NAGA : Financial Statement 2023

FINANCIAL STATEMENTS

as of December 31, 2023

The Naga Group AG

Hohe Bleichen 12

20354 Hamburg

Page 1

Balance sheet as at 31/12/2023

The Naga Group AG

Naga AG

Hamburg

ASSETS

TOTAL EQUITY AND LIABILITIES

	Financial Year	Prior Year
EUR	EUR	EUR

1. Noncurrent assets

I. Intangible fixed assets

1. Purchased licences, trademarks and

similar rights and values as well as
licenses to such rights and values	712,462.74		560,709.74
2. Other intangible assets	0.00		1.00
	712,462.74	560,710.74

1. Tangible fixed assets

1. Other equipment, operating and office

	equipment			8,058.00		13,275.00
III. Long-term financial assets
1.	Shares in affiliated companies	21,956,929.90			22,435,213.96
2.	Other long-term equity investments	0.00				1.00
				21,956,929.90 22,435,214.96
Total noncurrent asset			22,677,450.64 23,009,200.70

1. Current assets

I. Receivables and other assets

1. Trade receivables	0.00	19,848.08
Carried forward	0.00	19,848.08
	22,677,450.64 23,009,200.70

				Financial Year	Prior Year
			EUR	EUR	EUR
A.	Equity
I.		Subscribed capital		54,047,924.00 54,047,924.00
II.		Capital reserves		66,560,428.12 66,560,428.12
III.		Net accumulated losses		67,768,474.49 65,576,019.00
		- of which accumulated losses brought
		forward EUR 65,576,019.00
		(EUR 40,762,688.80)
	Total equity		52,839,877.63 55,032,333.12
B.	Provisions
1.	Other provisions		366,900.00		349,560.00
C.	Liabilities
1.	Bonds	2,398,824.66			0.00

• of which convertible
  EUR 2,398,824.66 (EUR 0.00)

2.	Trade payables	706,480.09	1,028,513.08
3.	Liabilities to affiliated companies	6,096,290.02	706,456.69
4.	Liabilities to companies invested in	4,916,910.23	2,029,082.23
5.	Other liabilities	186,740.63	244,590.04

• of which taxes EUR 7,725.44 (EUR 21,845.79)

14,305,245.63	4,008,642.04
Carried forward	53,206,777.63 55,381,893.12

Commercial law

					Page 2
	Balance sheet as at 31/12/2023
		The Naga Group AG
		Naga AG
		Hamburg
ASSETS			TOTAL EQUITY AND LIABILITIES
	Financial Year	Prior Year		Financial Year	Prior Year
EUR	EUR	EUR	EUR	EUR	EUR
Brought forward	22,677,450.64 23,009,200.70 Brought forward		53,206,777.63 55,381,893.12
0.00		19,848.08	14,305,245.63		4,008,642.04

2.	Receivables from affiliated companies	44,373,160.06		34,851,522.59
3.	Other assets	249,360.60			1,127,975.15
		44,622,520.66 35,999,345.82
II.	Securities
1.	Other securities	1.00	1.00
III. Cash on hand, central bank balances,
	bank balances, and checks	41,086.08	303,550.06
Total current assets	44,663,607.74 36,302,896.88
C. Prepaid expenses	170,964.88	78,437.58

• of which social security
  EUR 3,090.11 (EUR 4,933.86)

14,305,245.63 4,008,642.04

67,512,023.26 59,390,535.16	67,512,023.26 59,390,535.16

Commercial law

				Page 3
Income statement from 01/01/2023 to 31/12/2023
The Naga Group AG
Naga AG
Hamburg
			Financial Year	Prior Year
		EUR	EUR	EUR
1.	Sales		3,362,489.94	2,897,908.57
2.	Other own work capitalised		175,100.00	0.00
3.	Other operating income		243,102.47	89,313.81
4.	Cost of materials
a)	Expenses for purchased services		920,379.00	0.00
5.	Personnel expenses
a)	Wages and salaries	576,980.94		561,424.96
b) Social security contributions and expenses for
	pensions and other benefits	62,223.55		55,958.87

• of which in respect of old age pensions EUR 381.60 (EUR 381.60)

639,204.49 617,383.83

6. Depreciation and amortization

1. Of noncurrent intangible assets and property,

plant and equipment

33,060.14

12,123.11

1. Of current assets, to the extent that these exceed the depreciation and amortisation customary in

	the corporation	544,570.40		0.00
		577,630.54	12,123.11
7.	Other operating expenses	2,483,983.17	9,786,261.96
8.	other interest and similar income	3,414,950.43	1,322,049.45

• of which from affiliated companies EUR 3,414,683.43 (EUR 1,322,049.45)

9. Depreciation and amortization of financial assets

and marketable securities	390,284.06	18,702,756.14
10. Interest and similar expenses	829,189.58	4,082.23

• of which from affiliated companies EUR 2,379.77 (EUR 0.00)

11.	Expenses from loss transfers (parent)	3,547,427.49	0.00
12.	Taxes on income and earnings	0.00	5.24-
13.	Net income/net loss after tax	2,192,455.49-	24,813,330.20-
14.	Net loss for the financial year	2,192,455.49	24,813,330.20
15.	Loss carried forward from the previous year	65,576,019.00	40,762,688.80
16.	Net accumulated losses	67,768,474.49	65,576,019.00

Commercial law

Page 4

Statement of movements on non-current assets as at 31/12/2023

The Naga Group AG

Naga AG

Hamburg

acquisition-,

additions

disposals

transfers

acquisition-,

accumulated

depreciations

disposals

transfers

accumulated

write-ups

book value

book value

production-

production-

depreciations

financial year

depreciations

financial year

cost

cost

01/01/2023

31/12/2023

01/01/2023

31/12/2023

31/12/2023

31/12/2022

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

1. Noncurrent assets

I. Intangible fixed assets

1.	Purchased licences, trademarks and similar rights and values as	562,644.74	175,100.00		737,744.74	1,935.00	23,347.00		25,282.00	712,462.74	560,709.74
	well as licenses to such rights and values
2.	Other intangible assets	15,324,260.33		15,324,260.33	0.00	15,324,259.33		15,324,259.33	0.00	0.00	1.00
	Total intangible fixed assets	15,886,905.07	175,100.00	15,324,260.33	737,744.74	15,326,194.33	23,347.00	15,324,259.33	25,282.00	712,462.74	560,710.74
II.	Tangible fixed assets
1.	Other equipment, operating and office equipment	80,737.78	4,496.14		85,233.92	67,462.78	9,713.14		77,175.92	8,058.00	13,275.00
	Total tangible fixed assets
	80,737.78	4,496.14		85,233.92	67,462.78	9,713.14		77,175.92	8,058.00	13,275.00
III. Long-term financial assets
1.	Shares in affiliated companies	35,676,947.48	88,000.00-	520,283.06	35,068,664.42	13,241,733.52	390,282.06	520,281.06	13,111,734.52	21,956,929.90	22,435,213.96
2.	Other long-term equity investments	186,340.00		186,340.00	0.00	186,339.00		186,339.00	0.00	0.00	1.00
	Total financial assets	35,863,287.48	88,000.00-	706,623.06	35,068,664.42	13,428,072.52	390,282.06	706,620.06	13,111,734.52	21,956,929.90	22,435,214.96
Total noncurrent asset
51,830,930.33	91,596.14	16,030,883.39	35,891,643.08	28,821,729.63	423,342.20	16,030,879.39	13,214,192.44	22,677,450.64	23,009,200.70

Commercial law

The Naga Group AG

Notes for the fiscal year from January 1 to December 31, 2023

of The Naga Group AG, Hamburg

A. General information

The annual financial statements of The Naga Group AG (hereinafter also referred to as "Naga AG" or "Company"), Hamburg (Hamburg District Court, HRB 136811) have been prepared in accordance with Sections 242 et seq. and Sections 264 et seq. of the German Commercial Code (HGB) and the provisions of the German Stock Corporation Act (AktG).

The company is a small corporation within the meaning of Section 267 (1) of the German Commercial Code (HGB). The facilitations for small corporations were partially used.

For the sake of clarity, no notes were made in the balance sheet if possible; these are explained in the Annex. The income statement is prepared in accordance with Section 275

(2) of the German Commercial Code (HGB) in accordance with the total cost method.

The recognition and valuation of the annual financial statements are in line with the principles of the previous financial year. The company's balance sheet was prepared in accordance with the provisions of Section 266 (2) and (3) of the German Commercial Code (HGB).

As in the previous year, the Company made use of the exemption provision pursuant to Section 264 (1) sentence 4 of the German Commercial Code (HGB) for the 2023 financial year and waived the preparation of a management report.

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The Naga Group AG

B. Accounting Principles

The following accounting and valuation policies were essentially decisive for the preparation of the annual financial statements.

Acquired non-current assets are accounted for at cost and, if they are subject to wear and tear, are reduced by scheduled depreciation in accordance with their useful life.

Property, plant and equipment are recognized at the acquisition costs subject to capitalization and, to the extent depreciable, reduced by depreciation and amortization. The normal service life here is between one and ten years.

Financial assets are valued at cost.

To the extent that the value of fixed assets determined in accordance with the above principles is higher than the value to be attributed to them on the balance sheet date, this is taken into account by unscheduled depreciation. If it turns out in a later financial year that the reasons for this no longer exist, the amount of these depreciations is attributed to the extent of the increase in value, taking into account the depreciation that would have had to be made in the meantime.

Receivables and other assets are valued at par value. All identifiable individual risks are taken into account in the assessment.

The securities and crypto-assets of current assets are recognized at acquisition cost or, where applicable, at the lower values resulting from the stock exchange or market prices on the reporting date in accordance with Section 253 (4) of the German Commercial Code (HGB).

The deferred expenses include payments for expenses for the next year that have already been incurred during this period.

The other provisions take into account all recognizable risks and uncertain obligations and are valued at the amount of the settlement amount necessary according to a reasonable commercial assessment. Future price and cost increases will be taken into account if there are sufficient objective indications that they will occur.

The liabilities are accounted for at the settlement amount.

Assets and liabilities denominated in foreign currency were generally translated using the spot exchange rate at the balance sheet date. In the case of a remaining term of more than one year, the realization principle (§ 252 para. 1 no. 4 half-sentence 2 HGB) and the acquisition cost principle (§ 253 para. 1 sentence 1 HGB) were observed.

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The Naga Group AG

C. Notes to the Balance Sheet and Profit and Loss Account

1. Balance sheet Intangible assets

The NAGA.com domain acquired in the calendar year 2018 will not be depreciated.

Financial assets

On the balance sheet date, the company had direct and indirect interests in the following companies within the meaning of Section 271 of the German Commercial Code (HGB) (all figures in EUR):

	Share of	Equity
Name and registered office of other companies	capital	31.12.2023	Result 2023
Naga Markets Europe Ltd., Cyprus	100%	29,930,178	13,298,293
Naga Technology GmbH, Hamburg	100%	5,158,229	0
Naga Virtual GmbH, Hamburg	100%	-12,984	-3,779
Hanseatic Brokerhouse Securities AG, Hamburg	60%	-3,165,067	-120,930
Naga Pay GmbH	100%	-2,860,918	-2,486,281
Naga Pay UK Ltd., London	100%	-342,993	-107,299
Naga Global LLC, St. Vincent & the Grenadines	100%	-33,964,945	-8,170,718
Naga Global (CY) Ltd., Cyprus	100%	-573,437	-859,322
Naga Global West Africa Ltd.	99%	-272,987	-71,516
Naga Fintech Co. Ltd., Thailand	100%	-82,893	0
Naga X Ltd., Cyprus	100%	148,807	151,322
Naga Pay (CY) Ltd., Cyprus	100%	-21,655	-20,979
Naga Capital Ltd., Seychelles	100%	-4,974,612	-5,037,914

The stake in Hanseatic Brokerhouse Securities AG decreased to 60.00% compared to the previous year. In previous years, the option to acquire a further 10,500 shares was classified as substantial and was therefore taken into account when determining the shareholding. As of the balance sheet date of December 31, 2023, the option is no longer expected to be exercised.

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The Naga Group AG

Receivables from affiliated companies

The receivables against affiliated companies in the amount of kEUR 44,373 (previous year: kEUR 34,852) are mainly current account receivables against NAGA Global LLC in the amount of kEUR 33,646 (previous year: kEUR 9,832), against Naga Pay GmbH in the amount of kEUR 4,123 (previous year: kEUR 2,961) and against Naga Technology GmbH in the amount of kEUR 3,098 (previous year: kEUR 21,799). In addition, there are trade receivables from affiliated companies in the amount of kEUR 3,362 (previous year: kEUR 0).

Other assets

Other assets in the amount of kEUR 249 (previous year: kEUR 1,128) have a remaining

maturity of more than one year at kEUR 12 (previous year: kEUR 10) and include, among other things, a portfolio of various crypto assets in the amount of kEUR 46 (previous year: kEUR 368), VAT refund claims in the amount of kEUR 148 (previous year: kEUR 734) and receivables from rental deposits in the amount of kEUR 11 (previous year: kEUR 10). Unlike the Naga Coin, the reported crypto assets are cash equivalents.

Deferred income

Payments for consulting services and rental expenses are essentially deferred.

Equity

The subscribed capital of EUR 54,047,924.00 did not change in the 2023 financial year compared to the previous year. The capital reserve results from amounts pursuant to Section 272 (2) No. 1 of the German Commercial Code (HGB) and remains unchanged in the amount of EUR 66,560,428.12.

Authorized capital

The Management Board is authorized, with the consent of the Supervisory Board, to increase the Company's share capital by a total of up to EUR 27,023,962.00 on one or more occasions in the period until 28.12.2028 by issuing up to 27,023,962 new registered shares against cash and/or non-cash contributions (Authorized Capital 2023).

Contingent capital

The share capital has been conditionally increased by up to EUR 12,388,436.00 through the issuance of up to 12,388,436 new registered no-par value shares with dividend entitlement from the beginning of the financial year of their issuance (Contingent Capital 2021).

The share capital has been conditionally increased by up to EUR 14,635,526.00 through the issuance of up to 14,635,526 new registered no-par value shares with dividend entitlement from the beginning of the financial year of their issuance (Contingent Capital 2023).

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The Naga Group AG

Dividends

No dividend payment to shareholders will be resolved or made for the 2023 financial year.

Other provisions

Other provisions of kEUR 367 (previous year: kEUR 350) mainly include provisions for the preparation, auditing and disclosure of the annual and consolidated financial statements in the amount of kEUR 215 (previous year: kEUR 269). In addition, there are provisions for holiday entitlements in the amount of kEUR 12 (previous year: kEUR 8), provisions for Supervisory Board remuneration in the amount of kEUR 38 (previous year: kEUR 21) and provisions for the holding of the Annual General Meeting in the amount of kEUR 76 (previous year: kEUR 49). All provisions have a remaining term of up to one year.

Convertible bond liabilities

In April 2023, a convertible bond in the amount of kUSD 8,200 was subscribed. The convertible bond had a maturity until October 2023. At the end of the term of the bond, a partial repayment at the end of October 2023 and an extension over the remaining amount of the bond until January 2023 were agreed. The partial payment at the end of October 2023 amounted to kUSD 5,543. The balance as of December 31, 2023 is therefore kUSD 2,657. As of 31.12.2023, this corresponds to a value of kEUR 2,399.

Trade payables

Trade payables amount to kEUR 706 (previous year: kEUR 1,029) and are due within one year.

Liabilities to affiliated companies

Liabilities to affiliated companies in the amount of kEUR 6,152 (previous year: kEUR 706) are mainly liabilities from current account relationships against NAGA Markets Europe Ltd. in the amount of kEUR 2,529 (previous year: kEUR 544) and from the profit and loss transfer agreement with NAGA Technology GmbH in the amount of kEUR 3,547 (previous year: kEUR 0). The liabilities are all due within one year.

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