year, we verified with
	sampling procedures that the revenues, costs and
	expenses related to the accounting unit of the contract
	are accounted for in the profit and loss account in
	proportion to the degree of completion, regardless of
	the amount of the issued customer invoices or the
	time schedule of the related costs and expenses, that
	is, to satisfy ourselves about whether the sales revenue
	and related costs were accounted for according to the
	degree of completion corresponding to the technical
	progress of the projects. We tested the cancellation
	and correction invoices issued by the Company after
	the above date to make sure that they were accounted
	for the correct business year. Analytical procedures
	were carried out for the development of the net sales
	revenue. Whether the amount of trade receivables
	existing on the balance sheet has been settled after the
	balance sheet date was tested by sampling procedures.

Other information: the business report and the annual report

Other information comprises the business report and the annual report of the Company for the financial year ended on 31 December 2023. Management is responsible for the preparation of the business report in accordance with the provisions of the Accounting Act and other relevant regulations, and for the preparation of the annual report in accordance with Act CXX. of 2001 on Capital Market. Our opinion on the financial statements does not cover the business report or the annual report.

In connection with our audit of the financial statements, our responsibility is to read the business report and the annual report and, in doing so, consider whether the business report and the annual report is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If based on our work performed we conclude that the business report and the annual report is materially misstated, we are required to report this fact, and based on the Accounting Act, also the nature of the misstatement.

Based on the Accounting Act, it is also our responsibility to consider whether the business report has been prepared in accordance with the provisions of the Accounting Act and other relevant regulations, if any, and to express an opinion on this and on whether the business report is consistent with the financial statements.

In our opinion, regarding the financial year ended on 31 December 2023, the business report and the annual report of the Company is consistent, in all material respects, with the financial statements for the financial year ended on 31 December 2023, and the business report has been prepared in accordance with the provisions of the Accounting Act. As there is no other regulation prescribing further requirements for the business report, we do not express an opinion in this respect.

7

ANNUAL REPORT 2023

We are not aware of any other material inconsistency or material misstatement in the business report and the annual report and therefore we have nothing to report in this respect.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation of the financial statements that give a true and fair view in accordance with the Accounting Act, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis in preparation of the financial statements. Management has to apply the going concern basis of accounting unless other relevant rules prevent its application or there are facts and circumstances contradicting the going concern principle.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HNSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with HNSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis in the preparation of the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.

8

ANNUAL REPORT 2023

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

The engagement partner on the audit resulting in this independent auditor's report is Biczó Péter.

Budapest, 21 May 2024

Biczó Péter Partner Statutory auditor Licence number: 004957 PricewaterhouseCoopers Könyvvizsgáló Kft. 1055 Budapest, Bajcsy-Zsilinszky út 78. Licence number: 001464

Translation note:

This English version of our report is a translation from the original version prepared in Hungarian on the financial statements prepared in Hungarian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this English translation.

9

ANNUAL REPORT 2023

BALANCE SHEET

EU-SOLAR Plc

2023.12.31.

No.	Serial	Description	Previous	Modifi-	Current
year	cations	year
001	A.	NON-CURRENT ASSETS	2,040,284	0	2,490,548
002	I.	INTANGIBLE ASSETS	60,102	0	44,382
003		Capitalised cost of foundation and restructuring	0	0	0
004		Capitalised research and development cost	20,458	0	13,657
005		Property rights	21,067	0	27,566
006		Intellectual property	18,577	0	3,159
007		Goodwill	0	0	0
008		Advances on intellectual property	0	0	0
009		Revaluation of intangible assets	0	0	0
010	II.	PROPERTY, PLANT AND EQUIPMENT	1,979,327	0	2,431,094
011		Land and buildings and related property rights	1,418,052	0	1,869,063
012		Plant and machinery, vehicles	47,614	0	209,982
013		Other equipment, fixtures and vehicles	217,925	0	294,344
014		Livestock	0	0	0
015		Assets under construction	194,415	0	6,534
016		Advances on assets under construction	101,321	0	51,171
017		Revaluation of property, plant and equipment	0	0	0
018	III.	NON-CURRENT FINANCIAL INVESTMENTS	855	0	15,072
019		Long-term investments in affiliated parties	855	0	15,072
020		Long-term loan to affiliated parties	0	0	0
021		Long-term investments to significant parties	0	0	0
022		Long-term loan to significant parties	0	0	0
023		Other long-term investments	0	0	0
024		Long-term loans to other investments	0	0	0
025		Other long-term loans	0	0	0
026		Long-term debt securities	0	0	0
027		Revaluation of financial investments	0	0	0
028		Fair valuation difference of financial investments	0	0	0
029	B.	CURRENT ASSETS	16,536,885	0	8,813,400
030	I.	Inventories	6,055,124	0	5,137,389
031		Raw materials and consumables	5,706,130	0	4,320,198
032		Unfinished production and semi-finished products	2,588	0	5,217
033		Grown, fattened and other livestock	0	0	0
034		Finished products	0	0	0
035		Merchandises	0	0	0
036		Advances on inventories	346,406	0	811,974

10