VIII. Scope of consolidation

Acquisitions in the past fiscal year

On 15 October 2024, Bechtle AG acquired the software developer DriveWorks Group Ltd. from Thelwall, United Kingdom. Due to the proximity in time between the acquisition date and the reporting date of 31 December 2024, the measurement of the intangible assets and the contingent purchase price payment had not yet been completed at the time the consolidated financial statements for the 2024 fiscal year were prepared. The initial recognition of the acquisition was therefore only provisional in the previous year’s consolidated financial statements. The purchase price allocation and initial consolidation have now been finalised in the current fiscal year.

The fair values of the acquired assets and liabilities on the acquisition date are shown below:

In addition to the assets and liabilities already recognised by the acquired company, whose carrying amounts corresponded to their fair values, internally generated software amounting to €4,448 thousand, customer relationships amounting to €4,828 thousand and a brand amounting to €322 thousand were newly recognised as identifiable assets and measured at their fair values on the acquisition date. Deferred income for operating contracts was adjusted by −€1,237 thousand.

Deferred tax liabilities (€2,881 thousand) were recognised as part of the capitalisation of the newly identified assets.

Taking into account the total acquired net assets of €10,469 thousand, the capital consolidation resulted in a difference of €26,584 thousand, which is recognised as goodwill. This goodwill is not recognised for tax purposes. The goodwill is based mainly on synergies in the field of revenue which result from the expansion of the portfolio and new potential in the field of contracts for managed services.

The consideration of the acquired company (€37,053 thousand) led to an outflow of cash and cash equivalents of €25,633 thousand, taking into account the acquired cash and cash equivalents. The purchase agreement includes a contingent purchase price payment of €6,072 thousand, which is included in the consideration above. The amount of the actual payment is determined by the adjusted EBITDA generated by the acquired company in the period from 1 July 2024 to 30 June 2026 and ranges from €0 thousand to €6,072 thousand.

The receivables taken over were not subject to any major impairments.

Acquisitions, purchase price allocations and divestments in the current fiscal year

In the 2025 fiscal year, Bechtle AG directly or indirectly acquired 100 per cent of the shares in the following companies:

The business combinations were recognised in the balance sheet as of the balance sheet date.

With the acquisition of E-Storage B.V., Utrecht, Bechtle is further expanding its international presence and strengthening its position in the Netherlands with an established specialist for highly complex data infrastructure and cyber recovery solutions. With this acquisition, Bechtle strengthens its market share in the Netherlands and gains excellently trained employees with an excellent network in the market. The company has 38 employees.

In addition to the assets and liabilities already recognised by the acquired company, whose carrying amounts corresponded to their fair values, customer relationships in the amount of €4,022 thousand were newly recognised as identifiable assets, while deferred income for operating contracts was adjusted by −€178 thousand and measured at fair value on the acquisition date.

Deferred tax liabilities (€1,084 thousand) were recognised as part of the capitalisation of the newly identified assets and the adjustment of deferred income for operating contracts.

Taking into account the total acquired net assets of €6,698 thousand, the capital consolidation resulted in a difference of €15,854 thousand, which is recognised as goodwill. This goodwill is not recognised for tax purposes. Goodwill is mainly based on synergies in the area of sales resulting from the expansion of the portfolio in the area of data infrastructure management and data migration management and the potential this opens up in the area of managed service contracts.

The consideration for the company acquired in the second half of 2025 (€22,552 thousand) led to a cash outflow of €16,807 thousand, taking into account the acquired cash and cash equivalents.

The receivables taken over were not subject to any major impairments.

With the acquisition of Grupo Solutia Tecnologia S.L., Seville, Bechtle acquired an IT service provider founded in 2005, which is well established in the public sector in particular and has an excellent reputation in the Spanish market. The company currently has 655 employees.

In addition to the assets and liabilities already recognised by the acquired company, whose carrying amounts corresponded to their fair values, an order backlog of €5,351 thousand and a brand of €8,695 thousand were newly recognised as identifiable assets and measured at their fair values on the acquisition date.

Deferred tax liabilities (€3,512 thousand) were recognised as part of the capitalisation of the newly identified assets.

Taking into account the total acquired net assets of €18,531 thousand, the capital consolidation resulted in a difference of €42,650 thousand, which is recognised as goodwill. This goodwill is not recognised for tax purposes. Goodwill is mainly based on synergies in the area of sales, which result from the expansion of the portfolio, particularly in the areas of healthcare and education, and the potential opened up by the significant strengthening of our presence in Spain.

The consideration for the company acquired in the second half of 2025 (€61,181 thousand) led to a cash outflow of €47,969 thousand, taking into account the acquired cash and cash equivalents. The purchase agreement for Grupo Solutia Tecnologia S.L. includes a contingent purchase price payment of €6,408 thousand, which is included in the consideration above. The amount of the actual payment is determined by the EBITDA generated by the acquired company in the period from 1 January 2025 to 31 December 2026 and ranges from €4,000 thousand to €14,000 thousand.

The receivables taken over were not subject to any major impairments.

With the acquisition of the Dutch IT service provider ITAM Solutions BV, Bechtle is continuing its international acquisition strategy. The company headquarters of the IT specialist, which was founded in 2007, is located in Eindhoven. ITAM Solutions BV currently employs 38 people. The IT service provider’s core business comprises IT asset management solutions. For Bechtle, the acquisition means an expansion of market share, the acquisition of excellently trained and certified employees, and growth potential through synergy effects from the complementary portfolio. This applies particularly to the expansion of the existing managed services platform.

In addition to the assets and liabilities already recognised by the acquired company, whose carrying amounts corresponded to their fair values, a customer base of €1,790 thousand and an order backlog of €575 thousand were newly recognised as identifiable assets; the deferred income for operating contracts was adjusted by −€90 thousand and measured at fair value on the acquisition date.

Deferred tax liabilities (€633 thousand) were recognised as part of the capitalisation of the newly identified assets.

Taking into account the total acquired net assets of €3,126 thousand, the capital consolidation resulted in a difference of €8,121 thousand, which is recognised as goodwill. This goodwill is not recognised for tax purposes. The goodwill is based mainly on synergies in the field of revenue which result from the expansion of the portfolio and new potential in the field of contracts for managed services.

The consideration for the company acquired in 2025 (€11,247 thousand) led to a cash outflow of €9,054 thousand, taking into account the acquired cash and cash equivalents.

The receivables taken over were not subject to any major impairments.

With the acquisition of Nuovamacut Automazione S.p.A., Bologna, Bechtle is further expanding its international presence and strengthening its position in Italy with one of the largest partners for Dassault Systèmes SOLIDWORKS in the Mediterranean region. Founded in 1955, the company employs 146 people.

In addition to the assets and liabilities already recognised by the acquired company, whose carrying amounts corresponded to their fair values, customer relationships in the amount of €26,726 thousand and a brand in the amount of €3,893 thousand were newly recognised as identifiable assets, while deferred income for operating contracts was adjusted by −€4,058 thousand and measured at fair value on the acquisition date.

Deferred tax liabilities (€9,675 thousand) were recognised as part of capitalisation of the newly identified assets and the adjustment of deferred income for operating contracts.

Taking into account the total acquired net assets of €27,469 thousand, the capital consolidation resulted in a difference of €67,008 thousand, which is recognised as goodwill. This goodwill is not recognised for tax purposes. Goodwill is mainly based on synergies in the area of sales resulting from the expansion of the PLM business and the certification as a Customer Process Experience (CPE) Platinum Partner of Dassault Systèmes.

The consideration for the company acquired in the second half of 2025 (€94,477 thousand) led to a cash outflow of €81,204 thousand, taking into account the acquired cash and cash equivalents.

The receivables taken over were not subject to any major impairments.

The following table presents the fair value of the assets and liabilities as of the date of initial consolidation as they appear in the balance sheet:

The consideration for the companies acquired in 2025 (€189,457 thousand) led to a cash outflow of €155,034 thousand, taking into account the acquired cash and cash equivalents. The consideration includes contingent purchase price payments of €6,408 thousand.

In the course of the acquisitions, an insignificant amount of transaction costs was incurred and recognised in administrative expenses.

Since the acquisition, the companies have contributed a total of €136,001 thousand to sales (of which E-Storage €14,677 thousand, Grupo Solutia €111,842 thousand, ITAM €1,584 thousand, Nuovamacut €7,898 thousand) and €3,052 thousand to earnings after taxes (of which E-Storage €1,476 thousand, Grupo Solutia −€114 thousand, ITAM €95 thousand, Nuovamacut €1,595 thousand). If the date of acquisition of the new acquisitions had been at the beginning of the reporting period, the revenue of the Bechtle Group for the reporting period would have been €6,518,852 thousand (of which E-Storage €23,678 thousand, Grupo Solutia €160,604 thousand, ITAM €4,833 thousand, Nuovamacut €59,864 thousand), the result after taxes would have been €233,010 thousand (of which E-Storage €897 thousand, Grupo Solutia −€73 thousand, ITAM €628 thousand, Nuovamacut €6,286 thousand).

Acquisition after the reporting date

On 13 January 2026, Bechtle AG acquired 100 per cent of the shares and voting rights in the PLM specialist EuroSolid Zrt. based in Budapest, Hungary. The largest partner for Dassault Systèmes SOLIDWORKS in Hungary has been operating successfully on the market since 2009, employs 31 highly qualified employees and generated a revenue of €3.5 million in the past fiscal year. The managing partners Zoltán Wiesler and Csaba Zombor will remain at the helm of the company. With the acquisition of the Hungarian SOLIDWORKS market leader EuroSolid, which is allocated to the Eastern Europe economic region, Bechtle is expanding its activities in the PLM sector to nine European countries. The purchase price allocation and the initial accounting for the acquisition described above have not yet been finalised. At present, Bechtle does not yet have all the final version of the relevant information – namely the information on the company’s assets and liabilities and expenses and income to be measured. The realisation of hidden reserves and liabilities has therefore not yet been completed.

On 29 January 2026, Bechtle AG also acquired 100 per cent of the shares and voting rights in the Portuguese IT system integrator RIS 2048 Sistemas Informáticos e Comunicacoes S.A. (RIS), headquartered in Aveiro, Portugal, with additional locations in Lisbon and Porto. Founded in 2000, the company will remain active in the market under the umbrella of the Bechtle Group with the RIS and Evoware brands, thus complementing the existing range of services offered by Bechtle direct Portugal with IT consulting and services. RIS and Evoware currently employ 165 people and address enterprise and SME customers in particular. Revenue was over €50 million in 2025. With this acquisition, Bechtle continues to pursue its European acquisition strategy and is driving forward the expansion of the portfolio in Portugal and the utilisation of synergies with the Bechtle companies in Portugal and Spain. The purchase price allocation and the initial accounting for the acquisition described above have not yet been finalised. At present, Bechtle does not yet have all the final version of the relevant information – namely the information on the company’s assets and liabilities and expenses and income to be measured. The realisation of hidden reserves and liabilities has therefore not yet been completed.

Divestments

The German subsidiary Cordsen Engineering GmbH, with headquarters in Seligenstadt, was sold with effect from 15 January 2025. The company had 15 employees and was allocated to the IT System House & Managed Services segment (IT System House & Managed Services cash-generating unit).