Independent Auditor’s Report

To Bechtle Aktiengesellschaft, Neckarsulm/Germany

Report on the Audit of the Consolidated Financial Statements and of the Combined Management Report

Audit Opinions

We have audited the consolidated financial statements of Bechtle Aktiengesellschaft, Neckarsulm/Germany, and its subsidiaries (the Group) which comprise the consolidated balance sheet as at 31 December 2025, the consolidated statement of profit and loss, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the financial year from 1 January to 31 December 2025, and the notes to the consolidated financial statements, including material accounting policy information. In addition, we have audited the combined management report for the parent and the group of Bechtle Aktiengesellschaft, Neckarsulm/Germany, for the financial year from 1 January to 31 December 2025. In accordance with the German legal requirements, we have not audited the content of the combined statement pursuant to Sections 289c to 289e, 315b and 315c German Commercial Code (HGB) included in the combined management report, the content of the corporate governance statement pursuant to Sections 289f and 315d HGB to which reference is made in the section “Other information“ of the chapter “Company” of the combined management report, the content of the section “Effectiveness of the internal control and risk management system” of the combined management report, the other unaudited content of the combined management report marked as “unaudited”, as well as the content of the cross-references in the combined management report to websites of the Company and the content of the information to which these cross-references relate.

In our opinion, on the basis of the knowledge obtained in the audit,

• the accompanying consolidated financial statements comply, in all material respects, with the IFRS® Accounting Standards issued by the International Accounting Standards Board (IASB) (hereinafter “IFRS Accounting Standards”) as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and, in compliance with these requirements, give a true and fair view of the assets, liabilities and financial position of the Group as at 31 December 2025 and of its financial performance for the financial year from 1 January to 31 December 2025, and

• the accompanying combined management report as a whole provides an appropriate view of the Group’s position. In all material respects, this combined management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the combined management report does not cover the content of the statements referred to above, the section “Effectiveness of the internal control and risk management system” of the combined management report, the other unaudited content of the combined management report marked as “unaudited”, as well as the cross-references referred to above, and the information to which the cross-references relate.

Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the combined management report.

Basis for the Audit Opinions

We conducted our audit of the consolidated financial statements and of the combined management report in accordance with Section 317 HGB and the EU Audit Regulation (No. 537/2014; referred to subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report” section of our auditor’s report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and of the International Code of Ethics for Professional Accountants (including International Independence Standards) of the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other German professional responsibilities in accordance with these requirements and the IESBA Code. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the combined management report.

Key Audit Matters in the Audit of the Consolidated Financial Statements

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the financial year from 1 January to 31 December 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters.

In the following we present the key audit matters we have determined in the course of our audit:

1. Recoverability of goodwill
2. Revenue recognition

Our presentation of these key audit matters has been structured as follows:

a) description (including reference to corresponding information in the consolidated financial statements)
b) auditor’s response

1. Recoverability of goodwill

a) Bechtle Aktiengesellschaft recognises mEUR 983.9 in the consolidated financial statements as of 31 December 2025 under the balance sheet caption “Goodwill“, accounting for 21.5% of the consolidated balance sheet total.

Capitalised goodwill is tested for impairment by the executive directors of Bechtle Aktiengesellschaft at least annually and/or when there is an indication of impairment (impairment tests). In the previous years, the Company identified the reportable segments IT System House and Managed Services as well as IT E-Commerce as cash-generating units. In the course of realigning its leadership organisation and introducing a regional leadership structure, segment reporting structure was changed from product-based segment reporting (IT System House and Managed Services as well as IT E-Commerce) to a geographic segment reporting framework (Germany, France, Benelux and Other Europe). This is the context in which the Company has determined eight groups of cash-generating units at whose level impairment tests are performed from now on: Germany, France, Benelux, Switzerland, Austria, Southern Europe, British Islands, and Eastern Europe.

The recoverable amount is determined on the basis of value in use, using a discounted cash flow method. Under the discounted cash flow method, the present value of expected future cash flows is calculated based on medium-term planning issued by the executive directors which is rolled forward using presumed long-term growth rates. The weighted cost of capital of the relevant group of cash-generating units serves as the discount rate.

The outcome of this valuation depends heavily on an assessment of future cash flows of the relevant group of cash-generating units by the executive directors, the discount rate used, and long-term growth rates applied, and is hence surrounded by uncertainty. Against this backdrop, we have classified this issue as a key audit matter because of the complexity of the calculation model that has been applied.

Information provided by the executive directors about the recoverability of goodwill is presented in the sections “II. Summary of Key Principles of Accounting and Consolidation” and “IV. Further Explanatory Notes on the Balance Sheet – (8) Goodwill” of the notes to the consolidated financial statements.

b) During our audit, we reperformed the procedures followed by the executive directors of the Company when conducting impairment tests, in which we involved our internal valuation specialists, and also concerned ourselves with the determination of the weighted cost of capital. On this basis, we assessed the entire valuation model, particularly its methodological and mathematical correctness. In addition, we evaluated the extent to which a valuation can be influenced by subjectivity, complexity, or other inherent risk factors, and evaluated the methods, assumptions and data used.

A recording and critical assessment of the planning process, among other things, performed by us provided us with the opportunity to assure ourselves that future cash flows used in a valuation process were appropriate. To assess the quality and reliability of medium-term planning, we compared planning for selected financial years with the results that were actually achieved, and analysed significant deviations on a case-by-case basis (adherence to planning).

We determined whether planning underlying impairment tests matched medium-term planning issued by the executive directors, and whether the data derived from the medium-term planning was correctly transferred to the valuation model used. In addition, we made inquiries of the executive directors or people named by them as to material assumptions used in the medium-term planning process and checked their plausibility, taking into account external economic and industry-specific market expectations.

Because a significant part of the relevant value in use results from cash flows projected for the years after the medium-term planning period, we critically assessed in particular the sustainable growth rate set for this phase, using general and industry-specific market expectations. In addition, we validated the parameters used to determine the WACC that serves as the discount rate, questioned the appropriateness of the peer group, and reconciled used market data with external evidence.

In addition, we assessed the completeness and correctness of the disclosures in the notes to the consolidated financial statements required by IAS 36.

2. Revenue recognition

a) Revenue of mEUR 6,405.9 is recognised in the profit and loss statement of the consolidated financial statements of Bechtle Aktiengesellschaft as of 31 December 2025.

The portfolio of Bechtle Aktiengesellschaft includes providing customer advice on IT infrastructure design, supplying hardware and software required for this purpose, the related installation and integration services, and handling all aspects of a business’s IT needs (managed services). In some cases, performance obligations are based on complex contractual arrangements that involve selling IT products and providing further installation and integration services.

When accounting for revenue, the executive directors are required to classify performance obligations representing the commitments the company makes to a customer by assessing whether the company is a principal who delivers or supplies the goods or services to the customer or acts as an agent who arranges for another party to provide those goods or services.

Because classification of performance obligations and an assessment of whether revenue is recognised at a point in time or over a period of time requires the executive directors to use significant judgment in applying the related criteria of IFRS 15, given an agenda decision published by the IFRS Interpretations Committee (IFRS IC) to report its decision, we have classified revenue recognition as a key audit matter.

Information provided by the executive directors about revenue is presented in the sections “II. Summary of Key Principles of Accounting and Consolidation” and “III. Further Explanatory Notes on the Income Statement – (1) Revenue” of the notes to the consolidated financial statements.

b) We distinguished the revenues of Bechtle Aktiengesellschaft by type (revenue from the sale of hardware and software, revenue from the provision of services) and the related internal processes. On this basis, we initially obtained an understanding of the design of the relevant internal processes and controls that were in place to recognise revenues during our audit, including controls that were relevant to financial reporting and in place to identify performance obligations and determine individual selling prices. To this end, we reperformed the relevant process activities and conducted substantive analytical procedures. Based on an understanding of processes that we obtained, we evaluated the design and establishment of identified internal controls over revenue recognition. To the extent that we wanted to rely on the effectiveness of identified controls, we additionally evaluated the operating effectiveness of the controls. In addition, we assessed whether and to what extent revenue recognition was influenced by subjectivity, complexity, or other inherent risk factors, and evaluated the methods, assumptions and data used.

We then conducted substantive tests of details regarding revenue. We reperformed revenue recognition at a point in time or over time on a sample basis using random selection proportionate to value. In addition, we considered the procedures followed by the Company when classifying revenue transactions in which the Company was a principal or an agent, based on the criteria of IFRS 15 and the agenda decision published by the IFRS IC to report its decision, to determine whether accounting and valuation policies were adhered to. In doing so, we determined whether Bechtle Aktiengesellschaft was a principal or acted as an agent, by considering the contractual arrangements, and whether revenues were recognised at the gross amount received for the goods or services (Bechtle as principal) or stated in the amount of gross margin (Bechtle as agent).

Finally, we assessed the completeness and correctness of the disclosures in the notes to the consolidated financial statements required by IAS 15.

Other Information

The executive directors and/or the supervisory board are responsible for the other information. The other information comprises:

• the report of the supervisory board which is expected to be presented to us after the date of this auditor’s report,

• the remuneration report pursuant to Section 162 German Stock Corporation Act (AktG) which is expected to be presented to us after the date of this auditor’s report,

• the combined non-financial statement,

• the corporate governance statement,

• the section “Effectiveness of the internal control and risk management system” of the combined management report,

• the other unaudited content of the combined management report marked as “unaudited”,

• the cross-references in the combined management report to websites of the Company as well as the information to which these cross-references relate,

• the executive directors’ confirmations in accordance with Section 297 (2) sentence 4 and Section 315 (1) sentence 5 HGB regarding the consolidated financial statements and the combined management report,

• all other parts of the annual report which is expected to be presented to us after the date of this auditor’s report,

• but not the consolidated financial statements, not the audited content of the disclosures in the combined management report and not our auditor’s report thereon.

The supervisory board is responsible for the report of the supervisory board. The executive directors and the supervisory board are responsible for the statement in accordance with Section 161 AktG on the German Corporate Governance Code, which is part of the corporate governance statement, and for the remuneration report in accordance with Section 162 AktG. Otherwise, the executive directors are responsible for the other information.

Our audit opinions on the consolidated financial statements and on the combined management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information identified above and, in doing so, to consider whether the other information

• is materially inconsistent with the consolidated financial statements, with the audited content of the disclosures in the combined management report or our knowledge obtained in the audit, or

• otherwise appears to be materially misstated.

Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Combined Management Report

The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Group. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.

In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the executive directors are responsible for the preparation of the combined management report that as a whole provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a combined management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the combined management report.

The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the combined management report.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our audit opinions on the consolidated financial statements and on the combined management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. 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 consolidated financial statements and this combined management report.

We exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the consolidated financial statements and of the combined management report, 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 audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement 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 of the consolidated financial statements and of arrangements and measures relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of internal control or these arrangements and measures of the Group.

• evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.

• conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclosures are inadequate, to modify our respective audit opinions. 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 Group to cease to be able to continue as a going concern.

• evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRS Accounting Standards as adopted by the EU and with the additional requirements of German commercial law pursuant to Section 315e (1) HGB.

• plan and perform the audit of the consolidated financial statements in order to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group, which serves as a basis for forming audit opinions on the consolidated financial statements and on the combined management report. We are responsible for the direction, supervision and review of the audit procedures performed for the purposes of the group audit. We remain solely responsible for our audit opinions.

• evaluate the consistency of the combined management report with the consolidated financial statements, its conformity with German law, and the view of the Group’s position it provides.

• perform audit procedures on the prospective information presented by the executive directors in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the current period and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter.

Other Legal and Regulatory Requirement

Report on the Assurance on the Electronic Reproductions of the Consolidated Financial Statements and of the Combined Management Report Prepared for Publication Pursuant to Section 317 (3a) HGB

Assurance Opinion

We have performed assurance work in accordance with Section 317 (3a) HGB to obtain reasonable assurance whether the electronic reproductions of the consolidated financial statements and of the combined management report (hereinafter referred to as “ESEF documents”) prepared for publication, contained in the file, which has the SHA-256 value fb039c3f1f01203f6484bfec2cdb020f4396e350d560d76ff36786bcabafe187, meet, in all material respects, the requirements for the electronic reporting format pursuant to Section 328 (1) HGB (“ESEF format”). In accordance with the German legal requirements, this assurance work only covers the conversion of the information contained in the consolidated financial statements and the combined management report into the ESEF format, and therefore covers neither the information contained in these electronic reproductions nor any other information contained in the file identified above.

In our opinion, the electronic reproductions of the consolidated financial statements and of the combined management report prepared for publication contained in the file identified above meet, in all material respects, the requirements for the electronic reporting format pursuant to Section 328 (1) HGB. Beyond this assurance opinion and our audit opinions on the accompanying consolidated financial statements and on the accompanying combined management report for the financial year from 1 January to 31 December 2025 contained in the “Report on the Audit of the Consolidated Financial Statements and of the Combined Management Report” above, we do not express any assurance opinion on the information contained within these electronic reproductions or on any other information contained in the file identified above.

Basis for the Assurance Opinion

We conducted our assurance work on the electronic reproductions of the consolidated financial statements and of the combined management report contained in the file identified above in accordance with Section 317 (3a) HGB and on the basis of the IDW Assurance Standard: Assurance on the Electronic Reproductions of Financial Statements and Management Reports Prepared for Publication Purposes Pursuant to Section 317 (3a) HGB (IDW AsS 410 (06.2022)). Our responsibilities in this context are further described in the “Group Auditor’s Responsibilities for the Assurance Work on the ESEF Documents” section. Our audit firm has applied the IDW Quality Management Standards (IDW QMS).

Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Documents

The executive directors of the Company are responsible for the preparation of the ESEF documents based on the electronic files of the consolidated financial statements and of the combined management report according to Section 328 (1) sentence 4 no. 1 HGB and for the tagging of the consolidated financial statements according to Section 328 (1) sentence 4 no. 2 HGB.

In addition, the executive directors of the Company are responsible for such internal control that they have considered necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements for the electronic reporting format pursuant to Section 328 (1) HGB.

The supervisory board is responsible for overseeing the process for preparing the ESEF documents as part of the financial reporting process.

Group Auditor’s Responsibilities for the Assurance Work on the ESEF Documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. We exercise professional judgement and maintain professional scepticism throughout the assurance work. We also:

• identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance opinion.

• obtain an understanding of internal control relevant to the assurance on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effectiveness of these controls.

• evaluate the technical validity of the ESEF documents, i.e. whether the file containing the ESEF documents meets the requirements of the Delegated Regulation (EU) 2019/815, in the version in force at the balance sheet date, on the technical specification for this electronic file.

• evaluate whether the ESEF documents enable a XHTML reproduction with content equivalent to the audited consolidated financial statements and to the audited combined management report.

• evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019/815, in the version in force at the balance sheet date, enables an appropriate and complete machine-readable XBRL copy of the XHTML reproduction.

Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as group auditor by the general meeting on 27 May 2025. We were engaged by the supervisory board on 14 October 2025. We have been the group auditor of Bechtle Aktiengesellschaft, Neckarsulm/Germany, without interruption since the financial year 2022.

We declare that the audit opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

Other Matter – Use of the Auditor’s Report

Our auditor’s report must always be read together with the audited consolidated financial statements and the audited combined management report as well as with the assured ESEF documents. The consolidated financial statements and the combined management report converted into the ESEF format – including the versions to be submitted for inclusion in the Company Register – are merely electronic reproductions of the audited consolidated financial statements and the audited combined management report and do not take their place. In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form.

German Public Auditor Responsible for the Engagement

The German Public Auditor responsible for the engagement is Marco Koch.

Stuttgart/Germany, 13 March 2026

Deloitte GmbH
Wirtschaftsprüfungs­gesellschaft