Nayax Ltd.

Quarterly Report • Aug 17, 2022

Quarterly Report: 30/06/2022 true. 2

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NAYAX LTD
Corporation no: 513639013	13949
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To:	Israel Securities Authority		To:	Tel Aviv Stock Exchange		�930 ( E930 ) ( Public )		Reported via MAGNA:	17/08/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-084684	Time of broadcast: 14:28 14:28

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Statement of Financial Position

Does this immediate report concern a Periodic or Quarterly Report of an insurance corporation? NoExplanation: Beginning from the financial statements for Q1.2017, an insurance companies (that previously filed using Form E932) will use Form E930 and mark �Yes� in this field. For other corporations - proceed to the following items.

	Periodic Report according to Chapter Two of the Securities Regulations (Periodic and Immediate Reports) 5730-1970
	Quarterly Report according to Chapter Four of the Securities Regulations (Periodic and Immediate Reports) 5730-1970
	Semi-Annual Report according to Regulation 5D of the Securities Regulations (Periodic and Immediate Reports) 5730-1970

Small corporationsIn the reporting period, the corporation meets the definition of a �small corporation� NoExplanation: A �small corporation� is defined in Regulation 5C of the Securities Regulations (Periodic and Immediate Reports) 5730-1970.

(1) On the effective date, the Corporation meets the following conditions: _________

(2) The Corporation elected to apply relief with respect to the following issues:

	Semi-annual filing
	Attachment of very material valuations
	Attachment of financial statements of an affilate
	Report on the effectiveness of internal control
	The corporation did not adopt any relief

I. Periodic Reports

1. Attached is the Periodic Report for the year _________ signed on _________ .

2. Date of meeting - If a shareholders meeting was convened at which the financial statements were presented: _________ .

3. Details of the signees of the Periodic Report:Name of signeePosition of signee_________

_________	_________

II. Financial Statements4. Attached is:

The Periodic Report for the year	_________

The	Quarterly	Report for the period ended on	30/06/2022 ,

signed on	16/08/2022 .

5. Attached is a Auditor�s ReviewThe auditing accountant signed the opinion/review on: 16/08/2022 .

6. Name of the firm of the auditing accountant:

1	Kesselman and Kesselman CPA	_________

7. A. The opinion is an unqualified opinion. _________

B. The review is an unqualified review. Yes

C. The opinion contains an emphasis of matter paragraph No

1
Emphasis of matter paragraph: _________

Text of the emphasis of matter paragraph:	_________

D. Type of change or addition to the standard wording:Explanation: If you marked �No� in item 7.A. or 7.B., select one of the following options.

	Qualified opinion
	Adverse opinion
	Disclaimer of opinion

Quote the paragraphs that deviate from the text of an unmodified opinion:	_________

Explanation: If the auditing accountant�s opinion or review is not an unmodified opinion or includes additions, specify the changes and the paragraphs in the opinion or review that were added (emphasis of matter, qualifications, etc.).

8. Approval date of the financial statements: 16/08/2022

9. Details of the signees of the financial statements:Name of signeePosition of signeeYair Nechmad

Other	CEO and Chairman of the Board

David Ben Avi

Director	_________

Sagit Manor

CFO	_________

10. Details of material affiliated companies whose financial statements are attached:

1	Company name:	_________

11. Details of guaranteed companies whose financial statements are attached:

1	Company name	_________

12. Did the corporation perform early implementation of an accounting standard? NoExplanation, if you selected �Yes�, specify which accounting standard._________

III Directors� Report � Presentation13. A. The Directors� Report, signed on 16/08/2022 .

B. Details of the signees:Name of signeePosition of signeeYair Nechmad

Other	CEO and Chairman of the Board

David Ben Avi

Director	_________

C. Disclosure on projected cash flows according to Regulation 10(b)(14)(a) of the Securities Regulations (Periodic and Immediate Reports) 5730-1970 (Note � Is not relevant for insurance corporations).1. Did the Corporation issue debentures that were held by the public on the signing date of the Report? No2. Did one or more warning signs defined in the Regulation exist with respect to the company? _________

3A. Check all the warning signs that existed with respect to the company:

	Equity deficit.
	Emphasis of matter paragraph on the company�s financial position, excluding reference to significant uncertainty concerning the company�s continued operations as a going concern.
	Deficit in working capital deficit or in working capital deficit for a 12-month period in addition to a persistent negative cash flow from ordinary operations (in the consolidated financial statements and in the separate financial statements according to Regulation 9C or Regulation 38D, as relevant).
	Deficit in working capital or in working capital for a 12-month period or a persistent negative cash flow from ordinary operations, and the company�s board of directors did not determine that the situation is indicative of a liquidity problem in the company.
	Emphasis of matter paragraph on significant uncertainty concerning the company�s continued operations as a going concern.

3B. Check one or more of the following, based on the consolidated financial statements:

	The company has a working capital deficit or working capital deficit for a period of 12 months.
	The company has a persistent negative cash flow from ordinary operations.
	The company does not have a working capital deficit or working capital deficit for a period of 12 months and does not have a persistent negative cash flow from ordinary operations.

3C. Check one or more of the following, based on the separate financial information (Regulation 9C or Regulation 38D, as relevant):

	The company has a working capital deficit or working capital deficit for a period of 12 months.
	The company has a persistent negative cash flow from ordinary operations.
	The company does not have a working capital deficit or working capital deficit for a period of 12 months and does not have a persistent negative cash flow from ordinary operations.
	The company is not required to publish separate financial information pursuant to Regulation 9C or Regulation 38D, as relevant.

4. Check the statement that applies to the company:

	The company included in the Directors� Report a disclosure on projected cash flow, due to the existence of a warning sign.
	Was the cash balance negative at the end of any period included in the disclosure on the projected cash flow? _________
	The company�s board of directors determined that the existence of a working capital deficit or a working capital deficit for a period of 12 months or a persistent negative cash flow does not indicate a liquidity problem in the company.

D. Compliance with the covenants in the bond indentures:1. Does the corporation comply with all the financial covenants defined in the bond indentures? _________2. Does a violation of the financial covenants entitle the bondholders to demand immediate repayment of the bonds? _________

IV ISOX � Report of Internal Control over Financial Reporting

14. Is the company exempt from implementing internal control? YesExplanation: If �Yes�, specify the reason for the exemption.The company completed an initial public offering in May 2021.

A. Attached is the management�s report of internal control, in the format specified in the Regulations, as of the date of the Reports (according to the Ninth Schedule: Periodic Reports � Regulation 9B; Quarterly Reports � Regulation 38C). No

If the Report deviates from the text in the Regulation, specify the change from the Regulation:The company completed an initial public offering in May 2021.B. Internal control as of the date of this Report was found to be: _________

C. Is the Directors� conclusion regarding the effectiveness of internal control different from the most recent report filed (in other words, did the conclusion change from effective to ineffective or vice versa)? _________

D. Managers� declarations:1. Is a declaration of the CEO attached pursuant to the standard text specified in the Regulations (Periodic Reports � Regulation 9B(d)(1); Quarterly Reports � Regulation 38C(d)(1), with emphasis on Sections 1, 4(a) and 5(a))? No2. Is a declaration of the CFO attached pursuant to the standard text specified in the Regulations (Periodic Reports � Regulation 9B(d)(1); Quarterly Reports � Regulation 38C(d)(2)? No3. Was the wording of paragraph 4 of the managers� declarations adjusted pursuant to the Regulations (Periodic Reports, according to Regualtion 9B(d)(1)(2); Quarterly Reports, according to Regulation 38C(d)(1)(2), in the event that the Financial Statements Committee is not the Audit Committee? No4. Are the managers� declarations duly signed (and consistent with the name of officer and signing date of the Report)? No

V. Attached files

15. A. Nayax_-_Q2_2022_BOD_Report_and_Consolidated_FS_isa.pdf Quarterly financial statementsB. Attached is a file containing the very material valuations as required by Regulation 8B or Regulation 49 of the Securities Regulations (Periodic and Immediate Reports) 5730-1970. _________C. _________ Explanation of the information contained in the file: _________

Are the attached PDF files searchable? YesDo the financial statements contain all the comparison periods required according to GAAP and Securities Regulations? Yes

VI. Financial information (excluding earnings per share) in thousands USD (United States of America, Dollars)Representative exchange rate of the reporting currency against the shekel at the end of the reporting period: 3.481

16. Information from the consolidated statement of financial position:Enter amounts of assets and liabilities as positive amounts (�+�) and enter amounts that appear in parentheses in the company�s balance sheets (e.g., equity deficit) as negative amounts (�-�).

Assets

1.	Total current assets

161,955

2.	Total non-current assets

74,299

3.	Total assets

236,254Liabilities

4.	Total current liabilities

106,810

5.	Total non-current liabilities

12,354

6.	Total liabilities

119,164Shareholders� equity

7.	Total equity attributable to equity holders of parent company

117,090

8.	Non-controlling interests

0

9.	Total equity

117,090

10.	Total equity and liabilities

236,254

17. The profit or loss statement is presented:

	Presentation by function of expense
	Presentation by nature of expense

18. Information from the consolidated profit or loss statement: For the three-month period ended on the balance sheet dateFor Quarterly Reports, enter the information from the profit or loss statements for the 3-month period and not for the cumulative period. For Semi-Annual Reports, enter the information from the profit or loss statements for the 6-month period and not for the cumulative period. Negative amounts (e.g., loss from ordinary operations) should be entered as negative amounts, with a �-� sign. If the item does not appear in the company�s financial statements, check the appropriate box.1. Revenues41,2112. Gross profit

	N/R

14,1063. Income (Loss) from ordinary operations

	N/R

-8,6154. Income (Loss) before tax-10,1145. Income (Loss)-10,3496. Income (Loss) attributable to:6.1 Income (Loss) attributable to equity holders of parent company-10,3496.2 Income (Loss) attributable to non-controlling interests0

7.   Earnings per share7.1 Total basic earning (loss) per share-0.0317.2 Total diluted earnings (loss) per share-0.031

8.   Total comprehensive income

-10,6888.1 Comprehensive income attributable to parent company-10,6888.2 Comprehensive income attributable to non-controlling interests0

19. Information from statement of cash flows: For the three-month period ended on the balance sheet dateEnter cash flows used in operations as negative amounts, with a �-� sign.(1) Cash flows, net, from (used in) operating activities-15,241(2) Cash flows, net, from (used in) investing activities-4,588(3) Cash flows, net, from (used in) financial activities-898(4) Effects of changes in exchange rates of foreign currency on cash and cash equivalents-2,618(5) Additional non-cash effects not reported in paragraphs 1-4 above355Increase (Decline), net, in cash and cash equivalents in the period  -22,990Balance of cash and cash equivalents at the beginning of the period64,752Balance of cash and cash equivalents at the end of the period41,762

20. A. As of the date of the company�s financial statements, is the company a shell company, as this term is defined in the TASE Rules and Regulations?	No
B. As of the publication date of the company�s financial statements, is the company a shell company, as this term is defined in the TASE Rules and Regulations?	_________

	We hereby declare that we have completed this form according to the information contained in the complete financial statements.

Details of the Company�s authorized signatories:

	Name	Position
1	����� ����	Legal counsel _________

Explanation: According to Regulation 5 of Securities Regulations (Periodic and Immediate Statements) 5730-1970, any report filed according to these regulations must be signed by the corporation�s authorized signatories. See ISA Staff Position on this issue on the ISA website: LINK .

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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The corporation's securities are listed for trade on the TASE	Date of revision of form structure: 02/08/2022
Short name: ������
Address: ���� ��������� 3 , ������ 4659071
Tel: 03-7694380 ,   Fax: 09-8644201
E-mail address: michaelg@nayax.com   Company site: www.nayax.com
Previous names of reporting entity:
Name of the Signatory: ���� ��   Position of Signatory in the reporting corporation:
Name of Employer Company:
Address: ���� �������� 3 , ������ 4659071
Telephone: 03-7694380   Fax: 09-8644201
E-mail: galom@nayax.com 1