NTG Clarity : 2023 Annual Report

Simplifying Digital

Transformation

NTG Clarity Networks Inc.

Annual Report 2023

30+ Years of Service

NTG Clarity Networks Inc.

Annual Report 2023

Who We Are

NTG Clarity is a digital transformation business. By providing outsourced software development solutions and proprietary software products, we accelerate and simplify the digital journey for our clients in the enterprise telecom, financial, and IT sectors.

NTG Clarity helps clients scale and stay connected by serving as a long-term technology partner in a rapidly- changing and increasingly digital world.

Our Vision

Is to make digital transformation accessible worldwide, capitalizing on our deep knowledge and experience in different industries to provide competitive, top-tier products and services.

Our Mission

Enabling clients' Business Excellence

andefficiency by architecting and delivering world class portfolios of integrated IT solutions owned by distinguished and highly motivated professionals.

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NTG Clarity Networks Inc.

Annual Report 2023

Industry Context

Digital transformation is a booming global market sized at $937 Billion in 2023 and expected to hit $7 trillion by 2032 (Prector Research).

20.9%

Compounded Annual Growth Rate

Of Global Digital Transformation Market

Digital Transformation Market Size, 2022 to 2032

	8000
	7000
USD)	6000
5000
(Billion	4000
3000
Size
2000
	1000
	0
	2022,	2024,	2026,	2028,	2030,	2032
			Year

Since the pandemic in 2020, business
leaders all over the world have	74%
recognized the importance of digitizing	Over 74% of organizations

their organization. (Flexera).	consider digital transformation a
	top priority.

Our primary sectors of Financial Services, Telecom, and IT make up half of the digital transformation market (Fortune).

With more than 30 years of industry knowledge and a wide network of professionals, NTG Clarity is positioned to be a key player in this growing market.

Other	Digital Transformation Market by Sector
2.0%
Transportation
12.0%	Banking & Financial
	26.0%
Healthcare
8.0%
Retail and Consumer
15.0%
Manufacturing	IT and Telecom
23.0%
4.0%
Government
10.0%

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NTG Clarity Networks Inc.

Annual Report 2023

About NTG Clarity

30+ Years of

Service

More than 30 years of experience providing enterprise services and software solutions to major tier-one enterprises worldwide.

Team of Over 700

Rapid Cost Reduction and Revenue Growth

50000000

40000000

30000000

20000000

10000000

2019

2020

2021

2022

2023

2024 Projection

Other Expenses Operating Ex pens es Cost of Revenue Revenue

57% Revenue Growth in 2023

$27.7 Million in 2023 Revenue

NTG Clarity Revenue by Sector

50+ Enterprise Clients

Government

9.1%

Telecom & IT

19.2%

Other

1.9%

Financial

69.8%

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NTG Clarity Networks Inc.

Annual Report 2023

Lines of Business

Outsourced Software Development

A booming trend in Digital Transformation means enterprises around the world are looking to rapidly expand their software development teams.

78%

Software Products

	Onsite	12%
Services

Offshore

Services

More than 30 years in Digital Transformation has given us insight into gaps in the market that we've sought to fill with proprietary software products and implementations.

NTGapps

10%

NIS

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NTG Clarity Networks Inc.

Annual Report 2023

Praise From Our Customers

I was extremely impressed with the quality of the people NTG Clarity provided to our team. These individuals were made available quickly despite our short timeframe requirements, yet they brought with them a wealth of technical skills and experience.

NTG's team was quick to learn the intricacies of our complex systems and showed great professionalism and attention to detail. I was also impressed by how proactive NTG's personnel were, providing solutions and alternatives to challenges of any magnitude. I would definitely recommend NTG Clarity to anyone in need of technical services.

I wanted to extend a thank you note to the NTG Clarity team as they worked with us in the Mobile site control project for the last 9 months and ongoing.

We see NTG as an important and effective partner, and we would not hesitate to recommend their products and services. We look forward to working with NTG team on future projects.

NTG Clarity implemented its Network Inventory and Network Projects Workflow (NIS) for Ooredoo Oman.

We have been very satisfied with the solution, the implementation and the team. The NIS system meets our needs and has been flexible to accommodate our new requirements.

We have been impressed by the NTG Clarity team, their knowledge, dedication and professionalism in the inventory domain and we liked their flexibility and commitment.

We would recommend NTG Clarity Network solution for other operators.

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With every quarter breaking all-timerevenue records, we're experiencing growth never before seen in our morethan 30 years in business.

NTG Clarity Networks Inc.

Annual Report 2023

Letter to shareholders

Dear NTG Clarity Investor,

2023 has been a historic year for NTG Clarity. With every quarter breaking all-time revenue records, we're experiencing growth never before seen in our more than 30 years in business.

Revenues for 2023 were up 57% to $27.7 Million compared to $17.65 Million in 2022 with a profit of $2.3 Million in 2023, up 190% from $788,433 in 2022, making three consecutive profitable years. With a global trend of enterprises undergoing rapid digital transformation, both our offerings of outsourced software development resources and proprietary software products have seen rapidly growing demand that shows no signs of slowing down.

Since embracing our new offshore model in 2021, we've been able to connect more clients with talented candidates faster, accelerating their digital transformation journeys. All while at a lower cost to clients and a higher margin for us. This is the primary driver behind our profitability in the last three years.

To accommodate the increase in demand, we expanded our Egypt Offshore Center by opening a new officein Cairo, Egypt in 2023. This office in the Al-Aghouza district along the Nile River, our third in Cairo, has since become our flagship offshore resource campus, with space for more than one hundred new staff and room to expand further when needed in the future.

In 2023, we solidified our commitment to education, training, and personal development by opening the NTG School in cooperation with the Egyptian Ministry of Education. This partnership aims to equip Egyptian secondary school students with a dual curriculum, integrating NTG's specialized technology training alongside the ministry's curriculum. NTG proudly dedicates a team of educational engineers ensuring comprehensive training for the next generation in the exciting field of digital transformation.

Although most of our growth was due to increased demand for our outsourcing services, our software product line is picking up. Many of our existing customers in the Finance, Telecom, and IT sectors are embracing theNTGapps platform as a way to rapidly develop business apps to simplify day-to-day operations with no developer resources required. New customers in sectors like Food & Beverage and Logistics & Distribution are also signing on to have end-to-end ERP systems developed on our NTGapps platform.

We continue to improve our working capital, with our deficit down 41% to $2,092,663 from 2022 to 2023. Our growth in 2023 has enabled us to prioritize getting legacy debts repaid. Going into 2024, we also look

forward to paying down our long-term debts incurred when refocusing the business in 2019. Our non-current liabilities are majority management-owned and relatively low- cost with flexible repayment terms.

We kick-started this growth and repayment process in December 2023 with the closing of a private placement with the proceeds of $1,110,000, to be used for accounts payable and other corporate initiatives. As our revenues continue to grow and we remain comfortably self-funded, we're constantly looking for ways to invest and grow even faster.

In July 2023, we received approval from shareholders to perform a five-to-one share consolidation. Although the consolidation has not been executed by the end of 2023, we're looking forward to cleaning up our count of shares outstanding and bringing a little more stability to the stock with a higher price per share. Shareholders can also enjoy higher earnings per share due to the lower share count, but also due to our strong growth trajectory.

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NTG Clarity Networks Inc.

Annual Report 2023

Entering 2024, we'd like to share our four-part commitment to:

1. Customers by providing flexible, quality services at a competitive price.
   We accelerate and simplify the digital transformation journey for our clients by providing the right solution delivered by passionate professionals both on their sites and offshore.
2. People by helping our staff grow and develop personally and professionally.
   We empower our staff to build and deliver challenging projects while providing opportunities for training and career advancement both internally and outside NTG.

1. Shareholders by continuing our growth trajectory and profitability.
   With purchase orders on-hand and contracts we expect to close, we project our 2024 revenue to approximately double to $50 Million.
   With three years of consistent profitability under our belt, we're actively identifying opportunities to make sure as much of this new revenue as possible flows on to the bottom line.
2. Community by passing our experience down to the next generation.
   We provide youth education and employment opportunities tailored to the modern job market through the NTG School.

We're very excited to continue our successful growth into 2024 and use our growing funds to create value for our shareholders by reinvesting into further growth, and also paying down our longer-standing debts. I'd like to thank you, our valued investor, for your continued confidence. Looking forward to another successful year in 2024.

Sincerely,

Ashraf Zaghloul

Chairman and Chief Executive Officer NTG Clarity Networks Inc.

1. Customers

We accelerate and simplify the digital transformation journey for our clients by providing the right solution delivered by passionate professionals both on their sites and offshore.

3. Shareholders

With three years of consistent profitability under our belt, we're actively identifying opportunities to make sure our revenue growth continues and as much of this new revenue as possible flows on to the bottom line.

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2. People

We empower our staff to build and deliver challenging projects while providing opportunities for training and career advancement both internally and outside NTG.

4. Community

We provide youth education and employment opportunities tailored to the modern job market through the NTG School.

Table of Contents

10

Management's Discussion & Analysis ofFinancial Conditions andResults of Operations

10 Business Overview

1. Summary of Quarterly Results
2. Quarterly and Annual Results ofOperations

19 Assets and non-current liabilities

19 Liquidity and Capital Resources

1. Proposed Transactions
2. Business Risk and Management

27

Management's Statement of

Responsibility

28

Independent Auditor's Report

NTG Clarity Networks Inc.

Annual Report 2023

31

Audited Financial Statements

1. Consolidated Statements of Financial Position
2. Consolidated Statements of Changes in Equity
3. Consolidated Statements of Profit and Loss and Comprehensive Income
4. Consolidated Statements of Cash Flows

35

Notes to the Audited Financial Statements

74

Corporate Information

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NTG Clarity Networks Inc.

Annual Report 2023

Management's Discussion & Analysis

of Financial Conditions and Results of

Operations

This management discussion and analysis (MD&A) focuses on key statistics from the consolidated financial statements and pertains to known risks and uncertainties relating to the digital transformation, telecom and consulting industries. This discussion should not be considered all-inclusive, as it excludes changes that may occur in general economic, political and environmental conditions. This discussion and analysis of the financial condition and results of operations has been prepared as of April 27, 2024, for the year ending December 31, 2023 and should be read in conjunction with the audited consolidated financial statements and related notes and material contained in other parts of this annual report.

Additional information related to the Corporation is available on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain statements in this MD&A and associated notes and financial statements may be considered "forward-looking" within the meaning of applicable securities laws. These statements reflect the Corporation's plans and expectations based on our experience, interpretation of past trends, key assumptions and other relevant information available at the date that such statements are made.

The statements involve business, economic and competitive risks, uncertainties and contingencies. There is significant risk that predictions, projections or conclusions will not prove to be accurate and actual results may differ materially from estimates, expectations, or intentions expressed.

The forward-looking statements in this MD&A and associated notes and financial statements are based on what we believe are reasonable assumptions, however we caution readers not to place undue reliance on our forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.

Business Overview

NTG Clarity is a Canadian publicly traded Corporation (TSXV: NCI; OTC: NYWKD) that provides digital transformation solutions: software development outsourcing and software products. We have been providing engineering, Information Technology, and networking services and developing niche software products for telecommunications and utilities providers since our start in 1992. We have also expanded into the financial and government sectors, providing technical resources and products to assist customers with projects that include digital transformation.

We are headquartered in Toronto, Canada and have subsidiaries/branch offices in Cairo, Egypt; the USA; Riyadh, Saudi Arabia and Muscat, Oman. The Corporation is organized into two business segments: the Canadian segment, which is made up of activities in Canada

and our offices in Saudi Arabia and Oman; and the Egypt segment, which is our primary delivery centre for software development andprofessional services, offshoring services andnetwork services to customers worldwide.

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