Annual Report and Accounts 2026

Trusted technology solutions,

delivered by exceptional people

Softcat plc Annual Report and Accounts 2026

We help our customers to navigate

anincreasingly complex IT landscape,

leveraging our trusted expertise

andvendor relationships to unlock

thefullvalue oftechnology.

Read more on pages 30 to 37.

A team

thatthrives

Investment that

drives growth

Partnerships

thatlast

Through continued investment in

ourfour growth engines and consistent

strategic execution, alongside a

disciplined approach tocapital

allocation, Softcat is creating a stronger

platform for sustainable growth.

Read more on pages 8 to 15.

Our special culture delivers market-leading service that creates

trust and loyalty with our customers and vendor partners, which

enables us to invest over the long-term in building the broadest

and deepest IT infrastructure offering in the market.

Trusted technology solutions,

delivered by exceptional people

Gross profit per customer

£58.5

Gross profit per customer growth

+20.6

Customer base growth

+3.4

Customer satisfaction

Employee engagement

Total dividend

31.5

Charitable donations since formation

£3.98

Female representation

Strategic report

1 Highlights

2 At a glance

4 Chairman’s statement

6 Chief Executive Officer’s review

8 Business model

10 Market overview

12 Customer proposition

14 Strategy

16 Strategy in action

18 KPIs

20 Chief Financial Officer’s review

24 Section 172 –

Stakeholderengagement

Social value

38 Climate-related Financial

Disclosures andsustainability

Risk management

63 Viability statement

Corporate governance

64 Introduction to corporate governance

65 Board leadership and Companyfocus

68 Governance report

79 Audit and Risk Committee report

87 Nomination Committee report

91 Sustainability Committee report

94 Remuneration Committee report

113 Directors’ report

Financial statements

120 Independent auditor’s report

128 Consolidated statement of profit or

loss and other comprehensive income

129

Consolidated statement

offinancialposition

130

Consolidated statement of changes

in equity

131

Consolidated statement of cash flows

132 Notes to the consolidated

financialstatements

165

Company statement

offinancialposition

166

Company statement of changes

inequity

167

Notes to the Company

financialstatements

IBC

Company information and

contactdetails

Financial

Operational, shareholder and sustainability

Pages 1 to 63 form the Strategic Report of

Softcatplc for the financial year ended 31July 2026.

TheStrategic Report has been approved by the

Board of Softcat plc and signed on behalf of

theBoardby Graham Charlton, CEO, and

KatyMecklenburgh, CFO.

1. Gross invoiced income (‘GII’), underlying

operating profit, underlying cash conversion

and underlying basic earnings per share are

alternative performance measures (‘APMs’).

These non-Generally Accepted Accounting

Practice (‘non-GAAP’) financial measures are

used in addition to those reported in

accordance with IFRS. TheDirectors believe

that non-GAAP measures assist in providing

additional useful information on the

underlying trends, sales performance and

position of the Group. Please see page 23 for

further definitions andreconciliations.

Gross profit £m

616.3 +24.7%

Statutory operating profit £m

196.4 +13.6%

Underlying cash conversion %

93.6 –2.0ppts

Revenue £m

1,975.1 +35.4%

Underlying basic earnings per share p

83.2 +19.7%

Underlying operating profit £m

215.1 +19.4%

Gross invoiced income £m

4,719.7 +30.5%

Find out more about our performance:

www.softcat.com

Find out more in our Sustainability Report:

www.softcat.com/about-us/sustainability

2. Customer base is defined as the number of customers who have transacted with Softcat in both

ofthe preceding twelve-month periods.

3. Reflects an interim ordinary dividend per share of 9.9p and final ordinary dividend per share of

21.6p, based on the respective number of shares outstanding at each dividend announcement date.

Highlights

327.2

373.8

417.8

494.3

616.3

1,077.9

985.3

962.6

1,458.4

1,975.1

136.1

140.9

154.1

172.9

196.4

76.2

93.2

95.9

95.6

93.6

2,507.5

2,563.3

2,852.2

3,617.0

4,719.7

136.1

140.9

154.1

180.1

215.1

55.5

56.2

59.7

69.5

83.2

1Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Ourgoal remains to be the leading IT infrastructure solutions provider asmeasured

byemployee engagement, customer satisfaction andshareholder returns. Success will

create opportunities forourpeople and drive growth forour customers and partners.

The UK’s largest value-added reseller

At a glance

10,534

corporate and public

sectorcustomers

3,036

employees

+64

customer NPS

Our purpose

A special place to work that will always put our people and culture first.

Guided by our values

Fun Responsibility Community Intelligence Passion

Read more on pages 30 to 37.

Strategy

Sell more to existing customers.Acquire more customers.

Read more on page 15.

Our vision

To be the leading IT infrastructure product and services provider.

2 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Our offering

Helping people and

organisationsthrive

We support commercial and public

sector organisations todesign, procure,

implement and manage their digital

infrastructure. Our continuing success

enables further investment in new

skillsand capabilities, broadening and

deepening the offering we present to

customers, enhancing their loyalty. Our

technology proposition for customers

isfocused on the five areas on the right:

Ireland

Australia

USA

Canada

Hong Kong

Singapore

Netherlands

Germany

Our vendors

World-class partnerships

We’re proud to collaborate with all the

biggest global technology vendors,

aswell as emerging innovators, to

deliver the broadest possible choice

forourcustomers. Through our vendor

management framework, we work

hardon maintaining strong alliances,

ensuring that our employees are

accessing the appropriate range of

solutions andproducts at all times,

asthey help customers harness modern

technology todrive success. In many

instances, we have best-in-class

accreditations withour vendors, which is

why both ourvendors and our customers

trust us to deploy theright solutions in

the right way.

Where we operate

Offices across the globe

The UK remains our core focus but we

have established an increasingly global

presence. We now have twelve offices

across the UK and Ireland, US and

Singapore, with further international

operations in Canada, Netherlands,

Germany, HongKong andAustralia.

Read more about us on our website at:

www.softcat.com/about-us

400

vendors

More information about ourapproach

to solutions and services is on our

website at: www.softcat.com/solutions

3Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Further strong performance

I am delighted to report on another

yearof strong progress for Softcat.

Onceagain, the business exceeded

expectations and delivered a strong

financial performance. It is particularly

pleasing to see us further strengthen

ourleadership position in the market

and further differentiate ourselves

frommany of our competitors.

Core to this success has been the

consistent execution of our strategy.

Thefour engines that underpin our

strategy continue to serve us well,

helping us support customers today

while also creating the capacity to invest

for tomorrow’s growth. That balance

between delivering strong performance

and at the same time laying the foundations

for future growth remains one of Softcat’s

defining strengths. It has enabled us

tocontinue investing in the business,

develop our capabilities and maintain

theflexibility required to respond to

theneeds of our customers and an

ever-changing technology landscape.

Next phase of growth

One particularly strong feature of Softcat

isthe unrivalled breadth of our customer

relationships. Our comprehensive portfolio

of technologies and services, combined

with partnerships with many of the world’s

leading technology vendors, allows

ustoestablish deep and long-lasting

relationships with customers as they move

through successive phases of technology

investment. Whether that investment is in

datacentre infrastructure, cloud, cyber

Strong progress delivered

byexceptional people

The balance between delivering strong

performance and at the same time laying

the foundations for future growth remains

oneof Softcat’s defining strengths.

Graeme Watt

Non-Executive Chairman

Chairman’s statement

security, networking, workspace

transformation or AI, Softcat is well

positioned to listen to its customers,

understand their needs and help them

achieve their ambitions.

As the market evolves, we must evolve

our approach too. During the year

weinvested further inthe systems,

platforms and operational capabilities

that will support the next phase of our

growth. These investments are designed

not only to ensure we remain competitive,

but also to improve the experience we

provide to our customers, partners and

colleagues. Alongside this, we have

continued to invest heavily in developing

our people and expanding their skills in

line with theneeds of our customers and

the opportunities we see emerging

across the market.

AI is a particularly exciting area and is

already influencing what we sell, how

wesell and how we operate internally.

Whilethe pace and shape of adoption

will differ across organisations, there is

little doubt that AIrepresents a significant

opportunity forour industry. We believe

Softcat is exceptionally well positioned

tobenefit from this trend through both

itstechnical expertise and its trusted

customer relationships. At the same

time,we continue to scan the horizon for

opportunities to broaden our capabilities

or extend our international reach in

support of customers whose

requirements stretch beyond the UK.

Asaresult of a careful and diligent search

process, post year-end we announced

the acquisition of GDT, a leading

US-based IT solutions provider. GDT is

highly complementary to our business,

enhancing our capabilities in the US

market and increasing our relevance

forcustomers with international needs.

This marks another very important and

exciting milestone for Softcat.

Culture and our people

Culture has always been at the heart

ofwhat makes Softcat successful and

continues to be our most powerful

differentiator. We operate in a fragmented

and highly competitive market where

products and services can often look

similar from the outside. What consistently

sets Softcat apart is the quality of our

people and the strength of our culture,

which drives the exceptional level of

service it delivers for customers.

I continue to be inspired by the

energy,enthusiasm and commitment

demonstrated by our team. During

theyear we saw extraordinary levels

ofengagement across our charitable

activities, colleague networks and

community groups. Equally pleasing

hasbeen the recognition our teams

havereceived from across the industry

and beyond. These achievements reflect

not only the quality of our people but

also the behaviours and values that

continue to guide the way we work

together as a business.

4 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Investment case

We set ourselves apart from our peers as the IT solutions

provider of choice, through our unique culture and the

breadthand depth of our customer offering.

A broad and diverse portfolio

ofITinfrastructuresolutions

Working with all the leading global technology vendors, oftenbacked

by best-in-class vendor accreditations, we provide customers with

access to the broadest range of IT infrastructure solutions. Our

vendor relationships, expertise and independence enable us to

recommend the right solution for each customer.

Read more on pages 10 and 11.

One moment that gave me particular

satisfaction this year was approving

afree share grant for every employee

inrecognition of another exceptional

performance. Creating a culture of

ownership has long been important to

Softcat and I am delighted that so many

of our people are now shareholders in

the business. Their contribution has

been instrumental in our success, and

itis entirely appropriate that they share

directly in the value they help to create.

Board and shareholders

The Board has continued to work

effectively throughout the year. We have

devoted more time than ever to discussing

Softcat’s long-term vision and strategy,

and what they mean for the business.

Thishas at times required additional time

commitment from the Board, for which

Iam grateful. Graham and Katy continue

to provide exemplary leadership, while the

Non-Executive Directors bring support

and constructive challenge to the

executive team, helping maintain a strong

focus on governance, risk management

and long-term value creation.

Shareholder engagement remains an

important focus for the Board. We value

investor conversations as an opportunity

both to explain our strategic priorities

and to listen carefully to their perspectives.

During the year discussions covered a

range of topics including capital allocation,

acquisition opportunities, shareholder

composition, share price performance

and broader strategic matters. I was

pleased by the support we received

forthe share buyback programme

announced during the year.

Jacqui Ferguson, our Senior Independent

Director, also led a shareholder consultation

on extending my tenure as Chairman up to

April 2030 which is beyond the guidelines

set out in the UK Corporate Governance

Code (see pages 64 and 72. Iwas pleased

with the positive feedback we received

from this consultation and on our proposal,

which we see as a vote of confidence

inthe Board, the management team

andthe direction of Softcat and is very

much appreciated.

3rd=

for Board gender diversity

inthe2026 FTSEWomen

LeadersReview

Thank you

My sincere thanks go to my fellow Board

members for their support, judgement

and commitment throughout the year.

I would also like to thank Graham, Katy

andthe wider leadership team for their

excellent stewardship of the business.

Their leadership, ambition and focus

continue to position Softcat strongly for

future success.

Last but not least, I would like to thank all

our colleagues across Softcat. The Group’s

wonderful performance this year is a

direct result of their talent, dedication

and relentless commitment to customers

and each other. It is a privilege to work

with such an exceptional group of

people,and I remain excited about the

opportunities that lie ahead for the

combined Softcat and GDT business.

Graeme Watt

Chairman

13 October 2026

5Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Performance built on trust

We have never been in a better position toaddress

the increasingly complex needs of customers, who

are adapting to rapid developments across all facets

of theirtechnology.

Graham Charlton

Chief Executive Officer

Chief Executive Officer’s review

Performance and market conditions

Our outstanding performance in FY2026

significantly exceeded our expectations

at the beginning of the year. Softcat’s

continued success reflects the strength

of our special culture, the depth of our

customer relationships and the benefits

of sustained investment in our people,

capabilities, systems, data and office

network. Our proposition spans the full

stack of modern infrastructure and is

increasingly aligned to the technologies

customers need most as they prepare for

AI adoption at scale. We remain focused

on enhancing our offering within a

disciplined strategic framework, while

continuing to invest in the capabilities,

tools and operating model required

tocapture the significant long-term

opportunity ahead.

During the year, customer numbers grew

by 3.4%, with growth across all segments,

while gross profit per customer increased

by 20.6%, reflecting further progress in

selling more to existing customers across

our technology portfolio.

AI is manifesting in very positive ways

across our business. As it becomes more

deeply embedded in the applications used

by organisations every day, it isplacing

greater demands on the infrastructure

layer where our offering isfocused.

Customers need more powerful and

versatile compute, faster and lower-latency

storage, more resilient networking and

connectivity, stronger cyber security, and

data architecture and governance capable

of supporting AI safely and at scale.

Themarket remains inthe early stages of

thisadoption cycle, and we are very well

positioned to benefit given the breadth

and depth ofour offering, the scale and

diversity ofour customer base, and our

trusted adviser status with both customers

andvendors.

Our market continues to be influenced by

geopolitical uncertainty and industry-wide

supply challenges for memory and storage

products, driven by unprecedented AI

infrastructure investment. Against this

backdrop, customers remain disciplined

and selective, with greater scrutiny of

discretionary projects and a continued

focus on demonstrable business outcomes

and return on investment. However,

ITinfrastructure is becoming ever more

foundational to organisational resilience

and growth, and demand remains strong

in areas that are difficult to defer, including

security, hybrid infrastructure, networking,

cloud optimisation, data platforms,

AIenablement and managed services.

While uncertainty around memory pricing

persists, our close relationships with a

range of key vendors help us advise

customers, identify alternatives and

provide flexible solutions.

We have also been modernising our own

systems, data and digital platforms for

several years with investments in data

architecture, automation and AI-enabled

tools beginning to enhance the way

ourpeople work. Alongside this, we are

developing in-house agents across key

processes and adopting AI functionality

within our enterprise systems. These

investments are improving customer

andemployee experience, increasing

the effectiveness of our go-to-market

activity, and strengthening the scalability

of our business as we continue to grow.

Customer technology priorities

and industry trends

AI and other factors continue to stimulate

demand across our entire technology

proposition, and there is broad recognition

from customers that their infrastructure

estates must evolve at pace. These

environments are often highly complex,

built over many years across a large

number of different vendor’s technologies,

which makes trusted, independent advice

and support increasingly important. Softcat

is very well placed in this environment,

combining access to leading vendor

innovation with a deep understanding

ofcustomer environments to help

organisations plan, implement and

integrate technology fit for the age of AI.

Our latest customer experience survey

reinforces this direction of travel. Customers

continue to prioritise maximising the

impact of their IT investments, using

technology to drive innovation,

whilestrengthening governance and

compliance. Cost control, business

continuity, sourcing and procurement

also remain prominent priorities.

Together, these findings show that

customers are looking for partners

whocan help them simplify increasingly

complex estates, improve resilience

andcontrol, and translate technology

investment into measurable outcomes.

We deliver this support through a

combination of product procurement,

technical advice, solution design,

integration, multi-vendor logistics,

financing and ongoing support services,

aided by the commercial benefits of our

vendor accreditations. As vendors build

the support and service structures

required for a new generation of

technology, they are increasingly relying

on partners with the reach, skills and

customer intimacy to deliver successfully.

Softcat brings together decades of

know-how and its proprietary data to

augment the capabilities of both customers

and vendors, reinforcing our position as

one of the very best partners for each.

Strategic developments

Our strategic framework remains

unchanged, and FY2026 demonstrated

the increasing value of consistent

execution. Our people and culture

remain the primary source of competitive

advantage, delivering the customer

service, trust and loyalty that underpin

our performance. That performance

enables continued reinvestment in

ourproposition, capabilities, systems,

data and office network, which in turn

strengthens the value we deliver to

customers and vendors. Over time,

thispositive cycle has created what we

believe is the broadest and deepest

technical offering in our market, and

asecond source of advantage.

During the year, strong growth in

customers, gross profit per customer

and profitability was supported by

further progress across our four

strategic growth engines:

6 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

• Sales and customer excellence – our

account manager model continues

to deliver outstanding results, with

customer numbers increasing and

gross profit per customer growing

strongly as we do more with both

new and existing customers. We

have continued to invest in sales,

specialist and support capacity, while

the insights now being surfaced

from our modernised systems are

helping our teams engage customers

with greater relevance, speed and

precision. Tools such as CatNav

are beginning to improve how our

people navigate Softcat’s broad

capabilities, vendor relationships

and pricing structures, supporting

more effective advice and execution.

We are focused on enhancing the

differentiation we canbring to the

customer groups inwhich we operate,

from the mid-market through to large

and complex organisations with

international requirements.

• The broadest offering – our five

technology towers continue to

help customers, vendors and our

own people navigate the full stack

of modern infrastructure. We saw

broad-based growth across the

portfolio during the year, with

particularly strong demand in data

centre infrastructure, networking

andsecurity, workplace, and services.

The 2025 acquisition of Oakland

enhanced our capabilities in data,

automation and AI consulting,

enabling us to engage earlier

with customers as they build the

foundations required for AI adoption

at scale. We will continue to develop

technical skills and service capability

across each tower to deepen

our proposition and extend our

reach, in close alignment with our

vendorframework.

• Operational excellence – we

have made significant progress

in modernising the systems, data

and processes that will support

Softcat’s next stage of growth. Our

developing data architecture and

platforms, proprietary tools and

in-house agents are beginning to

bring cleaner internal data together

with external insight on customers,

markets and products. We have also

continued to enhance eCAT and

made good progress expanding it

globally. We have completed the

rollout of our new HR system, while

our new sales system is currently

being rolled out in phases across the

sales team. Together, these platforms

will enable greater automation,

better experiences for customers and

employees, and improved scalability

across the business.

• Our special culture – our culture

remains the central foundation of

Softcat’s success and continues to

evolve as the business grows. We

have invested in and developed

local leadership teams in each of

our offices to strengthen employee

experience and maintain the

transparency, recognition and

feedback that underpin engagement

and collaboration. OurFY2026

employee net promoter score

increased slightly to 56(FY2025: 55),

while our employee engagement

score rose to 91% (FY2025: 88%).

We also continued our office

upgrade programme, creating better

environments for collaboration

between our people, customers,

vendors and partners. During

FY2026, we marked the tenth

anniversary of our stock market

listing, and to recognise their

significant contribution to Softcat and

its success, all Softcat and Oakland

employees were rewarded with a

special, one-off free share award.

Investment for future growth

During the year, we made further

progress with our ongoing investments

in internal systems, data and processes.

We are now moving from foundation-

building into deployment, adopting AI

functionality as it becomes available

within third-party platforms and

developing proprietary tools that

improve how our people work. This

includes CatNav, our intuitive in-house

assistant designed to help sales teams

navigate the breadth of Softcat’s

proposition, vendor relationships and

pricing structures more quickly and

effectively. We have also continued to

develop eCAT, our online IT procurement

platform, through direct integrations

with vendor systems, an enhanced user

experience and further international

expansion into Germany, Singapore

andAustralia.

We grew average headcount by

10.8%year-on-year to 2,925 and have

continued to focus our investment in

people across technical, specialist and

sales support roles, while also growing

our internal ITand back-office functions,

as we enhance our capability to go

deeper with existing customers.

We have made good progress with the

implementation of our new sales and

HRsystems. The new HR system has now

been rolled out to all users, while the

new sales system has completed user

acceptance testing and pilot phases and

is now live for an initial group of sales

colleagues, ahead of a phased wider

rollout. Together, these platforms will

enable greater automation, better

experiences for customers and employees,

and more scalable processes across

theGroup.

Our Group-wide office upgrade

programme continued during FY2026,

creating better environments for

collaboration between our people,

customers, vendors and partners.

Werelocated our Manchester office in

August 2025, and we moved to a more

central location in Dublin in December,

almost doubling the size of our Irish

presence. We also completed an interim

refresh of our Marlow headquarters

inMarch 2026 and refurbished our

Newcastle, South Coast and Leeds offices,

to help support our culture, employee

engagement and customerexperience.

Sustainability

Sustainability remains an important part

of how we support customers, manage

risk and create long-term value. During

FY2026, we undertook a double materiality

assessment, informed by the Global

Reporting Initiative and European

Sustainability Reporting Standards, to

identify the sustainability topics that matter

most to our business and stakeholders.

This work will shape the next phase of

oursustainability strategy, helping ensure

our priorities, actions and disclosures

remain aligned with evolving customer,

investorand regulatory expectations.

Wewill provide more detail on the

findings and implications in our next

Sustainability Report.

We also continued to develop the

sustainability solutions and services

available to customers, including our

circular economy proposition and

sustainability reporting capabilities.

These services help organisations make

more informed technology decisions,

extend the useful life of assets and

better understand the environmental

impact of their IT estates. Customer

interest in circular technology solutions

continued to grow, and Softcat’s

progress was recognised externally

through our EcoVadis Gold award,

inclusion in the Financial Times’ Europe

Climate Leaders ranking, an improved

position in TIME’s World’s Most Sustainable

Companies list, and the CRN Sustainability

in Tech Social Impact Award.

Acquisition of GDT

(post-balance sheet event)

Post year-end, we announced the

$1,050m (£785m) acquisition of GDT,

aleading US-based multi-vendor IT

solutions provider. This is a significant

strategic step for Softcat, increasing our

capability in the US and strengthening

our ability to support customers with

international requirements. GDT is

highly complementary to our strategy,

with deep technical expertise, strong

vendor relationships and a customer-led

culture that aligns closely with our own.

The acquisition provides a compelling

platform for long-term growth alongside

our existing UK and Ireland business,

while broadening the value we can deliver

to customers, vendors and partners. The

transaction is expected to close by the

end of Q1 CY2027, subject to customary

regulatory filings and approvals.

Graham Charlton

Chief Executive Officer

13 October 2026

7Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Business model

Significant opportunities for long-term growth

Our business modelis designed to drive value for our stakeholders. Our people are

bright,motivated, driven and enthusiastic and are trained tomeet our customers’

needs.Most importantly, they care aboutSoftcat and the customers it serves.

Thispowersfurther scale and growth, driving the long-term success of our business.

Our purpose A special place to work that will always put our people and culture first.

Our employees

Our employees are the keystone

of ourcompetitive edge. Their

passion, intelligence, sense of fun

and commitment to the long-term

success of our customers are

what really make us stand out

from the crowd. We support our

employees to help provide our

customers with a broad range

oftechnology solutions.

Read more on pages 30 to 37.

Our market opportunity

and offerings

We operate in a large and rapidly

growing market, with a share of

around 5%, which provides plenty

of opportunity for further growth.

Oursuccess continues to fuel

reinvestment into our customer

proposition and internal systems,

to ensure we deliver sustainable

growth. As a result, we have one

ofthe broadest and deepest

customer offerings in the market,

positioning us asthe partner

ofchoice for even the biggest

andmost complex solutions.

Wecontinuously evolve our

offerings and capabilities to

maintain relevance with our

customers and further expand

ouraddressable market. This has

never been more important as AI

is making IT infrastructure more

critical, more complex and more

strategic for customers.

Read more on pages 30 to 37.

We recruit

andtrain great

people with

high potential

We work with

universities and

schools across

thecountry and

consider thousands

ofcandidates each

year before selecting

thosethat are right for

Softcat. We look for

exceptional people

with the right attitude.

We also have

otherrecruitment

programmes which

foster our culture

ofdiversity

andinclusivity.

Read more on pages

34 and 35.

We deliver

outstanding

customer

service

Only great people who

are highly motivated

and care about the

business they work

forcan provide truly

outstanding levels of

customer service over

the longterm. We try

to couple that with an

exceptional set of

technical capabilities

and believe the results

speak for themselves.

We take a relentless

approach to customer

satisfaction andact on

customer feedback to

maintain outstanding

customer service.

Read more on pages

12 and 13.

We win new

customers

andsellmore

toexisting

customers

Winning a new

customer is just

thevery start of the

journey; our real

aimisto nurture a

relationship carefully

over many years. If we

can prove our worth

bynever letting a

customer down and

being there for them

atdifficult moments,

trustbuilds and

everyone wins.

Read more on pages

14 and 15.

We incentivise

and engage

ourpeople

toperform

We create a great

place to work where

people are motivated,

recognised and

rewarded for success.

We regularly measure

employee engagement

and take actions to

keep our employees

feeling engaged and

motivated. We are

known for our unique

culture and it is without

doubt the basis of

ourongoing success.

Read more on pages

32 to 36.

We maintain

relevance and

expand our

addressable

market

We continue to

matureand evolve

ourcustomer offering,

making sure we

maintain relevance

andmake it easy for

customers to do

business with us.

Wehave a strong track

record of developing

new revenue streams

and are quick to pivot

asthe market evolves.

Despite our success

todate, we are excited

about the huge

opportunities for

future growth.

Read more on pages

10 and 11.

The value we create

What we do for our customers

customer satisfaction

What we do for our employees

employee engagement

What we do for our shareholders

years of consecutive

grossprofitgrowth

Our impact

Fun Responsibility Community Intelligence Passion

9Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Future opportunities

Our response

Market overview

A compelling opportunity in a growing market

Rapid advances in AI are reshaping customer priorities across every area of technology.

Success increasingly depends on secure data, resilient infrastructure and connected

digital experiences. By offering the most relevant and comprehensive product set,

skills and capabilities across our five technology towers, we help customers navigate

this complexity, further increasing our share of a structurally growing market.

Workspace

Customers are seeking to improve

employee productivity, collaboration

and digital experience while embedding

AI into everyday workflows.

• Helping organisations create

secure, productive and flexible

workplace environments that support

collaboration regardless of where

employees work

• Providing expertise across devices,

collaboration platforms, digital

employee experience and workplace

lifecycle services to simplify

technology management

• Supporting customers in preparing

for and adopting AI-enabled

workplace technologies, including

Microsoft Copilot and related

productivity solutions

• Helping customers integrate

collaboration, security and AI

capabilities into a seamless employee

experience across increasingly diverse

working environments

• Increasing demand for managed

workplace services as organisations

seek greater efficiency, consistency and

support across their technology estates

Hybrid platforms

Customers continue to modernise

legacy environments while balancing

cost, performance and resilience

acrosspublic cloud, hybrid cloud

andapplication estates.

• Helping customers modernise legacy

infrastructure and applications

through cloud migration, optimisation

and transformation programmes

• Providing expertise across

public, private and hybrid cloud

environments, enabling customers

to balance flexibility, performance,

resilience and cost efficiency

• Working alongside customers to

develop modern platforms capable

of supporting digital transformation

initiatives and future AI workloads

• Increasing demand for cloud platforms

capable of supporting data-intensive

and AI-enabled applications is

expected to drive continued investment

• Growing adoption of hybrid

and multi-cloud environments is

increasing demand for specialist

expertise across increasingly complex

technology estates

Addressable market 2026

(£bn)

£99bn

Our addressable market in the

UKand Ireland is currently worth

around £99bn and is expected

togrow at a four-year compound

annual growth rate (‘CAGR’) of

10.5% to £147bn by 2030.

Addressable market

2024–2030 (£bn)

10.5% CAGR

Calendar year data:

2024 and 2025 actuals

2026 onward are estimates

4-year CAGR

Source:

Softcat analysis based on external sources.

Our technology proposition

147

132

119

109

2024 2025 2026 2027 2028 2029 2030

Market trend

10 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Future opportunities

Link to strategy

Each of our five key market drivers aligns with and supports all strategic pillars outlined below:

Our response

Cyber security

Security remains the most consistent

technology priority for customers as

cyber threats, regulatory requirements

and AI adoption increase risk

andcomplexity.

• Providing comprehensive security

solutions spanning prevention,

detection, response and recovery,

helping customers strengthen

resilience against an increasingly

sophisticated threat landscape

• Expanding managed security and

threat monitoring capabilities, enabling

customers to improve visibility,

accelerate incident response and

reduce operational complexity

• Supporting customers in adopting

zero-trust principles, modern identity

solutions and robust governance

frameworks to secure users,

devices and data

• Helping customers secure modern

cloud, hybrid and AI-enabled

environments as attack surfaces

become more distributed and complex

• Supporting customers in simplifying

fragmented security estates

through platform consolidation and

integrated security architectures

Networking

andconnectivity

The rise of hybrid working, cloud

adoption, AI applications and

distributed infrastructure is increasing

demand for resilient, secure and

intelligent networks.

• Designing and deploying modern

networking solutions that support

hybrid working, cloud adoption

andincreasingly data-intensive

digital environments

• Providing secure and resilient

connectivity services, helping

customers maintain performance,

availability and user experience

across distributed operations

• Supporting customers with

software-defined networking,

wireless infrastructure and network

management solutions to improve

visibility and operational control

• Expanding managed networking

capabilities to help organisations

simplify infrastructure management

and optimise network performance

• The convergence of networking and

security technologies is creating

opportunities to support customers

through secure access and modern

network transformation projects

• Growing data volumes and real-time

application requirements are expected

to drive continued investment in next-

generation connectivity solutions

Data, AI

and automation

Organisations are moving beyond AI

experimentation towards wide-scale

deployment. The focus has shifted from

accessing AI tools to creating the data,

governance and operating foundations

needed to realise measurable

businessvalue.

• Expanding our AI and data consulting

capabilities to help customers move

from experimentation to deployment,

supporting strategy development,

use-case identification, governance

and adoption programmes

• Leveraging strong partnerships

with Microsoft, AWS, Google and

other leading vendors to deliver AI,

analytics and automation solutions

tailored to customer needs

• Continuing investing in specialist

skills and customer education to

help organisations understand

emerging technologies and realise

measurable business outcomes from

AI investments

• Helping organisations unlock value

from increasingly complex and

fragmented data estates through

advanced analytics, automation and

AI-powered decision making

• Growing demand for managed data,

AI governance and lifecycle services

as customers seek trusted partners to

support long-term AI adoption

Acquire more customers Sell more to existing customers

Maintain relevance and expand

ouraddressable market

Ease of doing business

People and culture

Read more about our strategy

on pages 14 to 17.

Market trend

11Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Customer proposition

A strong proposition with distinct advantage

Our long-term growth and ongoing success are powered by our special culture and

differentiated customer service, together with the breadth and depth of our solutions

andservices, across a well-diversified customer base.

Workspace

Hybrid

platforms

Cyber

security

Data, AI and

automation

Networking

and

connectivity

Technology proposition

Vendor management

400

vendors

Customer segments

Mid-market/small and

mediumbusiness

Enterprise Public sector

Technical and services offering

Advise Architect Implement Support Manage

Value proposition to our vendor partners

Access to a broad

customer base

Cost-effective route

to market

Strong distribution

and implementation

capabilities

Feedback mechanisms

for vendor products

and services

Communicating

value of innovations

to customers

Direct Distributors

Value proposition for our customers

A single IT infrastructure and services

provider with a broad proposition

Comprehensive and exceptional

customer service

Independent view of the

IT ecosystem

Value-added services with

integration capabilities

Solutions across

IT lifecycle

Ongoing training and advice

on new products

Support and delivery of upgrades

and renewals

Monitoring and management of

licensing/subscription agreements

Customers often have limited

in-house IT resources

Customers

12 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

98%

customer satisfaction from

over6,600 responses

Our customers, enabled

byourpeople

Our customers are supported by dedicated

Sales, Technical and Service teams that

work together to deliver exceptional

outcomes. We remain focused on

building long-term, trusted relationships,

helping organisations navigate an

increasingly complex technology

landscape shaped by AI, cyber security,

data, cloud and digital transformation.

Our customer-centric approach

combines the acquisition of new

customers with the continued expansion

of existing relationships, underpinned

by three priorities:

• fostering a high-performance and

collaborative sales culture;

• simplifying the customer journey

through seamless engagement

across Softcat; and

• maintaining the relevance of our

proposition through continuous

investment in people, capabilities

and services.

Developing trusted advisers

We continue to invest heavily in the

development of our account managers,

sales specialists and technical experts,

helping them build the skills required to

become trusted advisers to customers.

Our teams are focused on delivering

high-quality outcomes, combining deep

commercial understanding with

technical expertise to recommend

solutions that address specific business

challenges. Customers increasingly

benefit from a broad network of

relationships across Softcat that deepen

over time and strengthen the quality of

support we provide.

Delivering a differentiated

customer experience

Customer feedback remains central to how

we develop our business. Insights from our

annual customer experience survey help

shape our investment priorities and ensure

our capabilities remain aligned to the

technologies and services that matter

most to our customers.

Our broad technology offering is

supported by a diverse range of account

managers, technical architects, solution

specialists, consultants, managed service

professionals and Customer Experience

teams. Customer Success Managers play

an important role in helping large and

complex customers realise value from

their technology investments, working

closely with Service Delivery teams to

support strategic planning, executive

engagement, value realisation and

ongoing relationship management.

Thisco-ordinated approach helps ensure

the effective delivery of increasingly

complex solutions while strengthening

customer loyalty and advocacy.

Supporting customers’

sustainability ambitions

Our sustainability specialists work

alongside technical architects,

procurement experts and account

managers to help customers better

understand the environmental impact

oftheir IT estates and identify practical

opportunities to improve efficiency,

reduce waste and support broader

sustainability objectives. By combining

technical knowledge with commercial

expertise and strong vendor partnerships,

we help customers embed sustainability

considerations into technology decisions

and deliver outcomes that are aligned to

their business priorities.

Strengthening our expertise

andculture

Our ability to deliver outstanding

customer outcomes starts with

attracting, developing and retaining

talented people. We continue to invest

in our technical, sales and service

capabilities, expanding our expertise in

strategically important areas, while also

enhancing our ability to support larger

and more complex organisations.

Our culture remains a key differentiator

and is built on trust, empowerment,

collaboration and a commitment to doing

the right thing for customers. By creating

an environment where people can

develop their careers, share knowledge

and enjoy themselves, we strengthen

ourability to innovate, deepen customer

relationships and sustain long-term

success. We remain committed to

fostering an inclusive workplace where

everyone can thrive and contribute to

ourcontinued growth.

During the year, we launched Softcat

Cares, our brand-new Customer

Experience tool designed to

strengthen how we handle

escalations and complaints as an

organisation, ensuring they are dealt

with in a clear, structured manner.

The framework is already having

apositive impact and helping us

maintain our overall high standards.

Ensuring all customers get the support they need

A lot of the value of our business is the happiness

ofour customers.

Luke Thomas

Company Secretary

13Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Strategy

A proven strategy for sustainable growth

Successful execution of

oursimple but effective

strategy supports

ourongoing success

throughthe acquisition

of newcustomers

andexpansion of

walletshare with

existing customers.

How our strategy delivers

sustainable growth

The virtuous cycle of sustainable

growth and investment that we

deliver is powered by our special

culture. This has underpinned

oursuccess to date, and it will

continue todrive our growth

intothe future.

Our culture creates passionate

teams of people who work

collaboratively tomeet the needs

of their customers in a way that

differentiates us from competitors.

The resulting trust and loyalty

encourage customers to rely on

usto provide more of their IT

infrastructure requirements each

year, fuelling further investment

inour proposition andreinforcing

our competitive advantage

overtime.

Investing for future growth

In an increasingly complex

technology landscape, the

breadth of our offering and our

wealth of expertise are becoming

ever-greater sources ofadvantage.

That’s why wecontinue to invest in

our systems and processes to

ensure that our employees have

the besttools and resources at

their disposal, while making it easy

for customers and vendors to do

business with us.

Our strategy

Acquire more customers Sell more to existing customers

During the year we grew customer

numbers butwe still only serve an

estimated one in fiveof our

targetmarket.

• We are constantly innovating and

evolving our customer proposition

• Penetration of target market remains

low with good growth potential

• Long-term growth in customer base

reflects strong retention and success

in curating new relationships

The opportunity to help customers

navigate an increasingly complex

arrayof technology choices has never

been greater.

• Continued investment in tools and

training for employees

• Opportunities to increase customer

wallet share as longer tenure leads to

more gross profit transacted with us

• Continuous year-on-year increases

ingross profit per customer

Progress in FY2026

Future focus

Overview

Our customer base grew by 3.4% during

the year, with success across each of our

key segments: mid-market, enterprise

and public sector. Average headcount

increased during the year by 10.8%,

driven by investment in our Sales team,

including supporting specialists and

Technical teams, as well as a full-year

impact of the Oaklandacquisition.

We have continued to respond to the

rapid pace of innovation across our

industry by investing in our capabilities

to support the evolving technological

needs of our customers. This enabled

usto strengthen the trust placed in

usbyour customer base and further

increase our market share.

Our customer base accounts for

approximately 20% of the overall

addressable market. We will continue

totarget new accounts through further

investment, training and development

ofour sales team and allowing our

unique culture to flourish. We are

constantly developing our offerings

toensure close alignment with our

customers’ priorities and toreflect

expectations of future market trends.

The pace ofchange across the IT

infrastructure landscape remains relentless,

whether it’s the solutions weare selling,

thenature of deployment channels orthe

manner in which technology is consumed.

This provides Softcat with anexciting

opportunity to take a bigger share of a

fast-growing market. We intend to remain

akey partner to both established and

emerging technology vendors, sharpening

our skills and capabilities around the

dynamic range of products, services and

channels they are bringing to market.

Increase in customer base

duringthe year

+3.4

Increase in gross profit per

customer during the year

+20.6

14 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Our four engines of growth

Operational

excellence

A special

culture

Sales and

customer

excellence

Broadest

offering

GP per customer

+14.7

5yr CAGR

Customer count

+2.4

5yr CAGR

• Customer count is defined as the

number of customers spending

atleast £1 with Softcat in each of the

two preceding 12-month periods.

Customer data

Customer countGP per customer

GP per customer

+10.7

5yr CAGR

Customer count

+6.1

5yr CAGR

• Customers that trade >£1k GP

ina single year comprise approx.

99%ofGP in each year.

• The rate of growth in GP per

customer and number of customers

in this cohort is more evenly balanced

than in the total customer count.

Customers >£1k GPGP per customer

Customers delivering at

least£1kGP in a single year

Customer count

andGPpercustomer

Our culture remains the most important

foundation of our success. We have

strengthened employee engagement,

maintained a market-leading employee

net promoter score, expanded and

upgraded our office estate, and further

empowered local office leadership teams.

We also continued investing in learning,

recognition and wellbeing, ensuring

ourculture evolves whilst retaining the

valuesthat have underpinned Softcat’s

long-term success.

We have continued to invest in our

Salesand Specialist teams, helping

customers navigate increasingly

complex technology decisions and

adopt emerging technologies such

asAI.Customer growth and gross

profitper customer accelerated

andwefurther strengthened our

engagement capabilities, enabling

ustosupport organisations of all

sizeswith greater technical expertise,

insight and service excellence.

We delivered broad-based growth

across our five technology towers

duringthe year, led by data centre

infrastructure, networking and security,

workplace, and services. Oakland

strengthens our data, automation and

AIconsulting capabilities, enabling

earlier customer engagement, while

continued investment in developing

technical skills and services across each

tower will deepen our proposition and

extend our reach.

During the year, Softcat continued

tomake progress with its investment

inmodern business systems, data

platforms and AI-enabled tools,

including proprietary solutions such

asCatNav. We also strengthened

datagovernance, analytics and

processautomation, improving

productivity, decision-making

andcustomer experience while

buildingascalable platform for

futuregrowth.

We continue to invest across our four engines of growth, to help

us further strengthen our competitive advantages and realise our

longer-term ambitions.

Why it’s important and

howwehave delivered

11,000

10,000

10,500

9,500

9,000

8,500

8,000

£60k

£40k

£50k

£30k

£20k

£10k

£0k

10,000

9,000

8,000

7,000

6,000

4,000

FY21

FY22

FY23

FY24

FY25

FY26

£80k

£60k

£50k

£70k

£40k

£30k

£20k

£0k

5,000

£10k

15Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Strategy in action

The challenge

ICBF’s 180TB, ten-year-old storage

system was running out of capacity just

as the National Genotyping Programme

scaled up from analysing 200,000 animals

a year to over one million. This surge in

data created urgent performance, capacity,

and timeline pressures. Tight government

reporting schedules, public-sector

tender requirements, andthe need

forhigh-performance infrastructure

made on-time delivery critical to avoid

programme disruption.

The solution

Softcat designed and delivered a

scalable, high-performance solution

built on NetApp AFF storage with Cisco

networking. The deployment provided

over 300TB of fast, low-latency capacity,

fully integrated with ICBF’s Oracle and

HPC environments. When Cisco hardware

was unexpectedly delayed, Softcat

sourced temporary replacements from

Europe to keep the project on track.

Softcat engineers managed installation,

configuration, and post-deployment

consultancy — ensuring a smooth, reliable

setup tailored to ICBF’s evolving needs.

The impact

Up to 25% reduction

inprocessing time for

geneticevaluations

Scalable storage to

supportfuture research

andnational programmes

Reliable infrastructure

delivering peace of mind

andoperational efficiency

ICBF now processes genetic and

DNAdata significantly faster, with

majortime savings across cattle and

sheep evaluations. The system is

stable,high-performance, and scalable,

supporting billions of data points and

future national programme growth.

ICBFcan run development and testing

environments without disrupting

production, and the new platform

strengthens Ireland’s global position in

agricultural genomics. The dependable

infrastructure gives the organisation

confidence to focus on supporting farmers

and advancing sustainable breeding.

300TB

initial NetApp storage

delivered(later expanded

byafurther 150TB)

faster processing delivered

forgenetic evaluations

1—2

days saved per evaluation cycle

for cattle and sheep workflows

Read the full case study online

www.softcat.com/about-us/

case-studies/accelerating-

genetic-insights-softcat-

delivers-irish-agriculture

Accelerating genetic insights for the Irish

CattleBreeding Federation: Softcat delivers

forIrish agriculture

ICBF needed a fast, scalable storage solution to support the rapid growth of Ireland’s

National Genotyping Programme. Softcat delivered and installed a high-performance

NetApp and Cisco solution on time, expanded storage to over 300TB (later expanded

by 150TB), overcame supply chain delays and provided ongoing expert support.

Softcat delivered exactly what we

needed, when we needed it, to the

specification we demanded. Was it

fraught at times? Absolutely. But

the team went above and beyond to

source kit and keep us on track.

Jonathan Flack

Senior Systems Administrator, ICBF

16 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

The University wanted to move towards

a more connected model in which data

could be used to help colleagues act

sooner and more effectively.

The solution

Softcat and Oakland worked with the

University of Northampton alongside

Microsoft and Boomi to support a

connected approach to the programme.

Rather than treating the requirement as

a standalone technology implementation,

the engagement focused on helping the

University move from strategic intent

toan actionable delivery plan, with the

right partners, technologies and methods

of working all aligned around the

sameobjective.

Softcat and Oakland worked closely with

stakeholders across the University to

identify and prioritise the use cases that

would shape the first phase of delivery.

This meant getting a clear understanding

of where improved data visibility would

have the biggest impact, where systems

needed to connect, what ‘good’ looked

like from a reporting perspective, and

how everything aligned with wider

operational priorities. What emerged

from this process was something

broader than expected, with additional

opportunities identified beyond the

initial scope, helping to create a more

holistic roadmap for future development.

The impact

Better foundations for

proactive, evidence-based

decisions around student

engagement, retention

andwelfare

Reduced fragmentation

through a more central,

governed and connected

dataenvironment

Stronger internal capability

and a scalable platform to

support future use cases

across the University

Although the programme is part of a

broader transformation journey, the

benefits already being targeted are

significant. At the highest level, the

University is creating the conditions

formore consistent, joined-up and

evidence-based decisions. Instead

ofrelying on fragmented extracts and

individually interpreted spreadsheets,

teams are moving towards a model

where authoritative data can be brought

together, understood more clearly and

used with greater confidence.

That has particularly strong implications

for the student experience. A more

connected view of attendance,

engagement and progression can help

the University identify issues earlier and

respond more effectively. Rather than

waiting for problems to show themselves

after the fact, colleagues at the University

can work with better visibility and be more

proactive in the support they provide.

Navinder Kaur (Head of Application

Services) highlighted that principle when

discussing student-related use cases,

explaining that, with welfare front of

mind, the University wants to identify

when a student is no longer engaging

sothat the appropriate support can be

offered sooner.

Read the full case study online

www.softcat.com/about-us/

case-studies/building-

connected-data-foundation-

support-student-success-

university-northampton

Building a connected data foundation

to support student success at the

University of Northampton

The University of Northampton is one of the UK’s youngest universities and positions

social impact at the heart of its mission. From its Waterside Campus, it is focused

onsupporting aspiration, creating opportunities and delivering impact through

teaching, research and engagement with the wider community.

The challenge

Like many large institutions, the University

of Northampton was working with a

broad and evolving applications estate.

Over time, important data had become

distributed across multiple systems,

teams and processes. That created a

familiar challenge for organisations

looking to become more insight-led:

there was valuable information available,

but it was difficult to bring together

inaway that supported timely,

confidentdecision-making.

For the University, this mattered at

bothan operational and strategic level.

Reporting on issues such as student

attendance, engagement and progression

was possible, but it was not straightforward

to connect information from different

systems and create a consistent,

trustedpicture.

That challenge was particularly

important in a university environment,

where the quality and timeliness of

information can directly influence the

support available to students.

We’ve had a great working

relationship with Softcat for many

years here at Northampton. Softcat

is a trusted partner of ours and

weknow we can go to them with

the confidence that what we’ve

asked for, we’re going to get.

Navinder Kaur

Head of Application Services

17Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

KPIs

Delivering sustainable profitable growth

The financial and non-financial key performance indicators shown below demonstrate the Group’s

progress against its strategic goals and delivery of financial performance and shareholder value.

Thesemetrics are referred to throughout this report and further discussed in more detail within

theChief Financial Officer’s Review on pages 20 to 23.

Revenue £m

1,975.1

Strategic link

Comments

• Revenue includes all income from the

resale of third-party software, hardware

and services, as well as the sale of

the Group’s own services. Revenue

is reported in accordance with IFRS

15 with some transactions (generally

hardware and internally delivered

services) reported gross (principal)

and others (generally software and

externally provided services) reported

net (agent). We report GII to help

provide a clearer view of underlying

growth and to support understanding

of key balance sheet movements.

Gross profit £m

616.3

Underlying operating profit £m

215.1

Strategic link

Comments

• Gross profit comprises revenue

net of third-party product costs,

supplier rebates and certain internal

direct costs.

Strategic link

Comments

• Underlying operating profit

comprises gross profit net of

underlying administrative expenses.

Statutory operating profit includes

the impact of non-underlying items.

Link to Directors’ remuneration

• For 2026, underlying operating profit

accounts for 80% of the weighting

for the Executive Directors’ annual

bonus, reflecting an important role

in measuring the delivery of in-year

shareholder value.

Gross invoiced income £m

4,719.7

Comments

• Gross invoiced income reflects gross

income billed to customers adjusted

for deferred and accrued items.

Underlying basic earnings per share p

83.2

Underlying cash conversion %

93.6

Comments

• Underlying basic earnings per share

(‘EPS’) is defined as underlying

profit after tax divided by the

weighted average number of shares

for the year.

Link to Directors’ remuneration

• EPS is a performance measure in the

targets for the Executive Directors’

Long Term Incentive Plan (‘LTIP’).

• Delivery of EPS growth contributes

indirectly to share price performance

and the ability to pay dividends,

both important elements in total

shareholder return (‘TSR’). TSR is also

a performance measure of the LTIP.

Comments

• Underlying cash conversion is net

cash generated from operating

activities before taxation and any

acquisition-related cash flows, net of

capital expenditure, as a percentage

ofunderlying operating profit.

• The five-year average for underlying

cash conversion is around the mid-point

of our annual target range of 85%–95%,

reflecting the highly cash-generative

nature of the business and disciplined

working capital management.

• In FY2022 there was a transient

expansion in year-end trade receivables

following the implementation in the

fourth quarterof a new finance system.

Financial

327.2

373.8

417.8

494.3

616.3

1,077.9

985.3

962.6

1,458.4

1,975.1

136.1

140.9

154.1

180.1

215.126

76.2

93.2

95.9

95.6

93.626

55.5

56.2

59.7

69.5

83.226

2,507.5

2,563.3

2,852.2

3,617.0

4,719.726

18 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Sell more to existing customers

Non-financial

Acquire more customers

Maintain relevance and expand

ouraddressable market

Ease of doing business

People and culture

Link to strategy:

1. Gross invoiced income, underlying operatingprofit, underlying cash conversion and underlying

basic earnings per share are alternative performance measures. Please seepage 23 for further

definitions and reconciliations.

2. For more information on the remuneration ofthe Executive Directors, please see the Annual

Report on Remuneration on pages 102 to 112.

3. In FY2025, we undertook an exercise toimprove the quality of our customer data, which included

aligning all trading entities with a relevant parent company where necessary, resulting in a small

reduction in theoverall customer number. For comparability, the customer data and associated

average GPper customer in prior years have also been amended in line with the revised methodology.

Read more in our Chief Financial Officer’s Review; see pages 20 to 23.

Read more about our strategy onpages

14 to 17.

Customer base ’000

10.5

Strategic link

Comments

• Customer base is defined as the

number of customers who have

transacted with Softcat in both of

thepreceding twelve-month periods.

• Growth in this metric demonstrates

the ability of the sales force to win

new customers while also retaining

existing relationships.

• This is important for in-year

performance but also underpins

future growth.

Employee engagement score %

Strategic link

Comments

• The employee engagement score is

derived from responses to an annual

survey of all staff.

• Enthusiastic and highly motivated

people form the very core of the

Softcat business model and our

customer proposition.

Link to Directors’ remuneration

• Actions overseen by the Executive

Directors to maintain strong

employee engagement are reflected

in our employee net promoter

scores. 20% of the weighting (along

with customer satisfaction and

selected sustainability or inclusion

actions) is allocated for the Executive

Directors’ annual bonus, reflecting

the importance of a well-engaged

workforce to Softcat’s overall success.

Customer satisfaction %

Strategic link

Comments

• Customer satisfaction is defined as

the percentage of customers who

rate themselves as either ‘satisfied’

or ‘very satisfied’ in response to an

annual survey (possible responses

also include ‘dissatisfied’ and ‘very

dissatisfied’). In 2026, the survey had

6,671 respondents (2025: 6,089).

Link to Directors’ remuneration

• Actions overseen by the Executive

Directors to maintain strong

customer satisfaction are reflected in

our customer net promoter scores.

20% ofthe weighting (along with

employee satisfaction and selected

sustainability or inclusion actions) is

allocated for the Executive Directors’

annual bonus, reflecting the

importance of customers, who are at

the core of Softcat’s strategy.

Gross profit per customer £’000

58.5

Strategic link

Comments

• Gross profit per customer is defined

as gross profit divided by the number

of customers.

• New customers are included in the

calculation and tend to create a dilution

of the metric, but to a similar degree

from one financial year to another.

• The growth in this metric therefore

demonstrates the value created

by ever-deepening, long-term

relationships and the Group’s ability to

sell an increasing range of technologies

based upon genuine trust and loyalty.

34.2

38.0

41.7

48.5

58.526

9.6

9.8

10.0

10.2

10.526

19Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Chief Financial Officer’s review

within our own business and for customers,

asmore organisations move from

experimentation to broader deployment.

Gross profit (GP), our primary measure

ofincome, grew by 24.7% to £616.3m

reflecting the strength of our underlying

business performance. Growth was

supported by the contribution from

previously disclosed larger solutions

projects, the pull-forward of some

customer orders due to memory shortages,

and apositive vendor rebate contribution.

GP growth was broad-based across

customer segments and the technology

portfolio. Growth in corporate was

particularly strong, led by small and

medium together with enterprise, both

of which delivered strong double-digit

growth, supported by high single-digit

growth in public sector. By technology

area, GP growth was also broad-based,

with strong double-digit growth across

data centre infrastructure, networking

and security, and workplace, the latter

supported by aclear improvement in

demand for client devices.

By product type, software, hardware

andservices GP all grew double-digit.

Hardware growth was primarily driven

by datacentre and networking

infrastructure, including the contribution

from larger solutions projects, together

with client devices. Software GP growth

was broad-based with strength in

security solutions and Microsoft CSP,

while services growth was primarily

driven bythe contribution from

externally provided partner services.

Revenue is reported in accordance

withIFRS 15 with some transactions

(generally hardware, professional

services and internally delivered

supportand managed services)

reported gross (principal) and others

(generally software and externally

provided support and managed services)

Financial Summary

FY2026 FY2025 Change

Gross invoiced income split

– Software £2,598.6m £2,074.5m 25.3%

– Hardware £1,405.2m £992.2m 41.6%

– Services £715.9m £550.3m 30.1%

Total gross invoiced income

£4,719.7m £3,617.0m 30.5%

Revenue split

– Software £278.5m £227. 2m 22.6%

– Hardware £1,399.4m £985.7m 42.0%

– Services £297. 2m £245.5m 21.1%

Total revenue £1,975.1m £1,458.4m 35.4%

Gross profit £616.3m £494.3m 24.7%

Gross profit margin

13.1% 13.7% (0.6)% pts

Underlying operating profit

£215.1m £180.1m 19.4%

Underlying operating profit margin

4.6% 5.0% (0.4)% pts

Non-underlying items £(18.7)m £(7.2)m 159.7%

Statutory operating profit £196.4m £172.9m 13.6%

Gross profit per customer

£58.5k £48.5k 20.6%

Customer base

10.5k 10.2k 3.4%

Underlying cash conversion

93.6% 95.6% (2.0)% pts

Successful execution delivering

strong profitable growth

We have continued to invest in the long-term

growth potential of Softcat, increasing headcount,

investing innew office capacity and continuing

todevelop our data and digital platforms.

Katy Mecklenburgh

Chief Financial Officer

1. Gross invoiced income reflects gross income

billed to customers adjusted for deferred and

accrued revenue items. This is an Alternative

Performance Measure (APM). For further

information on this, please refer to page 23.

2. Gross profit margin and underlying operating

profit margin are both calculated as a

percentage ofgross invoiced income.

3. Underlying operating profit and underlying

operating profit margin are APMs. For further

information on this, please refer to page 23.

4. Gross profit per customer is defined as gross

profit generated over the last twelve-months

divided by the customer base. Customer base

is defined as the number of customers who

have transacted with Softcat in both of the

preceding twelve-month periods.

5. Underlying cash conversion is defined as net

cash generated from operating activities

before taxation and any acquisition related

cash flows, including deferred consideration

outflows, net ofcapital expenditure, as a

percentage of underlying operating profit.

This is also an APM. Forfurther information on

this, please refer to page 23.

Gross profit, revenue and gross

invoiced income

Our outstanding FY2026 performance

demonstrates the strength of our

business model and the benefits of

consistent strategic execution. We

continued to support a diverse range

ofnew and existing customers with their

IT infrastructure requirements, drawing

on our deep expertise, comprehensive

product and services offering, and the

exceptional service delivered by our

highly engaged employees.

We are also benefitting from the recent

investments we’ve made in systems and

data, people and our office network.

These investments have strengthened

our capabilities, improved our internal

operations and supported further

market share gains and long-term

sustainable growth. They also position

us well to capture the benefits of AI, both

20 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

reported net (agent) which can make

revenue trends hard to understand.

Wetherefore continue to report GII to

help provide a clearer view of underlying

growth and to support understanding

ofkey balance sheet movements.

FY2026 revenue grew overall by 35.4%

driven by: (1) hardware revenue growth

of 42.0% reflecting strong datacentre,

networking, server and compute sales,

supported by larger solutions projects.

Hardware accounts for a higher mix of

revenue than GII and is the main reason

total revenue growth exceeds GII growth

during the year; (2) software revenue

growth of 22.6% which was slightly

behind GII growth of 25.3%, primarily

reflecting a mix shift into lower margin

products including Microsoft CSP

agreements; and (3) services revenue

growth of 21.1% which was also behind

GII growth, reflecting ahigher share of

externally provided services at lower

margin (when reported on a net basis).

GII increased 30.5% to £4,719.7m, mainly

driven by strong growth in hardware, as

discussed above. Software GII grew by

25.3% with strength in cybersecurity

licencing software together with

Microsoft CSP deals, while services

growth of 30.1% was driven by a growing

share of partner provided business.

As shown in the table below, GII growth

decelerated slightly to 28.5% in H2

compared with 33.3% in H1, primarily

reflecting the greater contribution in H1

from larger solutions projects and some

customer orders pulled forward due to

memory shortages.

During FY26, GII grew ahead of GP with

gross margin declining year-on-year to

13.1% (FY2025: 13.7%). The decline was

driven by strong performance in lower

margin products including client devices

and more public sector work going via

framework arrangements. In addition,

Microsoft grew strongly with margin

impacted by the fee structure changes

which caused a mix from EAs (Enterprise

Agreements) into CSPs (Cloud Solution

Providers) and larger solution deals at

low margins had a dilutive impact, with

these two factors mainly impacting H1.

Gross profit growth accelerated in H2,

despite the stronger base comparative

and lower contribution from the large

solution projects. This acceleration was

driven by broad based performance

across all technologies and customer

segments but with particular strength

insmall and medium customers and a

higher number of deals over £0.5m.

FY2026

FY2025 Change

FY2026

FY2025 Change

GII £2,008.6m £1,507.1m 33.3% £2,711.1m £2,109.9m 28.5%

GP £269.9m £220.2m 22.6% £346.4m £274.1m 26.4%

GP/GII % 13.4% 14.6% (1.2) pts 12.8% 13.0% (0.2) pts

Customer KPIs

During the year, GP per customer grew

by 20.6% to £58.5k (FY2025: £48.5k) and

the customer base expanded by 3.4% to

10.5k (FY2025: 10.2k). Net new customer

numbers grew across all customer

segments, with the highest growth in

ourmid-market segment.

As the longevity of the relationship

withour customers increases, the GP

transacted with them also increases.

Over time, customers tend to buy across

more technology areas and an increasing

range of vendors. Loyalty, as measured

by a lower rate of customer churn, also

significantly increases. We track this

bymeasuring core KPIs among those

customers transacting over £1k of GP

with us each year, at which point average

churn drops significantly. The number

ofcustomers in this more stable cohort

grew by 7.1% to 8.8k during the year,

with the average GP delivered from each

of those customers expanding by 16.5%

to £70.0k.

+20.6

growth in GP per customer

The long tail of customers with whom we

interact less often, along with customers

who have not purchased from Softcat

inthe last 12 months or at all, constitute

future growth opportunities. The balance

between winning new customers and

doing more with existing customers is

integral to our sales model.

Internal analysis, incorporating data

from industry sources, indicates that our

total addressable market in the UK and

Ireland is more than £99bn, growing

atan annual average rate of around

10.5%. We estimate that we serve

approximately 20% of the customers in

our target market in the UK and Ireland,

based on those who trade with us in two

consecutive 12-month periods, with an

average 20-25% share of wallet. We

therefore continue to see a significant

future growth opportunity, which is

supportive of our strategy to attract

newcustomers and go deeper with

ourexisting customers.

21Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Operating profitability and

investment in future growth

Underlying operating profit of £215.1m

(FY2025: £180.1m) increased by 19.4%

year-on-year. This reflects GP growth of

24.7%, partially offset by a rise of 27.7%

in underlying operating costs, which

includes both the ongoing and one-off

cost investments we have made in the

year to drive future growth.

Underlying operating cost growth was

driven by increased commissions in line

with commissionable GP growth and a

16.0%increase in wages and salaries.

During the year, average headcount grew

by10.8% (7.7% year-on-year excluding

Oakland), while closing headcount grew by

9.7% year-on-year (8.0% growth excluding

Oakland). Inaddition to the annualised

impact ofthe step up in Employers’

National Insurance Contributions,

underlying operating costs also include

significant investment in expanding

ourinternal ITteam and corporate

development capability, investment in

ourdata and digital strategy, and office

refurbishment costs. In addition, several

one-time items were also recognised in

underlying operating costs, including the

one-off free share award to employees, an

overperformance element of variable pay

and employee incentives, and advisory

costs relating to the acquisition of GDT.

As a result of the above, the ratio of

underlying operating profit to gross profit

has decreased to 34.9% (FY2025: 36.4%).

Statutory operating profit of £196.4m

(FY2025: £172.9m) increased by 13.6%

year-on-year, reflecting the impact

ofnon-underlying costs of £18.7m

(FY2025: £7.2m).

Non-underlying costs

Non-underlying costs recognised during

the year include system development costs

of £15.6m relating to the implementation

of the new cloud-based sales system

andHR system. In addition, there is a

£3.1m charge relating to the acquisition

of Oakland.

Chief Financial Officer’s review continued

Corporation tax charge

The effective tax rate (ETR) for FY2026 was

25.8% (FY2025: 25.4%). The difference

between the ETR and the UK statutory

rate of 25.0% primarily reflects the

disallowable deferred consideration

relating to the acquisition of Oakland

and a small impact from non-deductible

expenses. Our tax strategy continues to

be focused on paying the right amount

of tax in the right jurisdiction, at the

righttime.

Cash flow and cash conversion

Cash and cash equivalents at the FY2026

balance sheet date increased by £17.6m

to £199.9m (FY2025: £182.3m). Strong

cash generation during the year more

than offset the cash outflows relating to

total dividend payments of £92.5m and

a£45.0m share buyback programme.

Underlying cash conversion represents

net cash generated from operating

activities (including non-underlying

capex-like cash costs), before tax and any

acquisition-related cash flows, including

deferred consideration outflows, net of

capital expenditure, as a percentage of

underlying operating profit. Underlying

cash conversion for the year was 93.6%

(FY2025: 95.6%), reflecting continued

good working capital management,

offset by investment in IT systems

andoffices.

During the year, we have continued

toinvest in Softcat’s future growth by

increasing headcount and building new

capabilities, developing our data and

digital platforms, investing in core

systems, IT capability, and our office

network. In addition, the Group completed

its first ever share buyback programme

totalling £45.0m inFebruary 2026.

Atotal of 3,352,161 ordinary shares

werepurchased at a volume weighted

average price of 1,333p per share and

subsequently cancelled. In the second

half of the year, we established a £50m

revolving credit facility which remained

undrawn at the year-end date.

After the balance sheet date, on

17September 2026, Softcat announced

the $1,050m (£785m) acquisition of

GDT,a leading US-based multi-vendor

ITsolutions provider. The acquisition

isaligned with our existing strategy,

increasing the Group’s scale and

capability in the US and strengthening

our ability to serve the international

needsof multinational customers.

The consideration will be funded

through a combination of cash, new debt

facilities comprising a term loan and

revolving credit facility, and net proceeds

of £346m from the issuance of new

ordinary shares. Following completion

ofthe acquisition, estimated net debt

leverage is forecast to be c.1.3x and

expected to be below 1.0x by July 2028.

Moving forward, outside of temporary

requirements to support material

strategic investments, the group will

target a net debt to EBITDA ratio of

0.5xto 1.0x.

Our capital allocation policy continues

to prioritise investment in long-term

organic growth to facilitate further share

gains in our expanding addressable

market; secondly to maintain a progressive

ordinary dividend. Remaining excess

capital is then either allocated to

compelling strategic investments or

isreturned to shareholders, subject

tonet debt leverage being within our

target range.

Finance net income

During the year, net interest income

totalled £6.4m (FY2025: £5.3m).

Theincrease year-on-year was driven

byhigher interest income earned on

cash and cash equivalents.

Dividend and share buyback

A final ordinary dividend of 21.6p per

share (FY2025: 20.4p), amounting to

£46.6m (FY2025: £40.8m), has been

recommended by the Board of Directors.

This brings the total ordinary dividend for

the year to 31.5p per share (FY2025: 29.3p),

amounting to £66.1m (FY2025: £53.9m).

Ifapproved by shareholders, the final

ordinary dividend will be payable on

21December 2026, to shareholders

whose names are on the register at the

close of business on 13November 2026.

Shares in the Groupwill be quoted

ex-dividend on 12November 2026. The

last day for dividend reinvestment plan

(‘DRIP’) elections is 30November 2026.

Including the £45m share buyback that

was completed in February 2026, the

total cash returned to shareholders

during the year is £137.5m. Following

payment of the final ordinary dividend,

the total amount returned to shareholders

since becoming a public company will

be £753.5m.

22 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Alternative Performance Measures

The Group uses several non-Generally

Accepted Accounting Practice (‘non-GAAP’)

financial measures in addition to those

reported in accordance with IFRS. The

Directors believe that these non-GAAP

measures which are set out below, assist

in providing additional useful information

on the underlying trends, sales

performance and position of the Group.

Consequently, non-GAAP measures are

used by the Directors and management

for performance analysis, planning and

reporting. These non-GAAP measures

comprise gross invoiced income

(or‘GII’), underlying operating profit,

underlying cash conversion and

underlying basic EPS.

1. Gross invoiced income is a measure

which correlates closely to the cash

received by the business and

therefore aids the user’s understanding

of working capital movements in the

statement of financial position and

the relationship to sales performance

and the mix of products sold. Gross

invoiced income reflects gross income

billed to customers adjusted for

deferred and accrued revenue

asreported in the IFRS measure.

Areconciliation of IFRS Revenue

togross invoiced income is

providedwithin Note 2 of the

financial statements.

2. Underlying operating profit reflects

statutory operating profit, adding

back non-underlying costs.

Non-underlying costs comprise items

which, in the opinion of management,

should be identified and excluded to

provide a consistent and comparable

view of the underlying performance

of the Group’s ongoing business.

They are unusual because of their

size, nature (one-off, non-trading

costs) or incidence.

When evaluating the nature of an item,

management considers the following

factors, both individually and

incombination:

• whether the item is related to

activities outside the Group’s primary

business activities;

• the specific circumstances that led

tothe recognition of the item;

• the likelihood that the item will

recur; and

• whether an item is cash or non-cash.

Non underlying costs

2026

£m

2025

£m

Oakland acquisition costs 3.1 1.9

Major system development costs 15.6 5.3

18.7 7.2

3. Underlying cash conversion ratio comprises net cash generated from operating

activities before taxation and any acquisition related cash flows, including deferred

consideration outflows, net of capital expenditure, as a percentage of underlying

operating profit. Underlying cash conversion is an indicator of the Group’s ability

to convert profits into available cash. A reconciliation to the adjusted measure for

cash conversion is provided below:

2026

£m

2025

£m

Net cash generated from operating activities 157. 5 140.7

Income taxes paid 50.5 46.8

Cash generated from operations 208.0 187.5

Purchase of property, plant and equipment (6.0) (11.8)

Purchase of intangible assets (0.6) (3.4)

Cash generated from operations, net of capital expenditure 201.4 172.3

Underlying operating profit 215.1 180.1

Underlying cash conversion ratio 93.6% 95.6%

Net cash generated from operating activities includes £15.6m (2025: £5.3m) of

non-underlying costs. Acquisition related cash flows not included in the underlying

cash conversion ratio are the acquisition of subsidiaries net of cash acquired of £Nil

(2025: £7.4m) and acquisition costs of £Nil (2025: £0.7m), both of which are included

in investing activities.

4. Underlying basic earnings per ordinary share reflect statutory basic earnings per

ordinary share, adjusted for the profit after tax impact of non-underlying costs.

2026

Pence

2025

Pence

Underlying earnings per share – Basic 83.2 69.5

The calculation of the basic earnings per share is based on the following data:

2026

£m

2025

£m

Earnings

Earnings for the purposes of earnings per share being

profit for the year 150.3 133.0

Non-underlying costs 18.7 7.2

Tax effect of non-underlying costs (4.1) (1.4)

Underlying earnings for the purposes of earnings per

share, being profit for the year 164.9 138.8

The tax effect of non-underlying costs varies depending on the nature of the costs.

The weighted average number of shares is given below:

2026

2025

Number of shares used for basic earnings per share 198.3 199.7

Katy Mecklenburgh

Chief Financial Officer

13 October 2026

23Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Engaging with all our stakeholders

Section 172 – Stakeholder engagement

The Directors of Softcat understand that the business has

many stakeholders. It is a key responsibility of the Board

tomaintain strong connections with the stakeholders so

thebusiness can operate effectively.

In this section we identify our key

stakeholders, explaining why and how

the Group and Directors actively engage

with them. We set out some metrics

used to measure success and some of

the outcomes of our engagements.

Regular and effective engagement with

Softcat’s stakeholders is fundamental to

our success and drives value creation

over the longer term. A comprehensive

schedule exists which provides the

Board with information on each of its

stakeholders throughout the year and

direct engagements are arranged with

the Board so that the Board is kept

updated. The Board considers that it

acts to promote the success of the

Group, leveraging on the skills and

expertise throughout the business to

make sure the Board has due regard

tothe interests of its stakeholders.

We define our key stakeholders as

individuals or groups who have an

interest in, or are affected by, the

activities of our business. The Board

believes a good understanding of our

key stakeholders and their needs is

essential to deliver sustainable value

creation over the long term, bringing

benefits to both our shareholders and

our stakeholders.

Director responsibilities

Our Directors are fully aware of their

responsibilities under Section 172(1)

ofthe Companies Act 2006 (the ‘Act’).

The Board considers that, in its decisions

and actions taken, it has acted in a way

that would promote the success of the

Group for the benefit of its members as a

whole, whilst having regard to stakeholders

and matters set out in Section 172(1) (a-f)

of the Act. The Directors’ responsibilities

under Section 172 are rooted in our

culture, our values and particularly

ourpurpose: ‘we help customers use

technology to succeed, by putting our

employees first’.

Section 172 requires our Directors

toconsider the likely long-term

consequences of their decisions, and

they fulfil this duty through a range of

established processes. At each Board

meeting, the Board receives standing

updates on key market developments

and the Group’s operational and

financial performance. Members of the

Senior Leadership Team also provide

regular updates on matters including

business performance, market changes,

and customer and employee issues,

often requiring direct engagement

withemployees, customers and key

suppliers. The Board also undertakes an

annual strategy review, which includes

presentations from key business areas

and consideration of a three-year

financial plan.

Board review and information

frameworks provide comprehensive

coverage in respect of all of Softcat’s

stakeholders and it gives the Board

aforum to be aware of and discuss

stakeholder issues at regular intervals.

Our key stakeholders

The Board has identified Softcat’s

keystakeholders as our employees,

customers, suppliers and vendors,

investors, and the environment and

communities in which we operate.

Thepotential impact of the Group’s

operations on each of our stakeholders is

an important consideration for the Board.

The Board has approved a framework

ofkey topics which ensures that regular

updates are received and discussed by

the Board regarding each stakeholder

group. On occasion the Board directly

engages with its stakeholders, when

thisis the most effective method of

engagement. The Board’s approach

toengagement and stakeholder

management ensures it remains well

informed and able to make appropriate

considerations when deciding Softcat’s

strategy and other business decisions.

The following pages set out how we

engage with stakeholder groups, how

relationships with them are monitored,

and how their interests have influenced

decisions made by the Board.

Read more elsewhere in this

Strategic Report

Our report on social value is on pages

30to 37.

Our report on Climate-related Financial

Disclosures and Sustainability is on

pages 38 to 56.

Our Corporate Governance section is on

pages 64 to 119.

24 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Likely long-term consequences

Employee interests

Relationships with customers, suppliers and others

Impact on the community and environment

Maintaining a reputation for high standards of business conduct

Acting fairly between shareholders of the Company

• The CEO provides updates,

covering culture, competitive

activity, market trends

andcustomers.

• The CFO provides updates,

including on Group

performance, investment

capacity, the needs of the

business and on sustainability.

• A formal annual Board

strategy review session is

held, with progress updates

throughout the year.

• The Board frequently engages

with customers, vendors

andemployees.

• The CEO and CFO conduct

roadshows with current and

prospective shareholders. The

Chairman engages with the

largest shareholders onmatters

of governance.

• A schedule of matters is

reserved to the Board which

facilitates formal decisions

andapprovals.

• Strategic discussion by the

Board reflects the Section

172 factors, in particular on

long-term value creation.

• The Board receives sufficient,

timely, accurate and

comprehensive information

to support high-quality

review, discussion and

decision making.

• All Board items are clearly

marked for either approval,

discussion or noting.

• The Chairman ensures

sufficient time is allocated

for the Board to review and

approve decisions.

• Duties to our stakeholders

are taken into account

as appropriate when

makingdecisions.

• The Board considers and,

if appropriate, approves all

items where an approval

request is made.

• Actions are taken to implement

the Board’s decisions. These

are captured by the Company

Secretary so that outcomes are

reported back to the Board.

• Actions are also taken as a

result of engagements and

surveys with stakeholders,

particularly for our employees

and customers.

Decision making by the Board

Board information Board discussion Board decisions

Section 172 considerations

25Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Section 172 – Stakeholder engagement continued

Employees

Our employees are at the

heart of our business and are

critical to driving Softcat’s

continued success.

How we engaged and monitored

• The Board operates an extensive

framework of employee engagements

and monitoring of employee views.

These are captured in a twelve-month

forward schedule which is managed

by the Company Secretary to ensure

there are sufficient engagement

opportunities and comprehensive

information flows to the Board.

• Lynne WeedaII, our Designated

Non-Executive Director for Workforce

Engagement, is responsible for

ensuring we have an effective

employee engagement process. The

Board conducts a comprehensive

engagement review between the

Non-Executive Directors and each

Softcat office.

• Each year we hold a ‘Kick Off’

event, which all employees are

invited to attend in person. This

provides the Executive Directors

with an opportunity to engage

with all employees together. The

event includes presentations on key

achievements of the year and key

goals in the coming year. Vendors also

attend in an exhibition area, providing

them with a further opportunity to

engage with employees. Key achievers

in the business are celebrated in an

employee awards event.

• Through the Nomination Committee,

management presents a succession

plan on key positions in the Company.

Effective leadership is vital to maintain

our special culture, capabilities and

performance, all of which benefit our

key stakeholders. The Committee

provides oversight and constructive

challenge to management to ensure

that robust plans are in place to

maintain high-quality leadership

for the benefit of the Group and

itsemployees.

• We hold an annual employee

engagement survey, the results of

which are discussed with the Board,

with an action plan to tackle the issues

raised. Results are compared against

last year’s equivalent questions to

track progress. Quarterly surveys are

also discussed with the Board on the

performance and engagement of our

most senior managers.

• Regular all-hands meetings are held

toupdate employees on the business.

This includes opportunities for

employees to submit questions to

Directors and senior management

after the event for a response.

Feedback on these meetings is

shared with the Board.

Key topics of engagement

• Office culture and leadership

• Pay and reward structures

• Recruitment and ongoing investment

for long-term organic growth

• General wellbeing and job satisfaction,

including recognition of achievements

• Sustainability

• Diversity and inclusion

• Workplace strategy

Outcomes

The Board reviewed, approved or

endorsed outcomes, including:

• The Board confirmed that the

engagement programme between

Non-Executive Directors and each

Softcat office was working well.

• Each year the Board reviews and

approves its capital allocation

framework (see pages 74 and

75) which defines priority

areas for investment. We look

to invest in employees and

systems and processes to further

empower employees and deliver

enhancements to the ease of

doing business.

• Given the importance of employee

engagement to the success of

Softcat’s strategy, the Remuneration

Committee of the Board includes

performance metrics in the Executive

Directors’ annual bonus plan in respect

of good employee engagement.

Read more in our Annual Report

onRemuneration on pages 102 to 112.

• We continue to invest in improvements

to our internal IT infrastructure. This

was included and approved in the

Board’s annual operating budget

and three-year plan. Softcat’s legacy

Payroll and People platforms were

updated to a modern integrated,

platform, which has improved

processes and reporting. The

investment is designed to improve

employees’ user experience and

enhance their productivity.

• An annual review of salaries for all

roles was undertaken and discussed

with the Remuneration Committee,

on behalf of the Board.

• The Board welcomed as a successful

metric an employee net promoter

score of 56 and employee

engagement of 91%.

• The Board has approved a

Workplaces strategy, which includes

relocation of certain offices to higher

quality premises nearby.

• To thank employees for their

exceptional performance in FY2026, the

Board approved a one-off allocation of

free shares to all eligible employees.

Employee net promoter score

5626

26 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

• Senior managers meet with

the Board regularly to discuss

strategic customer issues, such

as the evolution of our customer

propositions. This provides the

Board with views of how Softcat’s

relationships with its customers are

expected to mature and improve.

Key topics of engagement

• Understanding actions necessary

forincreasing customer satisfaction

• Technology propositions

for customers

• Understanding customers’ IT

priorities and main challenges

• Investment to ensure our employees

have strong capabilities to support

our customers

• Changes in the market which impact

our relationship with our customers

Outcomes

The Board reviewed, approved or

endorsed outcomes, including:

• The rollout phase of Customer

Central, which included regular

feedback on employee user

experience and the next steps

insystem development.

• Approval of the annual budget

which includes investment to better

support ease of doing business

withcustomers.

• Given the importance of customer

satisfaction to the success of Softcat’s

strategy, the Remuneration Committee

of the Board includes a performance

metric in the Executive Directors’

annual bonus on maintaining good

customer satisfaction.

Read more in our Annual Report

onRemuneration on pages 102 to 112.

• The Board welcomed as a

successfulmetric 6,671 respondents

to the customer survey with 98%

customer satisfaction.

Customers

Understanding the needs

ofour customers in building

enduring relationships is vital

toSoftcat’s strategy.

How we engaged and monitored

• The Board approved a significant

investment in our new sales system,

Customer Central, which will improve

service to customers. The Audit

and Risk Committee had oversight

of the project implementation

andgovernance.

• Our annual customer experience

survey requests transparent feedback

and the results are discussed with

the Board.

• The Board receives regular updates

on any material customer disputes.

• The Board reviews regular

management information which

analyses important customer data

and trends, such as growth in the

customer base and how performance

in different customer type is evolving.

• The annual Board strategy review

includes a focus on how the business

will need to evolve to continue best

serving our customers. Ongoing

investment to ensure we serve our

customers well is included in the

annual operating budget, which

isapproved by the Board.

Customer satisfaction

9826

27Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Section 172 – Stakeholder engagement continuedSection 172 – Stakeholder engagement continued

Suppliers and vendors

Investors

Softcat’s strong relationships

with its suppliers and vendors

help it provide the best

solutions and support for its

employees and customers.

How we engaged and monitored

• Direct engagements between the

Executive Directors and key vendors.

Regular updates at Board meetings

from the CEO reflect on recent

engagements and include matters

such as major changes in technology

offerings or route to market.

• Our dedicated internal ‘Vendor

Alliance teams’ manage and maintain

Softcat’s relationship with key vendors.

Any key market developments are

shared with the CEO to discuss with

the Board.

Investors are the owners of

the business and have made

a financial commitment to the

success of Softcat.

How we engaged and monitored

• The CFO and CEO regularly engage

with major shareholders and analysts

in respect of Group performance.

Investor feedback is given after

investment roadshows, the results

ofwhich are discussed by the Board.

• The Chairman undertook his annual

engagement programme with major

shareholders, discussing governance

matters, and shared feedback with

the Board.

• Shareholder analysis is presented

at each Board meeting on key

shareholder movements and trends.

• Our Sustainability team has enhanced

its engagement to better understand

the sustainability commitments and

net zero targets ofour major suppliers

and vendors. This is part of a process

approved by the Sustainability

Committee to consider Softcat’s

long-term netzero goal.

Read more on pages 91 to 93.

• Softcat is required to publish its

performance in respect of the

timeliness in which it pays its

suppliers. The Board reviews the

latest performance, providing

oversight to ensure we maintain

a good track record of paying

our suppliers, thus protecting the

business from reputational damage.

Key topics of engagement

• Market developments in respect

ofkey suppliers and vendors

• Engagements between the

ExecutiveDirectors and key

suppliersand vendors

• Sustainability of products and services,

and future goals and commitments

• Maintaining performance of payment

practices for our suppliers

• Market analysts cover Softcat,

providing their analysis of

performance and expectations

on future performance to current

and prospective investors. Any

key updates from the analysts

aresummarised to the Board.

• The Senior Independent Director

and the Chair of the Nomination

Committee reached out to major

shareholders on the extension of

theBoard Chairman’s tenure.

Key topics of engagement

• Strategy

• Company performance

• Corporate governance

• Executive Director remuneration

Outcomes

The Board reviewed, approved or

endorsed outcomes, including:

• The Board discussed potential

channel and market changes

which may impact the way in which

certain vendors operate. The Board

requested and was provided with

further updates from management

onhow the business is responding.

• The potential impacts of changes in

technology, particularly in respect

of AI, data and automation, were

discussed regularly. This provided

the Board with better insight on

vendor offerings and how Softcat was

engaging with vendors on products

and services sold to customers. This

equips the Board with the information

it needs for future decisions.

• Engagement with vendors on

sustainability was discussed. The

Sustainability Committee has asked

management to provide further

updates next year, when we will

review our long term science-based

net zero targets.

• Through robust procedures

and systems, management

demonstrated to the Board that

payments to suppliers are made

inatimely manner.

Outcomes

The Board reviewed, approved or

endorsed outcomes, including:

• Each year, the Board reviews its

capital allocation framework which

defines priority areas for investment.

The framework is closely associated

with the dividend policy approved

by the Board and the return of any

excess cash to shareholders. The

Board approved the operation of

the framework and the dividend

payments for the year.

Read more on pages 74 and 75.

• The Board approved the £45m

share buyback programme, which it

considered to be in the best interests

of shareholders.

• Feedback from investors/analysts

on Group performance and on

our strategy.

• The Board welcomed as a metric

thehigh level of shareholder support

received on each resolution at

the 2025 AGM.

28 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

• Approval of new offices is a matter

reserved to the Board. Proposals for

new offices include sustainability

considerations which are factored

into the approval process.

Key topics of engagement

• Softcat’s sustainability

strategy and goals

• Selection of charities and

volunteering initiatives our

employees wish to support

• How Softcat can best help local

communities and groups

Outcomes

The Board reviewed, approved or

endorsed outcomes, including:

• The Sustainability Committee has

reviewed and endorsed guiding

principles for sustainability, which are

aligned to the wider corporate strategy.

The Committee monitors achievement

against agreed sustainable targets and

key deliverables.

• The Sustainability Committee has

agreed to have direct oversight

of Softcat’s social value strategy

and initiatives. This will inform the

Committee on the additional wider

economic, social and environmental

benefits being delivered through

contracts, particularly for our public

sector customers.

• Given the importance of the success

of Softcat’s strategy of reducing

our impact on the environment and

further boosting employee inclusivity,

the Remuneration Committee of

the Board includes performance

metrics in the Executive Directors’

annual bonus plan in respect of

environmental sustainability and

employee satisfaction.

Read more in our Annual Report

onRemuneration on pages 102 to 112

forfurther details and outcomes.

Communities and the environment

We recognise we are part of

each community in which we

operate and it is vital to make

a meaningful commitment

tolong-term sustainability.

How we engaged and monitored

• Softcat’s sustainability strategy,

progress and performance were

regularly monitored through the

Sustainability Committee.

• Our Charity team has strong

connections with local and national

charities and volunteering networks

and actively engages with our

employees. Material ESG issues are

included in each Board report from

the CFO for discussion.

• We maintain dialogues with

localinstitutions, such as

schoolsandcolleges, on our

apprenticeship scheme and run

programmes to improve social

mobility in less advantaged areas.

Progress is discussed with the

Nomination Committee.

Stakeholders considered or impacted:

Softcat announced in September 2026

that it had signed an agreement to

acquire GDT. The Board’s position for

some time has been to retain a strong

focus on organic performance and

preserving our culture, at the same time

as considering acquisitions where there is

a compelling case and they can add value

for our stakeholders.

Management presented to the Board

thepotential acquisition of GDT and the

Board discussed at length the merits of

the transaction. The Board concluded

that the acquisition provides multiple

routes to value creation. Itwillcreate an

even stronger Softcat, providing Softcat

customers with access to expanded,

credible US fulfilment and additional

vendor capabilities in high demand

infrastructure areas. It will create

enhanced value for GDT, through

theopportunity to create a broader

US-based IT solutions provider via

access to Softcat’s expansive capabilities

and team. In combination, Softcat and

GDT will serve as a global partner to

customers navigating today’s complex

ITrequirements, backed by a broader

service delivery capability, unlocking

increased competitiveness and the

ability to drive cross-sell and increased

wallet share.

The Board specifically considered the

beneficial impacts for stakeholders in the

proposal. The Board reviewed extensive

information about GDT, including its

financial performance, customer offerings

and employee culture. Ahead of signing

the transaction, the Softcat CEO, CFOand

other senior managers visited GDT’s

operations andmet with some of its key

team members. They reported back to the

Board on such visits, noting the similar

cultures between Softcat and GDT.

TheBoardalsoconsidered how the deal

could create sustainable long-term value.

Following further review, the Board agreed

that the opportunity to acquire GDT would

be beneficial for stakeholders and it

approved the acquisition. Section 172

factors were part of the approval, including:

• Likely long-term consequences

and relationships with customers,

suppliers and others: the acquisition

will provide a highly complementary

product and service capability,

enabling Softcat to deepen its

offering in strategically important

areas. This has the potential to

drivegreater longer-term value.

• Employee interests: being able to

expand and collaborate on a wider

market offering will be in the interests

of the Sales teams of both GDT and

Softcat. The Board believes that the

similar culture between Softcat and

GDT will further drive upsides from the

combination of the twocompanies.

• Investors and shareholders: the

potential to strengthen Softcat’s

market position, broaden its

capabilities and support long-term

sustainable growth to create long-term

value for shareholders.

Case study

Accelerating our growth strategy: acquisitionof GDT

29Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

A responsible business for a successful future

Social value

This report explains how we act as a responsible Company and our approach to sustainability.

Our sustainability vision

We strive for a sustainable future and one where

our people and our planet can prosper

Alignment with the UN Sustainable Development Goals

Softcat

Supply chain

Solutions

People and community

Education and economy

Diversity and inclusion

Risk

Reporting

Compliance

Environmental Social Governance

Goals

Carbon neutral

since 2021

100% renewable electricity

in offices where

possible since 2023

Certified long-term

net zero target

Maintain

regulatory compliance

Strong and

effective governance

Ethical and transparent

Gender workforce mix

of 40% by 2030

Increase ethnic

minorityrepresentation

Increase management

teamdiversity

Updates and awards

EcoVadis Gold

CRN Sustainability in

Tech Awards 2025

We feature on the

Great Place to Work lists above

£477k in charitable donations

Completion of projects to comply

withchanges in legislation

Good progress for a more effective

control environment

30 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Our people

Diversity as at 31 July

Gender breakdown

Female

Ethnic

Female

Male

White British

andwhite other

Male

Senior Leadership Team Total permanent employees

Highlights

• Further developed our

climate-related opportunities

• Carbon removal of all of Softcat’s

scope 1, scope 2 and operational

scope 3 emissions for FY2026

• Our climate emissions data

hasbeen externally assured

• Detailed analysis undertaken

of the net zero journeys for

most of our supply chain

Softcat maintains its obligations

to pay the right amount of tax as

required by legislation and made

a significant tax contribution

to the UK economy of £241.1m

for the year

£241.1m

• Continued improvements

indiversity

• Non-Executive Directors of

theBoard engaged directly

with Softcat offices

• Highly rated as a great

place to work

• Market-leading employee

engagement results

Board of Directors

Ethnicity breakdown

Total permanent employees

Scan to visit our website

www.softcat.com/

about-us/sustainability

Read more online

4357

37.562.5

4357

8317

8218

782226

6733

6040

5644

6535

6436

6337

6238

31Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Social value continued

People

A special place to work that will always put our people and culture first.

Introduction

Our people tell us there are several features

of our culture that make us truly unique.

Most importantly, we give our employees

a voice to tell us what they really think. We

have accessible leaders who keep close

to the reality of what’s happening in the

business. Recognising our people for

their contributions is something that

we’ve always prided ourselves on. We’re

investing heavily in our office spaces and

believe that we operate in the best of both

worlds by having the flexibility to work

from home and also have a connection

toan amazing workplace.

We also lead the way in our social

commitments as a responsible business

that gives back to the world and

communities in which we operate.

Weprovide our employees freedom to

operate within a framework so as not to

lose any of that entrepreneurial spirit

that made us so successful in the first

place. And finally, we keep things simple.

For our people and our customers.

Growing the team and

increasingbelonging,

inasocially conscious way

During FY2026, we continued to invest

inthe things that make Softcat a special

place to work: our culture, employee

networks, accessibility, social mobility

and the positive impact we can have in

our communities. We want our people

tofeel they belong, have fair access to

opportunities and can do their best work.

Employee belonging remained strong at

85% in our latest employee satisfaction

survey, 14% above the benchmark for

similarly-sized businesses.

Our recruitment approach continues to

support what makes Softcat distinctive.

Wecombine early careers talent with

experienced hires, building capability from

within while bringing in external expertise

where it adds value. Early careers routes

remain especially important in sales and

help us broaden the talent pool we hire

from, supporting our ambition to become

a more diverse organisation.

Diversity and inclusion in numbers (as of 31 July 2026)

Women represented 38% of

employees, keeping us on track

to meet our ambition of 40%

by2030

Ethnic minority representation

was22%, ahead of our ambition

tobe in line with the UK

population of 18%

Over 35% ethnic representation

in our apprenticeship scheme

and nearly 60% women in our

internscheme

584

Across the year, we welcomed

584 new hires and supported

383 internal moves, helping

people grow their careers

whilstbringing new skills

intothe business

In addition to improving the representation

of women in the business, Softcat featured

in the Great Place to Work

Best Workplaces

for Women 2026. We were delighted to

rank in the top 10 inthe Super Large

category, an improvement of three places

since last year. This reflects our drive for

aworkplace where people feel valued,

supported andable to be themselves,

regardless ofgender. Whether through

our Women inBusiness network, our

managers, our Diversity & Inclusion team

or the everyday actions of colleagues

across the business, each of us play a part

in making Softcat agreat place to work

foreveryone.

Employee voices

Vibrant positive

culture unlike any

I’veexperienced – the

warmth, team-work

and resolve to get

things done with a

smile is worth its

weight in gold!!

32 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Belonging at Softcat

Our twelve network and community

groups continued to play a big part in

helping people feel they belong, giving

colleagues space to connect, learn and

take action. This included the launch

ofAltcats, a community for employees

who are part of,or interested in,

alternative subcultures.

Across the year, our groups hosted

32events, including Black History Month,

Menstrual Health Day, Pride Month and

Armed Forces Celebration Week.

A key milestone was the launch of our

women’s health community group, creating

a safe space to talk about women’s health

at work, signpost support and help allies

feel more confident having conversations

about the topic. We also introduced

women’s health boxes across all offices

and launched our Period and Menstrual

Health Policy, helping to remove stigma

and encourage more open conversations.

Our faith at work network also grew,

withmembership increasing across our

Christian, Sikh and Muslim subgroups

and new groups launching for Judaism,

Buddhism and Hinduism. We introduced

more multi-faith rooms in offices and

supported events such as Vaisakhi and

Ramadan celebrations, giving colleagues

more opportunities to learn from

oneanother.

Disability inclusion

In FY2026, we began a five-year

accessibility programme in partnership

with the Business Disability Forum and

sustained Disability Confident Level 2

status. Using the Disability Smart

framework, we are strengthening

ourworkplace adjustments process,

improving guidance and training, and

reviewing the employee lifecycle so our

processes, environments and everyday

experiences become more accessible.

Partnerships remain important because

they give us specialist expertise, external

challenge and a clearer view of what

good looks like. Alongside the Business

Disability Forum, we joined Inclusive

Employers to help us keep building

more inclusive and accessible practices

across the business.

Social mobility

Social mobility was a focus area in

FY2026. Completing the Social Mobility

Index gave us a clearer view of where we

can improve our outreach, measurement

and early careers pathways. In FY2027,

weplan to scale work experience

throughvirtual and employee-led

options, increasing access from around

20 students to more than 1,500 each year.

This will help more young people build

insight, confidence and employability

skills, particularly where routes into the

technology sector may not be obvious.

1,500

planned work experience

placements for FY2027

UK Real Living Wage

Being a UK Real Living Wage employer

isone of the ways in which we support

employees and recognise the contribution

they make. We choose to go beyond the

legal minimum wage, helping provide

greater financial security and reassurance

with the everyday cost of living. Most

importantly, it reflects our commitment

tohelping employees feel valued,

respected and supported inside and

outside work.

Community impact

Our Love2Give charity community

continued to show the strength of

Softcat’scommunity culture. The bi-annual

Love2Give Ball raised a record-breaking

£408,486 for 32 chosen charities, including

this year’s Company-wide employee-

chosen charities of Social Bite, Save the

Children and Lyra. Other fundraising

throughout the year took totalcharitable

fundraising to £477,471 intotal.

£3.98m

Charitable donations to date since

Softcat was formed as a business

now stand at a remarkable £3.98m

33Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Social value continued

External recognition

We received plenty of external ESG recognition throughout

the year and we were particularly pleased to be awarded the

Employer Recognition Scheme Gold Award by the Ministry

ofDefence, which is the highest level of recognition available

under the Armed Forces Covenant for employers supporting

the Armed Forces community.

Other external recognition included the WORK180 Equitable

Workplace Award, CRN Sustainability Social Impact Award

andBirmingham Women’s and Children’s Hospital Charity 100

Heroes Award.

Developing talent, drivingperformance

Softcat continues to invest in continuous learning across

thebusiness. By giving employees the skills, knowledge

andopportunities to grow, we help people reach their

potential and deliver high performance. This commitment

wasrecognised externally, with Great Place to Work

rankingSoftcat fifth in the UK’s Best Workplaces for

Development2026.

People continued

Life

Life supported employees

with day-to-day work-life

balance through sessions

andresources on resilience,

self-care, motivation,

confidence and goal setting.

Mind

Mind strengthened the

mental wellbeing support

weoffer through our Mental

Health First Aider network,

who took part in specialist

domestic abuse training.

Other highlights throughout

the year included Mental

Health Awareness Week,

employee panels and

sessions on mindset, stress

and emotional wellbeing.

Body

Body gave employees

opportunities to prioritise

physical health through topics

including nutrition, posture,

heart health, fertility,

hormonal health, mindfulness,

movement and healthy living.

Social

Social brought employees

together through wellbeing

events, quizzes, brain teasers,

Menstrual Health Day

conversations and

sharingexperiences.

Health and wellbeing

Across the year, we delivered a health and wellbeing programme designed to make support visible, accessible and meaningful.

Monthly activities and dedicated Health and Wellbeing Weeks covered a wide range of topics, helping employees manage work-life

balance, look after their wellbeing and feel part of a supportive community. Activity was shaped around our four wellbeing pillars:

Strong participation shows that employees value practical, relatable wellbeing support and the chance to connect with each other.

We will continue to build on this commitment throughout FY2027.

34 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Building the next generation

oftalent

Early careers programmes remain a

cornerstone of our talent strategy, giving

school and university leavers a strong

foundation for long-term career success.

Our apprenticeship programme

continues to receive national recognition.

During FY2026, we were shortlisted

forBest Apprenticeship inITat the

Apprentice Guide Awards, nominated by

CRN for Best Apprenticeship Programme,

andclimbed 20 places to 29th position in

the Department for Education’s Top 100

Apprenticeship Employers 2026.

place at the Department

forEducation’s Top 100

Apprenticeship Employers 2026

Modernising learning for

achanging business

A core priority for our Learning &

Development team is ensuring employees

have the skills and support required to

succeed in a rapidly evolving industry.

Throughout FY2026, the team worked

closely with Sales leadership to design

programmes that will modernise

learning across the sales community.

Launching in FY2027, these initiatives

will use AI-enabled tools to make

learning more personalised, agile and

practical. We also continued our successful

Client Director development away days

following last year’s pilot.

In Tech & Services, we launched a new

career pathways framework with clearer

progression through professional

andmanagement routes. This helps

employees deepen their expertise,

explore leadership ambitions and

navigate their careers with confidence.

Investing in tomorrow’s leaders

Leadership and management capability

remained a key focus. This year, we

delivered additional management

workshops to more than 350 managers

in Sales, giving them practical coaching,

feedback and development tools to drive

performance, strengthen collaboration,

manage conflict and lead meaningful

capability conversations.

During FY2026, two new cohorts

completed our mid-level Leadership

Foundations Programme, while a further

cohort completed the senior Leadership

Development Programme. Delivered

inpartnership with Softcat’s Senior

Leadership Team, the programme

combines practical leadership insight

with mentoring, helping participants

build the skills and confidence to lead

successfully in the future.

Property and workplace

Office portfolio development

andstrategic validation

During the previous financial year, we

delivered a £10m+ capital investment

programme across London, Birmingham

and Bristol. Twelve months of post-

occupancy data shows the impact of

thatinvestment. Daily office attendance

increased by 19–30% across the three

locations, monthly customer visitor

numbers rose by 37–255%, and Bristol

recorded a 32-point uplift in employee

net promoter score. These results

reinforce our belief that modern,

well-designed office spaces help

peopleconnect, support customers

andstrengthen team satisfaction.

19–30

daily attendance increase across

our three new offices

In FY2026, we continued this momentum

with strategic relocations in Manchester

and Dublin. Both spaces significantly

increased capacity, and Manchester

includes FitWel and SKA Silver

environmental credentials. We are

targeting these credentials across all

UKprojects as standard, embedding

workplace health and environmental

performance into our real estate strategy.

Facilities management

andgovernance

This year, we consolidated global

facilities management with a single

strategic partner, improving efficiency,

standardising service delivery and

streamlining compliance oversight.

Wealso appointed a dedicated Health,

Safety and Security Lead, strengthening

our management of legislative compliance

across the UK, Ireland and international

locations, while providing clearer

accountability for employee wellbeing

and corporate security.

Manchester

Dublin

Glasgow

35Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Social value continued

People continued

Internal recognition

Recognising high performance and

celebrating success is central to Softcat’s

culture. One way we do this is through

our half-year and full-year incentive trips.

Earlier this year, 252 employees took

part in four half-year incentive trips to

Athens, each hosted by members of our

Leadership Team. These trips receive

excellent feedback and help colleagues

build connections, strengthen networks

and preserve our culture.

In response to feedback from the 2025

engagement survey, we will increase

thenumber of incentive places for

colleagues in Core Functions, ensuring

high performance outside Sales is

recognised more fully.

People technology

Across the last twelve months Softcat

hascontinued its investment in

technology by upgrading its legacy

Payroll and Core HR platforms to People

Central, a fully integrated, best in breed

platform. Thisprogramme was delivered

on time and budget and has now

completed stabilisation with all

employees live.

This investment has simplified HR

andpayroll processes and reporting,

whilst laying the foundations for future

improvements to our employee and

manager experiences, as well as

introducing AI opportunities to reduce

unnecessary administrative burden.

Following further discussion with

employees, we announced that

functions outside Sales will now be

referred to as ‘Core Functions’ — a direct

response to employee feedback.

Other ways to listen

Another way we listen is through our

management survey, which is sent to

more than 500 people managers three

times a year. This regular pulse check

helps us stay close to employee

sentiment throughout the year and

provides a platform for peer-to-peer

feedback and celebration of teams

providing excellent service. Results are

shared with the Board, leadership and

management teams.

Employee engagement remains a key

focus at Board level. The eNPS metric

isincluded in the Executive Directors’

annual bonus and was added to the rest

of the Senior Leadership Team’s annual

bonus this year.

A great place to work in the UK,

the USand Ireland

Softcat is consistently rated as one of

theUK’s top employers and we are now

also certified as a Great Place to Work

inthe US and Ireland. This year, we were

delighted to rank fourth in the Super

Large category for the UK’s Best

Workplaces, climbing several places

from last year and surpassing featured

competitors. We also retained our

statusas a certified Best Workplace for

Development, Wellbeing and Women.

Employee engagement

Our annual employee engagement

survey was completed in October 2025.

Overall engagement increased to 91%,

up from 88% in 2024, and the employee

net promoter score rose from 55 to 56.

This year, we also introduced new KPIs,

including manager effectiveness, inclusion,

intent to stay and experience versus

expectations. Looking at a broader set

ofmeasures gives us a richer view of the

employee experience at Softcat.

Across all KPIs, results remained

industry-leading and ahead of external

benchmarks from our employee

engagement platform provider, Qualtrics.

The survey was completed by 77% of

employees, with strong representation

across all business areas. We see this as a

positive sign that employees are engaged

in helping us maintain and improve

Softcat’s unique culture.

Employees also shared 3,023 comments

about their experience of working at

Softcat. This feedback gives us deeper

insight into what is working well and

where we can continue to improve.

We place real emphasis on listening to

employee feedback and acting where

we can. For example, employees told

usthat the language used to describe

teams outside Sales did not fully

reflectthe value those teams bring.

Onecomment captured this clearly:

Employee voices

I think Softcat could

use a rebranding of

‘Sales’ and ‘Non-sales’

i.e. Sales and the rest,

when Sales would not

be able to function

without us. It’s a small

thing that I think

would make a

bigimpact.

36 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

As the UK’s largest value-added reseller, we aim to meet the expectations of our customers,

vendors and shareholders by maintaining high standards of conduct. Our values (see page 2)

support ethical behaviour, helping us create a positive working environment, meet our

legal obligations and empower employees to operate in a customer-focused way.

Tax contributions

Corporation tax

£50.5m

Employment tax

£104.1m

VAT

£79.3m

Other rates/tax

£7.2m

We have formal policies, supported by

our Employee Handbook, which serves as

our Code of Conduct and sets out the

standards of behaviour expected of all

Softcat employees and anyone working

on our behalf. Together, these documents

provide a clear framework for complying

with relevant laws, acting ethically and

respecting the rights of employees and

other stakeholders. Senior management

regularly reviews and updates our key

policies to ensure they remain relevant

and effective. Our core value of

‘Responsibility’ underpins this approach,

helping employees recognise that their

actions, attitudes and decisions matter

toour key stakeholders.

Potential human rights risks can arise in

any business or supply chain, including

labour issues, unsafe working conditions,

bribery and corruption. We comply

withthe annual reporting requirements

under Section 54 of the Modern Slavery

Act 2015, and our approach to preventing

modern slavery forms part of our wider

corporate responsibilities. We expect

the organisations we work with to adopt

and enforce policies that comply with

relevant legislation, and we review the

public disclosures of our largest vendors

to assess whether their modern slavery

practices align with our values. This year,

we updated our Modern Slavery Statement,

which should be read with our Modern

Slavery Policy, both of which are available

on our website. We provide employee

training where appropriate, including as

part of induction for new starters, and

share additional disclosures on modern

slavery and other corporate responsibility

matters when required for large public

sector tenders.

We do not currently operate a specific

human rights policy as most of our

business is focused in the UK and in

jurisdictions where human rights are

wellobserved and already protected.

Management is, however, keeping this

under review.

Ethical behaviour

Fraud is a constant threat which can have

a considerable impact on our business

and stakeholders and a key part of

anti-fraud management comes from

good awareness of the types of fraud

perpetrated. Employees receive fraud

awareness training to protect our

business and important stakeholders

such as our customers. The Audit and

Risk Committee also receives regular

reports from management on steps

taken to detect and prevent any

fraudulent attempts and it exercises

oversight to ensure that robust anti-fraud

controls are in place. Management has

put in place processes to ensure we are

compliant with the corporate offence

offailure to prevent fraud under the

Economic Crime and Corporate

Transparency Act 2023.

We operate a Speak Up hotline to widen

employees’ channels to raise any issues

they may encounter. This provides

anexternally provided, secure and

confidential channel to voice issues,

inaddition to internal channels already

available. Employees may use this

channel to raise issues anonymously.

We have a detailed anti-bribery,

corruption and tax evasion policy, which

is regularly reviewed by management to

ensure it is comprehensive, relevant and

practical. Employee training is provided

where appropriate, including at induction.

We have a zero-tolerance approach to

bribery, corruption and tax evasion and

are committed to acting professionally,

fairly and with integrity in all our dealings.

The policy sets out examples of business

conduct which are unacceptable and the

procedures to prevent bribery, corruption

and tax evasion. We also operate a

obtain approval from their line manager

and to disclose any gifts or hospitality

received or given which are valued over

the applicable disclosure thresholds.

Guidance on accepting or giving gifts

and hospitality is contained in the policy

and the gifts and hospitality register is

reviewed regularly by management. If

employees have any questions about the

policy or the register, they are encouraged

to talk to the Legal Director & General

Counsel or the Company Secretary.

Softcat publishes twice-yearly details

ofits payment practices to its trade

suppliers. We take these responsibilities

seriously and management continue to

maintain a good performance in respect

of invoices paid within agreed terms.

The Group adopts an open and honest

relationship when dealing with

Government agencies. For example,

theBoard approves Softcat’s tax

strategy, which is published on our

website (www.softcat.com/corporate-

responsibility). The tax strategy outlines

our approach to dealing with HMRC and

confirms our primary tax objective is to

pay the right amount of tax, in the right

jurisdiction, at the right time, as dictated

by legislation.

£46.8m

£50.5m

£82.2m

£104.1m

£56.5m

£79.3m

£6.1m

£7.2m

37Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Environment, climate change and Climate-related

Financial Disclosures (‘CFD’)

Climate-related Financial Disclosures and sustainability

We remain committed to take action on greenhouse gas (‘GHG’) emissions and adapting

toachanging climate, as explained below.

Softcat’s net zero targets have been

approved by the Science Based Targets

initiative (‘SBTi’). Softcat was the first

ITreseller in Europe to receive this.

Softcat is a constituent of the

FTSE4Good Index Series – an index

ofcompanies that demonstrate strong

environmental, social and governance

practices, measured against globally

recognised standards.

Read more online

More information about

ourapproach to sustainability

isonour website at

www.softcat.com/sustainability

Renewable electricity

acrossallSoftcat locations

wherepossible

EV pool cars

100

Introduction

This section explains our approach to

sustainability and includes the disclosures

required by the UK’s Companies (Strategic

Report) (Climate‑related Financial

Disclosure) Regulations 2022 (‘CFD’).

Our disclosures are also in line with the

requirements of the UK Listing Rules

published by the UK’s Financial Conduct

Authority (‘FCA’).

We are monitoring developments in the

UK sustainability reporting landscape

following the publication of UK

Sustainability Reporting Standards (‘UK

SRS’) S1 and S2 by the UK Government in

February 2026, which are available for

voluntary use. The Sustainability

Committee notes that the Financial

Conduct Authority (FCA) has recently

published the outcomes of their

consultation on how and when listed

companies should ‘comply or explain’

with UK SRS. We have already started a

gap analysis of our activities, processes

and disclosures against UK SRS and we

have a good high‑level view of the next

steps the Sustainability Committee will

need to consider.

UK SRS will apply from FY2028 and we will

continue to monitor this and any other

relevant regulatory developments.

We continue to make changes within

thebusiness to support our approach

toclimate change. This year has focused

on gaining a much clearer understanding

of the net zero journeys of our largest

vendors and how those align to our

ambition to be netzero by 2040. We are

also developing enhancements to our

customer offerings, which will make

iteasier for our customers to make

sustainable purchasing decisions. The

Board has ultimate responsibility for

maintaining relationships with Softcat’s

stakeholders and we have formally

delegated authority to our Sustainability

Committee to provide additional focus.

This report should be read in conjunction

with the Sustainability Committee report

on pages 91 to 93.

38 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Climate-related

FinancialDisclosures

Key sustainability highlights and progress

These highlights demonstrate our continued commitment to embedding sustainable practices

acrossour operations and delivering long‑term value for all stakeholders.

Since 2022, we have made steady progress to reach full

compliance with the Climate‑related Financial Disclosures

(‘CFD’) requirements. This year we conducted a refresh of our

detailed climate scenario analysis, where we reviewed our

selected climate scenarios and reassessed our key physical

and transition risks and opportunities across the business.

Read more about our compliance on pages 42 and 43 and about

our climate‑based scenario analysis on pages 46 to 51.

We remain committed to taking action on GHG emissions.

Wehave obtained independent external assurance on our

emissions data and continue to gather product‑level emissions

data from our suppliers to help our customers make more

informed sustainability choices. We are increasing the focus of

collaborating more closely with our supply chain. This includes

our supplier frameworks containing expectations for suppliers

to engage with us so we can understand their net zero plans.

Wealso hold product councils with some of our most important

vendors which will in future include a product sustainability

assessment. These actions increase the profile of sustainability

with the largest vendors in our supply chain and will allow us to

better determine how their net zero plans will impact our scope

3 emissions trajectory in the longer term.

Read more about our CO

targets on page 53.

Reducing our

carbonfootprint

Greenhouse gas

(‘GHG’)emissions

In line with a five‑year review cycle of our net zero programme,

in FY2027 the Sustainability Committee will conduct a formal

review of our greenhouse gas emissions baseline, assumptions

and decarbonisation pathway to lay the foundations of a

structured transition plan. As part of our ongoing commitment

to our net zero targets, and recognising the continued maturity

of our supply chain and growth of our business, we continue to

monitor and review our progress and the data available to us.

Where this data identifies a need to adapt our approach or

targets, we will make the necessary changes to ensure they

remain relevant, credible and aligned with our evolving

business, supply chain, and customer demand.

Softcat’s Glasgow office is located within Cadworks, one of the

most sustainable office developments in the city. The building

isclaimed to be net zero carbon in operation and holds leading

environmental and wellbeing credentials, including BREEAM

Excellent, EPC A, ActiveScore Platinum, and WiredScore Platinum

certifications. The development supports low‑carbon commuting

through extensive cycle facilities and uses renewable electricity

throughout the office, reflecting Softcat’s wider commitment to

environmental sustainability and net zero emissions.

+400MWh

generated by our solar panels to date

Find out more about our carbon reduction plans on page 53.

39Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Climate-related Financial Disclosures and sustainability continued

Action on climate change

The Board recognises that climate change may have business

and financial impacts, creating both risks and opportunities

forSoftcat. We are responsible for managing those risks and

realising those opportunities where appropriate. We believe

our business has good resilience against the impacts of climate

change and we are taking steps to make it easier for our

customers to reduce their impact on the environment. Aswe

move toward the formal review of our SBTi baseline emissions

target in 2027, we are carefully monitoring progress against the

ambitious targets approved by the Board in 2020. The Board

fully supports the adoption of CFD, which will help Softcat’s

stakeholders focus their efforts on achieving net zero and

adapting to a changing climate.

The following disclosures are aligned to the four thematic

areas of the CFD: governance, strategy, risk management,

andmetrics and targets. We have provided a summary of

ourcompliance against the recommended disclosures with

areference table detailing where disclosures are located

inthisreport.

We continue to refine our approach to identifying, assessing and

managing our climate‑related financial risks and opportunities.

This includes an annual formal assessment ofevolving risks to

ensure our business remains resilient and a similar assessment

of opportunities, which reflect internal or external changes.

Werefresh any detailed climate scenario analysis at least

everythree years. FY2026 was a full refresh year where we

reviewed our selected climate scenarios and reassessed our

key physical and transition risks and opportunities across the

business. This included benchmarking the completeness of our

assessment against peers and leading practice, reviewing our

business strategy, technology landscape and customer needs,

and evaluating whether these developments create any new

climate‑related exposures or opportunities. Any new or updated

risks and opportunities identified through this process were

then assessed and scored using the same methodology

applied in previous years, as described on page 46. This has

further strengthened our understanding of climate‑related

impacts and informed future planning and decision‑making.

Approach to sustainability

To make sure we considered the right aspects

for our business, westarted our journey by

identifying the most relevant areas of the United

Nations Sustainable Development Goals (‘SDGs’).

Theseareas have not changed since last year:

Achieve gender equality and

empower allwomen to achieve

theirgoals.

Promote sustained, inclusive

andsustainable economic growth,

fulland productive employment

anddecent work for all.

Reduce inequality within and

amongcountries.

Ensure sustainable consumption

andproduction patterns.

Take urgent action to combat

climatechange and impact.

Strengthen the means of

implementation andrevitalise

theglobal partnership for

sustainable development.

The outputs from the materiality assessment conducted in 2022

with employees, customers, suppliers and vendors helped to

confirm our areasof focus. As part of our preparation for UK SRS,

we undertook a double materiality assessment (DMA) which will

further inform our approach to sustainability.

Our commitment to sustainability

Our business has good resilience

againstthe impacts of climate change

and we are taking steps to make it

easierfor our customers to reduce

theirimpact on the environment.

40 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Key activities in FY2026

Governance/strategy

The Sustainability Committee reviewed and endorsed guiding principles for sustainability which

supports the articulation of the sustainability strategy, which is aligned to Softcat’s overall strategy.

The Committee also oversaw Softcat’s assessment of readiness against UK SRS, including a gap

analysis and outline of an action plan to identify desirable or required enhancements to

governance, processes, controls and reporting capabilities.

Strategy

Building on previous work, we undertook our annual financial impact assessment of our climate‑

related risks and opportunities, including a full refresh of both our physical and transition scenario

analyses. A summary of the process and results is provided on pages 46 to 51 and we consider the

business remains resilient to the risk of climate change.

Risk management

We continue to refine our methodology for assessing climate‑related risks and opportunities.

Please see pages 46 to 51.

Metrics andtargets

The annual bonus plan for Executive Directors retained its non‑financial element which includes

strategic or key operational actions on sustainability. Please see pages 53 to 56.

We are more clearly defining our opportunity metrics and actions to take advantage of the move

to a lower‑carbon world. To fully realise the potential, we plan to provide more data to customers

on the sustainability of products to improve the sustainability‑related elements of our offerings.

This will need further actions, common alignment and the ongoing support of other stakeholders,

particularly our vendors.

In line with the five‑year review cycle of our net zero ambition, we have started the process to

review our emissions baseline, assumptions and decarbonisation pathway to ensure they remain

appropriate in the context of business growth, any relevant changes in our business and customer

demand. We expect to formally conclude the review next year. The review will help ensure

ourtargets and basis of targets reflect the latest understanding of our emissions profile and

decarbonisation opportunities, while maintaining our long‑term commitment to net zero.

Itwillalso lay the foundations of a structured transition plan.

The vast majority of employees have undertaken training on climate change.

Our overall reported greenhouse gas emissions and electricity consumed for FY2026 are shown

onpages 55 and 56. These include explanations for year‑on‑year changes in reported emissions.

41Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Climate-related Financial Disclosures and sustainability continued

Our disclosures are as required by the CFD. They also meet the requirements of the Financial Conduct

Authority’s (‘FCA’) Listing Rule 6.6.6R in respect of the recommended disclosures from the Task Force

on Climate‑related Financial Disclosures (‘TCFD’). Wehave concluded that we comply with all eleven

recommended disclosures, as set out below, an improvement from the ten reported last year.

We cross‑refer to where the disclosures, in relation to the CFD and Listing Rule 6.6.6R, are in this Annual Report.

UK CFD requireddisclosures

FCA Listing Rule 6.6.6R–

TCFDrecommended disclosures

Cross-reference

(withinthis Annual

Report) or reason

fornon-compliance Comments and next steps

Thematic area: Governance

A description of the governance

arrangements of the Company

in relation to assessing and

managing climate‑related risks

and opportunities.

1) Board oversight of

climate‑related risks

andopportunities.

(Pages 43 and 44)

Compliant

The Sustainability Committee monitors climate‑related

risks, opportunities and disclosures and reports to

the Board.

2) Management’s role in

assessing and managing

climate‑related risks

andopportunities.

(Pages 43 and 44)

Compliant

The CFO is the executive lead for sustainability,

supported by the Operations Director and our

Sustainability team. They form part of a

comprehensive governance framework to manage

climate change risks and opportunities.

Thematic area: Strategy

A description of: (i) the principal

climate‑related risks and

opportunities arising in

connection with the operations

of the Company; and (ii) the time

periods by reference to which

those risks and opportunities

are assessed.

3) Climate‑related risks

andopportunities the

organisation has

identifiedover the short,

medium and long term.

(Pages 47 to 51)

Compliant

We have reviewed our selection of climate change

risks and opportunities and refreshed our scenario

analysis across future milestone years of 2028, 2035

and 2045. Consistent with the last three years, we

have also undertaken a further financial impact

assessment of our future climate‑related risks and

opportunities, to improve our understanding and

management of them.

A description of the actual

andpotential impacts of the

principal climate‑related risks

and opportunities on the

business model and strategy

ofthe Company.

4) Impact of climate‑related

risks and opportunities on

thebusiness, strategy and

financial planning.

(Pages 47 to 51)

Compliant

No material or catastrophic net risk exposures

havebeen identified in the time horizons assessed.

Weintegrate climate‑related planning into our key

strategic planning. In particular, during the year

management discussed with the Sustainability

Committee opportunities being progressed to

makeit easier for our customers to make sustainable

purchasing choices and to take advantage of circular

IT products and services.

An analysis of the resilience of

the business model and strategy

of the Company, taking into

consideration different

climate‑related scenarios.

5) Resilience of strategy,

taking into consideration

different future

climatescenarios.

(Pages 47 to 51)

Compliant

Through our climate scenario analysis of risks,

mitigating actions and potential opportunities, we

believe our business is resilient to climate change in

the time horizons assessed. We continue to review

how climate change may impact our strategy.

Thematic area: Risk management

A description of how the

Company identifies, assesses

and manages climate‑related

risks and opportunities.

6) Processes for identifying

and assessing

climate‑related risks.

(Page 52)

Compliant

Using our internal risk management framework,

wefurther evaluated the potential financial

impactsof climate‑related risks and opportunities,

strengthening our approach to managing these

issues. As we evolve our offerings and work more

closely with our supply chain to understand their net

zero plans, we will increase our level of knowledge

on climate‑related risks.

7) Processes for managing

climate‑related risks.

(Page 52)

Compliant

We explain in our assessment of climate‑related

risksthe mitigating actions which we can take or have

taken. Through our financial impact assessments,

wehave strengthened the management of

climate‑related risks and opportunities by applying

our established risk management framework.

Anyclimate‑related or sustainability risks identified

as requiring formal escalation would be managed

through the same governance, escalation and

oversight processes as our corporate risks.

A description of how processes

for identifying, assessing and

managing climate‑related risks

are integrated into the overall

risk management process in

theCompany.

8) Processes for identifying,

assessing and managing

climate‑related risks

integrated into the

organisation’s overall

riskmanagement.

(Page 52)

Compliant

We have conducted workshops to identify and evaluate

climate‑related risks and opportunities. Climate

considerations are incorporated into our broader

riskgovernance arrangements, enabling a consistent

approach to prioritisation, oversight and management.

We will continue to review these issues regularly as

thebusiness and external environment evolve.

TCFD cross-reference and compliance table

42 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

UK CFD

requireddisclosures

FCA Listing Rule 6.6.6R–

TCFDrecommended disclosures

Cross-reference

(withinthis Annual

Report) or reason

fornon-compliance Comments and next steps

Thematic area: Metrics and targets

The key performance

indicators used to

assess progress

againsttargets used to

manage climate‑related

risks and realise

climate‑related

opportunities and

adescription of the

calculations on which

those key performance

indicators are based.

9) Metrics used to assess

climate‑related risks

andopportunities.

(Pages 52 to 56 and

pages 94 to 112)

Compliant

The annual bonus plan for Executive Directors includes

anon‑financial element in respect of the achievement

ofstrategic or key operational steps on sustainability.

During FY2026 we set an internal carbon pricing metric

inrespect of three emissions categories: business travel,

employee commuting and waste. The Committee reviewed

the cost to offset the emissions, purchased via certified

carbon removals.

Our annual customer satisfaction surveys also collected

valuable data and feedback to help us better define and

realise opportunities.

10) Scope 1, scope 2 and,

ifappropriate, scope 3

greenhouse gas emissions,

and the related risks.

(Pages 52 to 56)

Compliant

We disclose our emissions, which cover scope 1, 2 and 3

withprior year data to support trend analysis.

Softcat’s net zero targets have been approved by the SBTi,

using our FY2021 emissions as our baseline year.

A description of the

targets used by the

Company to manage

climate‑related

risksand to realise

climate‑related

opportunities and

ofperformance

againstthose targets.

11) Targets used to manage

climate‑related risks

andopportunities and

performance against targets.

(Pages 52 to 56)

Compliant

We have a defined approach to risk appetite on the level

ofrisk that we are willing to accept in the pursuit of a specific

objective or strategy (see page 58).

Our Sustainability team continues to review further

opportunities, particularly the IT ‘circular economy’ and

other opportunities to sell more sustainable products

andservices to our customers.

Our net zero targets have been approved by the SBTi.

Inlinewith the five‑year review cycle of our net zero

ambition, we will conclude a review of our emissions

baseline, assumptions and decarbonisation pathway.

Our ten in ten plan sets out various success criteria to help

customers purchase sustainable products and services.

Governance

The Board retains ultimate

responsibility for the oversight

of the Company’s strategy.

Sustainability is an important

issue at Softcat and is discussed

both by management and the

Board. The Board’s approach

includes delegating authority

to the Sustainability Committee

for oversight of our approach to

sustainability and climate change.

The Sustainability Committee meets twice

per year and is chaired by Robyn Perriss.

Itis responsible for, on behalf of the Board,

setting the sustainability strategy of

Softcat, including goals, targets and

objectives, and monitoring management’s

performance against these. Monitoring

the effectiveness of management’s

processes for identifying, assessing and

responding to climate‑related risks and

opportunities has also been delegated

tothe Sustainability Committee. A report

from the Sustainability Committee is

provided on pages 91 to 93.

Softcat operates a tiered governance

approach on sustainability which ensures

that all aspects get the right level of focus

in the business. Below the Sustainability

Committee we operate a framework

which brings together senior managers

tofurther enhance co‑ordination on

wider ESG issues.

Katy Mecklenburgh (CFO) is the executive

lead for sustainability and she is supported

by the Operations Director (who is a

member of the Senior Leadership Team)

who provides executive‑level support on

strategy and direction. Both Katy and the

Operations Director are supported by a

Sustainability team, which has full‑time

responsibility for the day‑to‑day

implementation of sustainability initiatives.

The Operations Director and Head of

Sustainability attend each meeting of

theSustainability Committee to ensure

effective engagement with those

responsible for day‑to‑day management

of sustainability.

The Sustainability team and the Company

Secretary monitor changes in regulation

and required disclosures in respect of

climate change and discuss this with

theSustainability Committee. Updates

onclimate‑related performance and

initiatives are given at each meeting

ofthe Sustainability Committee.

The Sustainability team works with other

teams in the business and with external

stakeholders to ensure the effectiveness

of the climate‑related risk assessment

process and to explore opportunities.

This includes organising initiatives

andactions to mitigate these risks and

tocapitalise on opportunities. The

Sustainability team is also supported

byexternal specialists, particularly

toensure effective compliance with

disclosures and obligations.

The business retains internationally

recognised ISO accreditations including

ISO 14001 (Environmental Management)

and ISO 50001 (Energy Management)

tosupport its approach to environmental

matters. The ISO standards help Softcat

to improve its environmental performance

through more efficient use of resources,

reduction of waste and an improved

energy management system.

We undertake annual financial impact

assessments of our climate‑related

risksand opportunities to improve

ourunderstanding of potential

implications. Our process for assessing

the materiality of our climate‑related

risks (on a gross and a mitigated net

basis) is consistent with the process

forother corporate risks. All material

risks, together with plans to mitigate

ormanage such risks, are presented

andreviewed by the Auditand Risk

Committee as part of its responsibility

for risk management oversight.

43Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Climate-related Financial Disclosures and sustainability continued

Employee Network & Community Groups

Social value

Board

Overall strategic direction

Environmental team

The Environmental team

isresponsible for delivering

environmental sustainability

acrossthe organisation, working

toour ‘3S’ framework

Social team

The Social sustainability team

isresponsible for delivering

socialsustainability (including

employee communities, charity

andvolunteering)

Governance team

The Governance team includes

members of the Company

Secretarial,Risk and Assurance,

Legaland IT teams

ESG leadership team

Leaders across ESG meet regularly to share updates and ensure ESG pillars are aligned

and working to deliver sustainability across the organisation

Sustainability Committee (see pages 91 to 93)

Board‑delegated responsibility for oversight of sustainability strategy, policy and actions

Audit and Risk Committee

Oversees financial reporting, internal controls, risk

management, compliance, and external audit processes

Remuneration Committee

Sets and oversees executive pay, bonuses, incentives,

andfair remuneration policies company wide

Sustainability governance structure

44 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Softcat’s framework for sustainability

Our approach to sustainability is well aligned

toour strategy.

Our exposure to climate‑related risks and opportunities is

largely indirect and principally related to goods and services

procured from our vendors and sold to our customers, often

together with value‑added services and support. To keep

delivering value for our stakeholders, we will continue with

efforts to further embed sustainability in our business. During

the year, the Sustainability Committee reviewed and endorsed

guiding principles for Softcat’s approach to sustainability.

Thisserves as an underpin for our sustainability strategy and

ensures it is well aligned in the context of the overall strategy

of the business. Reviewing our strategy also allows us to focus

on the resilience of the business to climate change and other

sustainability challenges, as well as the best way to realise

potential opportunities for growth.

Our sustainability framework defines our approach, guides

ouractions and supports how we mitigate and adapt to the

impacts of climate change. It also underpins our strategy

togrow our customer base and increase sales to existing

customers, as sustainability is expected to become an

increasingly important factor in purchasing decisions.

Theframework helps us focus on relevant internal and

externalfactors, manage our scope 1, 2 and 3 emissions

moreeffectively, and work closely with identified stakeholders.

Softcat

• Continual reduction of emissions

that are in Softcat’s control

• Use of certified carbon removal/

offset projects to remove/offset

unavoidable emissions

• Continual improvement and

accuracy of emissions data

• Education of employees to support

Softcat and a sustainable future

Supply chain

• Engage suppliers to measure and

assess sustainability progress

• Partner with suppliers that support

Softcat’s sustainability goals

• Integrate sustainability into Softcat’s

procurement policies

Our ‘3S’ framework is at

theheart of how we identify

what is most important in

oursustainability strategy

andthe key elements are:

We do not envisage that material investments or changes to our business model are required to mitigate the risks of climate

change or to take advantage of its opportunities. In particular, we do not envisage the need for additional access to capital

tomanage climate change and we do not incur any material research and development costs. Our operations are office based,

and we work in modern, energy‑efficient offices.

Solutions

• Champion low‑carbon,

circular, ethically sourced and

energy‑efficient products

• Empower customers to

make educated, sustainable

ITspend decisions

• Support customers in adopting and

implementing circular IT strategies

Strategy

45Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Climate-related Financial Disclosures and sustainability continued

In line with UK CFD requirements, since

2022 we have conducted annual climate

scenario analyses to better understand the

potential risks and opportunities for Softcat

against possible climate futures. Working

with our external advisers, we refresh the

analysis to reflect changes in the external

environment and our business. As part of

the FY2026 refresh, we also benchmarked

the completeness of our assessment

against peers and leading practice,

considered changes in the technology

landscape and customer needs, and

evaluated whether these developments

could give rise to new climate‑related

exposures or opportunities. The process

also includes a review of existing risks and

opportunities, consideration of emerging

themes, and assessment of any new items

identified to support future planning

anddecision‑making.

We consider three key variables in our

scenario analyses: the appropriate

physical and transition climate scenarios,

the geographical scope of the analysis,

and time horizons. For geographical

scope, we conduct an annual assessment

of our office locations and critical supply

chain regions to determine their exposure

to physical climate hazards, ensuring the

analysis reflects any changes to our office

portfolio and operational footprint.

For the scenario analysis to remain

effective, we have followed the CFD

recommendations to use a divergent

range of scenarios. Our assessments

arebased on the climate scenarios from

the Intergovernmental Panel on Climate

Change (‘IPCC’) Sixth Assessment Report

(‘AR6’), which are known as Shared

Socioeconomic Pathways (‘SSPs’), as well

as transition scenarios from the Network

for Greening the Financial System (‘NGFS’).

The scenarios used are consistent with

those applied in last year’s assessment.

Following a review of available climate

scenarios, we concluded that no updates

were required for FY2026. We will

continue to monitor developments

andmay update the scenarios in future

toreflect new scientific evidence and

inline with UKSRS S2.

Physical scenarios

Low emissions

scenario(SSP1-2.6)

A predicted global temperature increase of 1.8°C by 2100,

compared to pre‑industrial levels. This would bring the world

in line with the Paris Agreement of 1.5°C. This is commonly

referred to as the best‑case and most ambitious scenario.

Medium emissions

scenario (SSP2-4.5)

A predicted global temperature increase of 2.7°C by 2100,

in line with current climate change policies, pledges and

commitments. If the world continues on its current

trajectory, this is seen as the most likely scenario.

High emissions

scenario (SSP5-8.5)

A predicted global temperature increase of 4.4°C by 2100,

where carbon emissions continue growing unmitigated.

With no mitigation, this is deemed the worst‑case scenario.

Transition scenarios

Low emissions

scenario(Net zero

2050‘NZ2050’)

This is an ambitious scenario that limits global warming

to1.5°C by 2100 through stringent climate policies

andinnovation.

Medium emissions

scenario (Nationally

determined

contributions ‘NDCs’)

This scenario accounts for all Government‑pledged

climate targets, even where these are not yet supported

by fully implemented policies, resulting in approximately

2.5°C of warming by 2100.

High emissions

scenario (Current

policies ‘CPs’)

This is a pragmatic exploratory scenario, which assumes that

only currently implemented policies are preserved into the

future, resulting in 3°C or more of warming by 2100.

The UK is the most significant location for our operations (representing over 95% of both

headcount and revenue). Most of our key vendors also have operations in the UK and

overseas. All office locations have been considered in the 2026 analysis. As part of our

risk management framework, we conducted our analysis across three time horizons:

Term Horizon Milestone year

Short term 2026 to 2030 2028

Medium term 2030 to 2040 2035

Long term 2040 to 2050 2045

The short‑term timeframe was selected to align with Softcat’s targets approved by

the SBTi to reduce GHG emissions by 45% by 2030. The long‑term timeframe aligns

to our 2040 net zero supply chain ambition. The medium‑term time frame is broadly

amid‑point between the short and long term.

Consistent with CFD, our assessment covered the following:

Resulting from climate change events and changes in weather. These can be acute

(event driven) or chronic (long‑term shifts).

Physical risks:

Associated with the implications from the measures taken to reach a low‑carbon

economy. These risks can be categorised as policy and legal, technological,

market and reputational.

Transition risks:

Realised capitalisation of benefits upon the low‑carbon market and technological

drivers. These can be from resource efficiencies, energy sources, new products

orservices, markets and resilience.

Opportunities:

Climate-based scenario analysis

46 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Climate-related risks and opportunities

We summarise below the most relevant

climate‑related risks and opportunities

in respect of the emissions scenarios and

the time horizons used. Through our

analysis, no major or catastrophic net

risk exposures were identified in the

short‑term time horizon. There are

opportunities which we continue to

explore and develop. We will continue

toassess the potential impacts of the

most relevant issues over the medium

and long term, ensuring that the

appropriate responses and mitigative

actions are developed.

Our process for assessing the materiality

of our climate‑related risks uses the

same definitions as for other corporate

risks. This includes an assessment of the

current potential financial impact:

Risk Potential financial impact

Insignificant Up to £250k

Minor £250k–£1m

Moderate £1m–£5m

Major £5m–£30m

Catastrophic Greater than £30m

In 2026, we refreshed our quantitative

financial impact assessment of our

climate‑related risks and opportunities,

to further improve our understanding

ofthe materiality of these risks and

opportunities and how to manage them.

Our impact assessment involved reviewing

the identified risks and opportunities with

key internal stakeholders and updating the

financial impact ratings and associated

mitigation measures to reflect the progress

we have made since the previous year.

The financial impact definitions were

unchanged in FY2026. Therefore, any

changes in results compared with last

year reflect the outcome of the annual

reassessment and scoring process,

rather than amendments to the underlying

impact thresholds or definitions. These

assessments also help to inform any inputs

required into the annual operating budget,

or other longer‑term financial plans,

asapproved by the Board.

Following the review, we do not envisage

that adaptation and transition to a

lower‑carbon world will require a

fundamental shift to the way we do

business or a major change to our

business model (see pages 8 and 9).

Wealso do not envisage that we will

need to make major divestments,

acquisitions or other significant capital

allocation decisions to take climate

change into consideration.

Key to potential financial impact: Low Medium High

Risks

Identified risk and timeframe Current or future control measure

Relevant

emissions

scenario

Potential financialimpact

Short Medium Long

Acute

Increased frequency and intensity of extreme

weather events which could disrupt Softcat’s

operations, supply chain and services.

Link to principal risks:

Business interruption (see page 61).

Timeframe of potential materialisation:

Medium, Long

Softcat’s largest vendors (see page 3) have the resilience and

investment to mitigate the future risk of climate‑related risks.

We work with a wide breadth of technology partners to reduce

concentration risks.

We also hold ISO 22301 for Business Continuity, andhave

recently introduced a Business Resilience Lead role to further

strengthen our approach to business continuity.

As a reseller, any increases in supplier costs are typically passed

through to the customer.

Remote/hybrid working is available, providing flexibility during

challenging conditions. Alternative workplaces are available

ifneeded to avoid low‑lying areas.

Our offices are modern and energy efficient.

Our insurance cover includes business interruption due to

physical impacts, and we perform where possible physical risk

assessment processes to inform site selection and adaptation

from an insurance and resilience perspective.

Our supply chain has previously shown resilience during

periods of large‑scale disruption, for example during the

COVID‑19 pandemic.

Low

Medium

High

Potential financial impacts include:

• reduced revenue from lower productivity,

limited workforce availability, temporary

office closures, and supply chain and

transport disruptions;

• increased costs associated with office leases;

• increased costs for building repair, maintenance and insurance; and

• increased energy consumption costs.

47Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Key to potential financial impact: Low Medium High

Climate-related Financial Disclosures and sustainability continued

Risks continued

Identified risk and timeframe Current or future control measure

Relevant

emissions

scenario

Potential financialimpact

Short Medium Long

Chronic

Long‑term temperature increases, rising sea

levels, and periods of drought, leading to

business disruptions or damaged infrastructure.

Link to principal risks:

Business interruption (see page 61).

Timeframe of potential materialisation:

Medium, Long

Control measures specified above are also applicable

forthisrisk.

Softcat leases most of its premises, using modern spaces more

resilient to climate change and leveraging energy efficiencies.

Remote/hybrid working is available to all employees, providing

flexibility during challenging conditions.

Business interruption insurance coverage is in place.

Low

Medium

High

Potential financial impacts include:

• reduced revenue due to decrease in

productivity, availability of workforce,

andoffice access issues;

• increased costs associated with

office leases;

• increased costs for building repair, maintenance and insurance;

• increased energy consumption costs due to increased cooling demand; and

• downtime caused by overheating of equipment, insufficient cooling and shutdowns

oroutages at data centres.

Policy and legal

Increasing policies and regulations that could

place new requirements on Softcat, such as

enhanced emissions reporting, regulation

ofcritical minerals, and carbon taxes.

Link to principal risks:

Regulatory and compliance.

Timeframe of potential materialisation:

Short, Medium, Long

Softcat’s current decarbonisation targets have been submitted

to the SBTi.

As a reseller, increases in input costs are typically passed

onto the customer.

Management oversees initiatives to ensure compliance with

legislation, taxes, etc.

The Sustainability Committee has oversight of sustainability

reporting (including impending changes such as UK SRS)

andemissions targets.

Engagement with our suppliers and vendors on sustainability

mitigates potential risks to our supply chain.

Low

Medium

High

Potential financial impacts include:

• increased input costs incurred

throughvendor and partner products;

• increased property costs associated

withenhanced building standards;

• reduced revenue from potential termination of relationships with suppliers unable

totransition to net zero;

• costs from fines or increased carbon taxes; and

• reduced investment from non‑compliance.

Technology

The cost of transitioning to using low‑carbon

technology and energy sources in

Softcat’soperations.

Link to principal risks:

N/A

Timeframe of potential materialisation:

Short, Medium

We have signed up to the SBTi. Our offices use renewable

electricity where possible and we purchase renewable

electricity credits where we cannot use renewable electricity.

We operate solar panels at our head office in Marlow.

We continue to invest in high‑quality, sustainable workspaces.

Our offices have modern amenities which are energy efficient.

We operate an electric vehicle (EV) car fleet and encourage

lower‑carbon travel through employee benefits such as an

EVcar scheme, and a cycle to work scheme.

Low

Medium

High

Potential financial impacts include:

• increased capital allocation to low‑carbon

technologies and to retrofit office spaces

for low‑carbon technology; and

• increased cost to accommodate changing energy tariffs.

Market

Suppliers being unable to transition to a

low‑carbon economy at the same pace as

Softcat, making Softcat unable to achieve

itsnet zero goal and commitments.

Link to principal risks:

Business interruption; failure to respond

tomarket changes (see pages 60 and 61).

Timeframe of potential materialisation:

Medium, Long

We maintain an ambitious but increasingly challenging net

zero target for our operations and supply chain, with progress

monitored and reported annually as we progress through

Softcat’s five‑year SBTi target review cycle. As part of this cycle,

next year we will complete a review of our target and the

metrics we use. We work with our supply chain and with the

wider IT industry aspart of our framework for sustainability.

Wehave increased our understanding of how their zero goals

align to ours.

We intend to offer more lower‑carbon products when

available. We will also partner with suppliers that support

Softcat’s sustainability goals.

Low

Medium

High

Potential financial impacts include:

• reduced revenue due to a shift in consumer

preference for low‑carbon products; and

• reduced investment as a result of failure to achieve net zero target.

48 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Key to potential financial impact: Low Medium High

Identified risk and timeframe Current or future control measure

Relevant

emissions

scenario

Potential financialimpact

Short Medium Long

Market continued

Risks associated with not having a

carbon‑literate workforce able to promote

low‑carbon technology to our customers

couldgenerate lower customer satisfaction

and engagement.

Link to principal risks:

Failure to respond to market changes

(seepage 60).

Timeframe of potential materialisation:

Medium, Long

We have a Group‑wide structure with Board‑level oversight

forsustainability, including climate‑related issues, operational

responsibilities assigned to appropriate senior management,

and activities and initiatives delivered by local teams.

We operate Group‑wide training and awareness on climate

change, including during induction. Sustainability expertise

isembedded within the business through dedicated support

roles, such as the Sustainability Customer Enablement Manager.

We are developing our sales systems, tools and support.

Thiswill make it easier for customers to access more

comprehensive product data on sustainability, and to support

customer selection of lower‑carbon products and solutions.

Sustainability objectives are incorporated into remuneration

arrangements for the Executive Directors (which are shown

intheRemuneration Report) and the Senior Leadership Team.

Low

Medium

High

Potential financial impacts include:

• reduced revenue from lower sales

oflow‑carbon products;

• reduced capital and investment due to lower performance; and

• increased expenditure on employee upskilling.

Reputation

Negative perceptions from stakeholders as

aresult of failure to embed sustainability into

the business or take action on climate change.

Link to principal risks:

Failure to respond to market changes

(seepage 60).

Timeframe of potential materialisation:

Short, Medium

We have a clear climate change strategy, focused on both

adaptation and mitigation, which includesshort‑term and

long‑term targets to reduce carbon emissions.

Softcat discloses climate‑related and other environmental

performance and information through its SBTi and Carbon

Disclosure Project (‘CDP’) submissions.

We obtain external assurance in respect of our carbon emissions

data and put the assurance statements on the Trust section

ofthe Softcat website.

Low

Medium

High

Potential financial impacts include:

• reduced revenue from customers as a result

of impacted market positioning; and

• reduced investment leading to impacted growth strategy and share prices.

Failure to attract or retain employees due to

being viewed as an unsustainable business.

Link to principal risks:

Talent, capability and leadership (see page 62).

Timeframe of potential materialisation:

Short, Medium, Long

Our Sustainability team works extensively with the rest of the

business. We widely communicate our goals and progress on

ESG and encourage employees to take part in supporting

community actions. We authorise up to two paid days each

year for employees to take part in volunteering or charitable

fundraising activities.

We operate Group‑wide sustainability training andpublish

adedicated annual report on sustainability which covers our

most important ESGactivities and progress.

We have previously undertaken employee satisfaction surveys

and received positive feedback on our approach to sustainability.

Low

Medium

High

Potential financial impacts include:

• increased expenditure on recruitment; and • reduced revenue / slower business growth due to a less effective and less

engagedworkforce.

Market

Use of AI and energy‑intensive IT and data

services causing an increase of energy usage

and demand at data centres, and therefore

riskof power outages.

Link to principal risks:

N/A

Timeframe of potential materialisation:

Short, Medium

Softcat maintains business continuity plans to support

thecontinuity of critical operations in the event of service

disruption or business interruption. We hold ISO 22301

certification for Business Continuity and have recently

introduced a dedicated Business Resilience Lead role to

further strengthen our resilience capabilities.

Our operations are not located in areas with a known elevated

risk of power shortages.

We work with established technology and cloud service

providers that are responsible for managing the resilience,

capacity and energy requirements of their data

centreinfrastructure.

Low

Medium

High

Potential financial impacts include:

• increased energy consumption prices; and • risk of power outages and therefore operational downtime.

49Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Climate-related Financial Disclosures and sustainability continued

Opportunities

Identified opportunity and timeframe Current or future strategy

Relevant

emissions

scenario

Potential financialimpact

Short Medium Long

Markets

Engaging employees to understand Softcat’s

net zero ambitions, green skills and training.

Timeframe of potential materialisation:

Short, Medium

Upskilling Softcat employees on the green skills required

foralow‑carbon economy can help Softcat strengthen

itsrelations with stakeholders, building reputation and

competitive advantage.

This can also support Softcat to improve its talent retention

and development for its workforce. Ensuring we have a

credible approach to sustainability provides a competitive

edge to attract and retain talent.

We support our employees to benefit from environmental

initiatives, such as: an EV car scheme and a cycle to work

scheme. We also have hybrid working in place, allowing

employees to work some days at home, thus reducing

carbonemissions arising from commuting.

Low

Medium

High

Potential financial impacts include:

• increased revenue associated with improved

reputation and competitive advantage; and

• lower expenditure on recruitment due to improved talent retention.

Resource efficiency

Investing in more sustainable technology to

improve Softcat’s day‑to‑day operations, such

as utilising green energy tariffs and low‑carbon

office equipment.

Adapting working spaces to create a productive

working environment in a warmer climate.

Timeframe of potential materialisation:

Short, Medium, Long

Whilst most of our offices already use energy‑efficient

equipment, this will be kept under review for further

opportunities. In the face of rising fossil fuel prices, utilising

renewable electricity tariffs may also improve our resiliency.

All of Softcat’s offices are ISO 50001 certified, with energy

management systems in place.

Our Marlow office operates solar panels and we consider

sustainability improvements when relocating offices. Our

employee satisfaction surveys also provide feedback on our

offices, allowing us to identify where further improvements

can be made.

Low

Medium

High

Potential financial impacts include:

• lower expenditure on energy, and

• increased resilience against rising fossil

fuel prices.

Products and services

Promoting and encouraging the implementation

of circular economy practices throughout the

value chain. This includes leveraging Softcat’s

existing products and services, including

promoting the sale of energy‑efficient and

sustainable IT solutions.

Positioning Softcat as a thought leader in the

industry through engagement with stakeholders

to build customer solutions and propositions.

Timeframe of potential materialisation:

Short, Medium

Encouraging circular economy practices and behaviour

change on the use of technology and natural resources

willcontribute to achieving net zero. Doing so presents

apotentially strong case, both environmentally and

commercially, with potential incremental commercial

opportunities. Softcat already operates some of these

services and anticipates further opportunities in the future.

Through our partners and vendors, we are making plans to

better promote low‑carbon products and services to our

customers. We expect further growth in demand for more

energy‑efficient and sustainable IT solutions. Taking

advantage of this opportunity will also mitigate the risk

offailing to evolve our technology offering with changing

customer needs.

Low

Medium

High

Potential financial impacts include:

• lower expenditure due to operational

savings and longer lifespan of in‑use

products; and

• increased revenue or profit arising from expanding services or developing new services.

Key to potential financial impact: Low Medium High

50 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Identified opportunity and timeframe Current or future strategy

Relevant

emissions

scenario

Potential financialimpact

Short Medium Long

Products and services continued

Developing new sustainability offerings based

on evolving needs in the market, including new

products, platforms and services, to increase

Softcat’s revenue and competitiveness as society

transitions to net zero.

Timeframe of potential materialisation:

Short, Medium

We continue to work with our vendors to improve the

accessibility and availability of sustainable products and

services for customers. This supports our competitive position

and enables us to respond to evolving customer preferences

and growing demand for lower‑impact solutions.

We outline some of our most important carbon reduction

actions in our ‘ten‑in‑ten’ plan.

Low

Medium

High

Potential financial impacts include:

• increased revenue associated with

increased demand for low‑carbon products

and services, more energy‑efficient and

sustainable IT solutions and access to new

customers; and

• better competitive position to reflect shifting consumer preferences.

Growing customer demand for AI and data

management solutions presents an opportunity

for Softcat to deliver services that improve

operational efficiency, optimise resource

utilisation, and support emissions reduction,

while generating additional revenue and

strengthening customer relationships

Timeframe of potential materialisation:

Short, Medium

This new opportunity was identified through a review of

business developments. As organisations increasingly seek

touse technology to improve resource efficiency, optimise

operations and support decarbonisation objectives, demand

for AI and data‑driven solutions is expected to grow and we

are well‑positioned to support customers.

Low

Medium

High

Potential financial impacts include:

• increased revenue associated with

increased demand for low‑carbon products

and services, more energy‑efficient and

sustainable IT solutions and access to

newcustomers; and

• better competitive position to reflect shifting consumer preferences.

Our approach to risk management is set out on pages 57 to 59. New risks, including emerging climate‑related issues, are

identified and assessed for materiality. There is a Board‑approved definition and process for material emerging risks which

requires the CFO to escalate promptly any such risk to the Board. Following our assessments of climate risk to Softcat, we are

confident that our strategy is resilient against the impacts of climate change due to the nature of our business operations and

thebreadth of our global technology vendors.

We will refresh scenario analysis and test scenarios as needed, at least every three years or whenever there are significant

changes to the assumptions and scenarios used. This will include considering any updates required to align with UK SRSS2.

Were‑evaluate our climate‑related risks and opportunities annually to ensure Softcat remains resilient.

Key to potential financial impact: Low Medium High

51Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Risk management

Our risk management framework

helps us to identify, assess, monitor

and manage risks, including

climate change. We recognise

that climate change may have

an impact on our strategy and

operations and have considered

these as part of our risk

management process.

Climate change is already a component

ofthe risk of failure to respond to market

changes when considering the needs of

our customers and how products, services

and solutions might be affected by the

drive towards carbon neutrality (see page

60). We have plans to mitigate the impact

of business interruption which may occur,

for example, due to extreme weather

events. We are strengthening our business

resilience, which includes a new dedicated

in‑house business resilience role. Climate

change also provides us with opportunities

to help our customers to reduce their

environmental impacts and to differentiate

our offerings from competitors.

We continue to mature our risk

management framework and approach.

We operate a risk register for climate

change which captures our climate‑related

risks and opportunities, and their

associated business and potential financial

impacts. We identify current or future

mitigation measures and controls for the

risks in order to reduce the impact and

likelihood of each arising. We have

updated our assessment of climate change

risks and opportunities that could pose

afinancial impact to the business which

helped to determine whether the risks and

opportunities were still relevant since the

last assessment and to reassess these

based on our progress over the last year.

There are no material changes this year

toour risks and opportunities. We

incorporate climate‑related risks into our

overarching corporate risk management

framework. Climate‑related risks and

their potential financial impacts were

validated and scored through a risk

review workshop attended by several

senior managers in the business.

Given the nature, locations and operation of

our business and following our assessment

of risks, we believe that the direct impact

ofclimate change on Softcat will be low.

Our current view is that we are not materially

exposed to climate change as a business

and that climate‑related risks do not present

a material threat to our strategy, long‑term

viability, liquidity or ability to operate.

Inrespect of assessing physical risks, we

incorporate these where possible to inform

our site selection and adaptation and we

retain business interruption insurance.

None of the actions taken so far or

planned to reduce our environmental

impact, mitigate identified risks or take

advantage of identified opportunities

have resulted in a significant financial

impact on our business. We continue to

assess the likely effects of climate change

to ensure our current assumptions remain

valid. If we do identify material risks, these

will be modelled into our scenario analysis

and for longer‑term viability assessment

and disclosure in future Annual Reports.

The Board is comfortable that climate

change has not had a material effect

onour accounting judgements and

estimates this financial year. It has also

determined that climate change has

hadno material impact on our asset and

liability valuations for the financial year.

The impact of climate change risks is not

currently considered by the Board as a

key source of estimation uncertainty.

We are also conscious that there are

‘emerging trends’ associated with climate

that we do not currently expect to impact

the business within our financial planning

time horizons, which are shorter than the

time horizons considered in our climate

scenario analysis. Therefore, we have

identified emerging trends that may

impact the business in the future, and

wewill maintain a watching brief to track

risks which may become of significance.

Metrics and targets

We continue to review our metrics

and targets, to ensure they are

relevant and meaningful and they

align with our overarching strategy.

The data we disclose also allows our

stakeholders to monitor Softcat’s

environmental performance.

The Board has approved three key

targetcommitments and the Sustainability

Committee monitors progress. Our

metrics focus on our GHG emissions

andthese are assessed through the

intensity measurements set out on page

55. The Sustainability Committee has

also endorsed the GHG emissions

reduction targets approved by the SBTi.

Our sustainability initiatives help us to

make progress towards our targets:

• our aim is to implement initiatives

throughout the business to reduce

emissions where possible. We then

use certified carbon removals to

mitigate our residual impact;

• to use, where possible, renewable

electricity across all office locations;

• to work with our supply chain to help

it become net zero (by 2040); and

• the SBTi has approved Softcat’s

targets to reduce absolute GHG

emissions by 45% by 2030 for scope

1, 2 and 3 and to reduce GHG

emissions by 90% by 2040 (relative

toa FY2021 base year).

We remain committed to our long‑term

ambition of achieving net zero emissions.

Like many businesses, scope 3 emissions

comprise most of our carbon footprint.

We therefore understand that to

transition to a low‑carbon future and

toachieve our current stated net zero

target by 2040, we need further actions

and the ongoing support of other

stakeholders, particularly our vendors,

and for their net zero journeys to align to

ours. However, we recognise as explained

in this report, that achieving our 2040

net zero goal is ambitious and increasingly

challenging. In line with the five‑year

review cycle of our net zero programme,

next year we will complete a review of

our emissions baseline, assumptions,

metrics and decarbonisation pathway

toensure they remain appropriate in

thecontext of anticipated growth and

customer demand. This review will help

ensure our targets reflect the latest

understanding of our emissions profile

and decarbonisation opportunities,

while maintaining our long‑term

commitment to net zero.

We retain robust controls to measure our

carbon footprint and we obtain limited

external assurance on our emissions

scope data. Assurance statements are

available to view on theTrust section of

the Softcat website. Our emissions are

disclosed on page 55. Energy consumed

primarily relates to our offices and

initiatives to reduce energy consumption

are shown on page 55.

Given the activities of our business,

theuse of nature‑related resources

arenot material metrics for Softcat.

TheSustainability Committee has

beeninformed of the recommendations

of theTaskforce on Nature‑related

Financial Disclosures (‘TNFD’), which

iscurrently a voluntary framework.

TheCommittee also oversees the

development of our UK SRS readiness

programme, including the assessment

ofadditional metrics, data availability

and reporting processes needed to

support future UK SRS S2 disclosures.

Climate-related Financial Disclosures and sustainability continued

Managing climate risk and measuring progress

52 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Progress on our targets on CO

Softcat has made commitments and goals on the environmental impact of the business and its supply chain. As mentioned

above,the Board has approved a long‑term target to become a net zero business, and this will be achieved primarily by

completing three key stages:

Timing Goal Summary and progress update Status

2022 Carbon neutral Since 2022, Softcat has maintained operational carbon neutrality through a combination of

emissions reduction activities and the use of certified carbon removals for residual emissions.

Complete

2024 100%

renewable

electricity

Softcat uses where possible renewable electricity in our offices, which reduces scope 2

emissions and reduces the environmental impact of electricity used. We purchase renewable

electricity credits where we cannot use renewable electricity. We also seek to maintain this

approach when establishing or relocating to new office locations.

Softcat’s pool car fleet is fully electric.

Our head office in Marlow has solar panels which make a major contribution to the office’s

energy requirements.

Complete

2040 Net zero

supply chain

Softcat is engaging with its supply chain to help it become net zero. To achieve this target,

wewill need further actions and the ongoing support of other stakeholders, particularly our

vendors, and for their net zero journeys to align to 2040. We also anticipate business growth

andincreasing customer demand for products. For these reasons, achieving this goal is

ambitious and increasingly challenging. We will complete a review of our current baseline,

targetsand metrics as part of the five‑year review cycle of our net zero programme.

The Government has set a net zero target for the UK by 2050.

Work in

progress

As part of our journey to net zero, Softcat has committed to net zero targets and had them validated and approved by the SBTi.

Thetargets approved cover emissions for scope 1, 2 and 3. The SBTi commits the business to reduce its GHG emissions in line

with the Paris Agreement, limiting global warming to 1.5°C. Softcat’s science‑based targets are in line with the emissions

reductions required to achieve net zero emissions across its value chain by 2050.

Softcat has developed and updated a carbon reduction plan to support the achievement of the SBTi targets. This includes ten

high‑level steps over the next ten years (our ‘ten in ten’ plan), which are designed to help us reduce emissions across all scopes.

The ten in ten plan will be regularly reviewed and updated as we continue to refine our metrics and assess the most appropriate

actions to reduce emissions over the longer term.

Our ten in ten plan

Goal Status Year

Softcat to be carbon neutral across scope 1,2 and 3 (FERA, employee commuting,

business travel, waste).

2022

Migration to 100% EV pool fleet. 2023

100% renewable electricity across all locations where possible. 2024

Managed supply chain (75% of revenue with SBTi or net zero target). 2026

Softcat ‘Certified Carbon Neutral’ services – PAS2060 services migrated to new

ISO14068-1 standard.

2026

100% of deliveries to be completed using low-emission delivery services. 2027

>80% of customers to purchase sustainable products or services. 2028

All suppliers and partners to use 100% renewable electricity across their UK operations. 2029

40% reduction of scope 1 and 2 and 45% reduction of scope 3 emissions. 2030

Zero to landfill across Softcat UK locations. 2031

Key: Delivered In progress

53Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Working with our stakeholders

Partnerships

To support our net zero targets, we work closely with our supply chain, vendors

andwider industry and business forums to highlight the importance of reducing

carbon emissions. Many of our vendors are committed to operating more sustainably

and addressing climate change, and we collaborate with them to understand our

respective journeys to net zero.

Softcat is accredited with the internationally recognised sustainable standards below:

Softcat is a participant of the UN SDGs. The SDGs

area collection of 17 interlinked global goals that

aredesigned to be a ‘blueprint to achieve a better

andmore sustainable future for all’.

ISO 14001 sets out the requirements for an

environmental management system. It helps

organisations improve their environmental

performance through more efficient use of

resourcesand reduction of waste.

ISO 50001 specifies the requirements for

establishing,implementing, maintaining and

improving an energy management system.

Softcat has approved near and long-term

science-based emissions reductions targets

withtheSBTi.

Customers

Most of Softcat’s reportable emissions

are scope 3, which includes the supply

ofgoods resold and services in our

supply chain and on to customers.

Wehave gathered feedback from our

customers, which gives us insights on

what is important to them on sustainability.

The feedback tells us there is customer

demand for sustainable products and

services anditreinforces our strategy to

make iteasier for our customers to make

sustainable IT spend decisions. We believe

this represents Softcat’s biggest

opportunity to reduce CO

emissions,

byoffering carbon‑neutral services

andby guiding customers towards

sustainable products. However, we

consider that there is room to improve

the accuracy and consistency of emissions

data for the products and services we

resell. To address this, we are working

with our vendors to enhance the

sustainability information we provide to

our customers both as part of pre‑sales

and invoicing solutions. This will help

them with their choices throughout

thelifecycle of products andservices.

The Sustainability Committee will

consider progress on these matters

during FY2027, which willfurther refine

the scale of opportunities available.

Employees

Our employees have a major role to

playin the success of our response to

climate‑related risks and opportunities.

Group‑wide training has given employees

awareness of climate‑related issues and

the introduction of modern AI‑enabled

sales support tools provides our

employees with further help to meet

ourcustomers’ needs.

Softcat has ‘Green teams’ in its offices

which help to drive awareness

andco‑ordinate events associated

withsustainability.

Climate-related Financial Disclosures and sustainability continued

54 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

GHG emissions

Our emissions have been calculated using

the GHG Protocol Corporate Accounting

and Reporting Standard (Revised Edition),

together with the UK Government

Greenhouse Gas Conversion Factors

forCompany Reporting published by

theDepartment for Energy Security

andNet Zero (‘DESNZ’).

• Scope 1: comprises emissions from

our pool cars and natural gas burnt

inboilers we control.

• Scope 2: comprises our electricity

consumption in leased and

ownedbuildings.

• Scope 3: comprises all indirect

emissions (not included in scope2)

that occur across our value and

supply chains.

Softcat intensity measurements

We have chosen to present our emissions (scope 1 and 2 location‑based) relative to

our turnover in order to represent how our emissions are impacted by the growth of

our business. We also present, for additional information our emissions relative to the

average number of employees.

Commentary on the steps we take to reduce energy consumption and reduce our

carbon footprint is provided elsewhere in this report.

FY2026 FY2025 FY2024 FY2023 FY2022 FY2021 FY2020 FY2019

tCO

e/£m 0.07 0.14 0.14 0.22 0.21 0.20 0.30 0.51

tCO

e/employee 0.10 0.18 0.16 0.26 0.28 0.23 0.22 0.39

Energy consumption

This disclosure is made in accordance

with The Companies (Directors’ Report)

and Limited Liability Partnerships

(Energy and Carbon Report) Regulations

2018, which requires certain companies

to report on energy consumption

andefficiency.

The above figure relates to Softcat plc. It consists of the aggregate of the annual

quantity of energy: (i) consumed from activities; and (ii) consumed resulting from the

purchase of electricity or certain other energy products. The figure was calculated

following UK Government Environmental Reporting Guidelines including Streamlined

Energy and Carbon Reporting guidance (March 2019). The aggregate quantity of

energy consumed from FY2024 includes energy consumed in our offices in Ireland

and in the USA and includes energy consumed by Oakland from FY2026.

Energy consumed

Million kilowatt hours

2.14

Regulatory and other disclosures

2.75

2.59

1.95

2.21

2.1426

55Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Regulatory and other disclosures continued

GHG emissions continued

GHG emissions are calculated in line with the GHG protocol

Corporate Accounting Standard, primarily using UK Government

GHG conversation factors from the Department for Energy

Security and Net Zero (2026). Where appropriate, country

specific conversion factors were used for operations outside

ofthe UK.

The decrease in scope 1 and 2 emissions reflects the continued

relocation of offices to more modern, energy-efficient locations.

Some of these offices also benefit from improved access to

public transport, helping to reduce emissions associated with

employee commuting. We have also introduced an employee

travel booking system, making it easier for colleagues to

consider the carbon impact of their travel when making business

journey choices.

The increase in scope 3 emissions reflects continued business

growth, alongside increased customer demand for IT products

and solutions, which drives emissions across our value chain.

Scope 2 emissions from FY2024 onwards are reported using

the market-based method. The zero scope 2 emissions

reported for certain locations reflect instances where either

Softcat or the landlord has procured electricity through a

renewable electricity tariff.

Softcat leases most of its offices and where procuring electricity

through a renewable tariff was not possible, Softcat has purchased

Energy Attribute Certificates (EACs) for the relevant office

locations. The scope 2 emissions reported for periods prior

toFY2024 are materially higher because they reflect emissions

before the procurement of EACs was implemented. Scope 1

and 2 emissions from operations outside the UK are not

material and have not been separately identified.

Assurance in respect ofemissionsdata

Independent firm NQA provides assurance over selected

sustainability indicators, including those contained in this Annual

Report. The scope of work undertaken byNQA was limited

assurance regarding the respective emissions scope data.

Assurance statements are available in theTrust section of the

Softcat website.

Energy efficiency

Measures taken to increase energy

efficiency are described elsewhere

withinthis section of the Annual Report.

The following explains other actions

taken to reduce emissions and to improve

the measurement of emissions so that

further actions can be considered:

• We utilise, where appropriate,

technology such as video

conferencing, which reduces

business travel.

• Our flexible working policies, which

include hybrid working, reduce

employee commuting.

• Waste management and water

are included within our emissions

calculations. Given the nature and

operation of our business, we do

not consider impacts relating to

biodiversity and use of land to

be material.

Use of carbon removals

We purchase verified carbon removal

credits to neutralise the impact of

ourScope 1 and Scope 2 emissions,

together with selected operational

Scope 3 emissions, including waste,

business travel, fuel- and energy related

activities, and employee commuting.

These credits support independently

verified carbon removal projects, with

financial contributions made in proportion

to the emissions being neutralised.

All of the emissions identified for

neutralisation in FY2026 have been

addressed through these carbon

removal activities. We use certified

carbon removal projects to address

unavoidable emissions in accordance

with ISO 14068-1, the international

standard for carbon neutrality, which has

superseded the PAS 2060 requirements

previously applied by Softcat.

Softcat invests in a Verified Carbon

Standard carbon removal project, with

its main objectives focused on wood

production, land restoration and carbon

sequestration through afforestation.

Ouraim is to invest in nature as well

astoreduce greenhouse gas emissions,

inline with the ‘beyond value chain

mitigation‘ approach from the Science

Based Targets initiative.

Remuneration

Since FY2023, the Remuneration

Committee has included an assessment

of performance against some of our

keyenvironmental targets and actions

aspart of the annual bonus plan for

Executive Directors. Achievement

against the actions is disclosed in the

Annual Report on Remuneration on

pages 102 to 112.

Internal carbon prices

During FY2025 we developed an

approach to set metrics through internal

carbon pricing, in order to further embed

this into the business. In FY2026, following

discussion and endorsement from the

Sustainability Committee, it was agreed

to set an internal carbon pricing metric in

respect ofthree emissions categories:

business travel, employee commuting

and waste. The Committee has reviewed

the cost to offset the emissions, which is

purchased via certified carbon removals.

Climate-related Financial Disclosures and sustainability continued

Scope 1 and scope 2 emissions

tCO

Scope 3 emissions

tCO

e ’000

446

334229

158184

196

99 99

196

342

563

Scope 1 Scope 2

Key:

383

357

343

363

44626

56 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Managing our risks

Risk management

Direction

and

oversight

Overview

We adopt a strategic and structured approach to risk management, which proactively

identifies and addresses risks. Our approach is based on elements of the widely recognised

‘Internal Control – Integrated Framework’ published by the Committee of Sponsoring

Organizations of the Treadway Commission (‘COSO’).

The Audit and Risk Committee is responsible for oversight of Softcat’s risk management framework and for reviewing and

approving, on behalf of the Board, Softcat’s principal risks. We continue to mature and evolve our risk management approach,

building on our three‑tier architecture. This framework is embedded in the organisation, strengthening our second line functions,

engaging our people to promote a culture of risk awareness, and developing and deploying risk registers for key areas. More

information on how we have continued to build on our effective risk management and assurance processes is provided in the

report from the Audit and Risk Committee on pages 79 to 86.

Risk governance

Board Audit and Risk Committee

Executive Directors and

Seniorand Extended

Leadership Teams

Third line

First line Second line

Reporting

and

escalation

Senior executives are responsible

for setting and implementing

strategy and discussing this with

theBoard.

Responsibility for policy

management and for ensuring that

risks are proactively identified and

effectively managed.

Business resilience framework.

• The internal audit function

provides independent assurance.

• Reports to the Audit and

RiskCommittee.

• Adopts risk‑based approach

and tests design and operating

effectiveness of policies,

procedures and controls.

• Other assurance providers

conduct subject matter reviews

and provide reports.

• Front line business operations.

• Responsible for correct

and consistent application

of organisational policies

andprocedures.

• Responsible for day‑to‑day

riskmanagement.

• Comprised of governance,

risk and control management,

legal, company secretarial and

information security.

• Oversees compliance and risk

management matters.

• Supports first line in risk

identification and management.

Strategic oversight responsibility

forensuring risks are identified

andmanaged.

Robust assessment of principal risks

and consideration of emerging risks.

Sets the overall risk appetite.

Supports the Board by monitoring

the effectiveness of risk

management, internal controls and

the internal audit function.

57Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Risk appetite

We recognise the need for informed

risktaking in order to deliver sustainable

and profitable business growth in line

with our values and strategy. Our ‘risk

appetite’ is reviewed and approved

bythe Board each year. The Senior

Leadership Team is responsible for

operating the business within the risk

appetite approved by the Board.

Our risk appetite ratings are defined

asfollows:

Low: We aim to mitigate these

risks to the fullest extent possible.

Balanced: We accept broadly

predictable risks where there

arebusiness benefits of carrying

that risk.

High: We seek out opportunities

with attractive potential upsides,

take considered risks and manage

the consequences.

Assessing key risks against our risk

appetite enables us to understand

where we are operating within or

outside the target risk appetite. This

allows management to consider the

actions required to achieve the target

appetite. Our risk appetite varies across

different principal risks, as set out on

pages 60 to 62.

Risk management methodology

Our framework

Integrated three lines model and COSO internal control framework: The ‘three lines’ model helps organisations identify

structures and processes that best assist in the achievement of objectives and facilitate strong governance and risk management.

COSO’s ‘Internal Control – Integrated Framework’ outlines how internal controls can be operationalised to achieve an effective

system of internal controls.

Tier 1

Tier 2

Tier 3

• Strategic threats to our business.

• Owned by Directors and senior leaders.

• Published externally, providing insight for our investors.

• Underlying significant risks across the business.

• Risks managed by Directors and the Senior and Extended

Leadership Teams across the business.

• Maintained in ‘key risk’ register.

• First line and second line operational risk registers.

• Risks are closely aligned with core business processes.

• Used for identifying and managing day‑to‑day risks.

Principal risks are often made up of one or more key risks. Key risks are linked to process level risks.

Risk categories

Our risk categories help to identify,

group and assign risks to the right

leaders and managers in the business.

This also enables a comprehensive

assessment of the overall risk landscape.

We identify our current key risks under

these categories, which have not

changed over the year.

Business strategy

Risks which have the potential to

impede the achievement of our

strategic goals or impact our

business model.

Operational

Risks (both external and internal)

that could impact day‑to‑day

operations and prevent

business‑as‑usual activities.

Financial

Risks that could impact the

profitability or financial viability

ofthe Group or increase

economic exposure.

People

Risks that could impact our ability

to attract, retain and motivate the

very best employees.

Regulatory and compliance

Risks in respect of complying

withongoing and increasing

regulatory and compliance

requirements for Softcat.

Read more on pages 60 to 62.

Three-tier risk management architecture

Principal risk

Key risk

Process

level risk

Key risk

Process

level risk

Process

level risk

Risk management continued

Managing our risks continued

Process

Risk management is aligned to our strategy,

and each principal risk and uncertainty is

considered in the context of how it relates

to the achievement of our strategic

objectives and risk appetite. Ownership

for each principal risk is assigned to a

Director or senior leader based upon

alignment with operational duties.

First line teams and leaders identify,

evaluate, escalate and record risks. They

also identify appropriate risk management

activities and action them. Information

onidentification, assessments and

actions is captured in operational

riskregisters. The second line function

oversees the overall risk management

and internal control process. It reviews

the operational risk registers, updates the

key risk register based on insights and

58 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

interviews with risk owners and managers

from across the business, updates

principal and emerging risks, performs

sample checks, provides feedback to first

line teams, and undertakes a formal risk

management and internal control

effectiveness review at least twicea year.

The Audit and Risk Committee, on behalf

of the Board, reviews the effectiveness

ofthe risk management functions and

receives assurances on the effectiveness

ofkey controls in the business. This process

provides a combined ‘bottom‑up’ and ‘top‑

down’ approach to ensure risks have been

considered from different perspectives.

The key risk register is reviewed at least

twice a year by management to ensure that

it remains current, as the business and its

markets evolve. Management is responsible

for ensuring that risks remain within the

target risk appetite and where gaps are

identified that plans have been put in place

to address them. Management also adds

new risks and removes existing risks to

riskregisters as appropriate. The Risk,

Assurance and Process Improvement

teammaintains oversight to ensure that

identified remedial actions on risks are

progressed. The Audit and Risk Committee

reviews key risks, including emerging risks,

the consideration of sustainability related

risks and the overarching principal risks,

atthe half year and full year. The Audit and

Risk Committee also reviews the Viability

Statement, which considers the potential

impact over the longer term of some of the

key risk factors.

Management has developed the

framework and approach required to

comply with Provision 29 of the 2024

UKCorporate Governance Code, which

applies to Softcat from the financial year

ending 2027. The programme was led

bythe Risk & Assurance team, supported

by EY, with regular progress updates

provided to the Audit & Risk Committee.

The Committee reviewed and endorsed

the overall approach and provided

oversight and challenge throughout

thedevelopment of the framework.

Taking a risk‑led approach aligned to our

principal risks, key risks and risk appetite,

we identified, assessed and documented

the Company’s material controls,

includingownership and accountability

arrangements. This work has strengthened

the clarity, documentation and governance

of material controls across the business

and established a foundation for future

assessment, testing and reporting. The

Audit and Risk Committee will continue to

oversee the remaining phases of readiness

ahead of the Board’s first Provision 29

declaration in FY2027.

Read more in our Audit & Risk

Committee Report on pages 79 to 86.

The Audit and Risk Committee receives

reports from management and from internal

audit on key areas of risk and control and

challenges management on the timelines

and effectiveness of corrective action. The

Audit and Risk Committee also considers

the findings and recommendations of the

external auditor with regard to financial and

certain other controls. The Audit and Risk

Committee then makes a recommendation

to the Board for final approval.

Climate change

During the year, in line with the approach

recommended by the Climate‑related

Financial Disclosures (‘CFD’), we

conducted a formal assessment of the

potential impact of climate change to our

business and supply chain. Please see our

report on CFD and sustainability on pages

38 to 56. Climate change is already a

component of the risk of failure to respond

to market changes when considering the

needs of our customers and how products,

services and solutions might be affected

bythe drive towards carbon neutrality. Our

current analysis concluded that no other

climate change‑related risk is a principal

risk which needs to be incorporated into

the list of principal risks shown.

Principal risks and changes

The Board has identified the principal

risksfacing the Group and considered the

likely impact that each could have on the

business. There is a Board‑approved

definition for material emerging risks and

aprocess is in place which requires the

CFO to escalate promptly any such risk

tothe attention of the Board.

The Board’s view of the principal risks

currently facing the Group, along with

commentary on how this might impact

progress against our strategic goals, is

onpages 60 to 62. We provide a view on

thechange in risk compared to the prior

year’s assessment.

During the year, including changes

reported in the Group’s half year results for

the six months ended 31 January 2026, the

Board reviewed the Group’s principal risks

and agreed the following changes tothe

risk profile:

• Failure to respond to market changes

including technology offering,

channel disintermediation, competitor

landscape and customer needs:

The risk profile increased due to the

accelerating pace of technological

change, particularly the impact of

AI, evolving customer expectations

and theemergence of new market

participants and technology

ecosystems. Mitigating actions

include continued investment in digital

capabilities, technology development

and strategic partnerships to strengthen

the Group’s competitive position.

• Customer dissatisfaction: The risk

profile increased due to the growing

scale of the business and complexity

of customer engagements, resulting

in increasing contractual obligations

and service delivery requirements.

Mitigating actions include

enhancements to deal governance,

implementation of Contract Lifecycle

Management capabilities and ongoing

investment in customer insight and

service governance processes.

• Cyber security risk and business

interruption: The Board agreed a

change to the existing risk profile

due to an increase in the threat

landscape for cyber security events

as seen more widely in the UK,

including the growing sophistication

and accessibility of AI‑enabled

attacks. These could impact either

the business or our value chain. To

address this risk, we already have

mitigating actions in place. We are

further strengthening these to be

more prepared and to keep our

business secure and operational.

• A new principal risk, multinational

expansion, acquisition and integration

risk, was introduced to reflect the

increasing strategic importance

of multinational expansion and

acquisition activity within Softcat’s

growth strategy. The acquisition of

Oakland and the recently announced

acquisition of GDT further reinforce the

relevance of this risk. Mitigating actions

include extensive financial, legal and

commercial due diligence, structured

integration and value creation planning,

employee retention arrangements and

regular Board oversight of delivery and

benefitsrealisation.

Issues associated with the principal

riskshave been discussed by the

Boardor relevant Committee regularly.

For example, there were regular reviews

onbusiness resilience, cyber security,

maintaining our special culture and

potential market changes. The Board

also considers other ongoing or emerging

external matters, for example changes

inthe geo‑political landscape and the

impact of RAM shortages.

Some of the key risks are also reflected

inscenario planning as part of the

Group’s assessment of viability over

thelonger term.

Read more on page 63.

An explanation of how the Group manages

financial risks is provided in note 24 to the

financial statements. An explanation of the

Company’s approach to critical accounting

judgements and key sources of estimation

uncertainty is also provided in note 1 to the

financial statements.

59Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Principal risks and uncertainties

Risk management continued

Acquire

morecustomers

See page 14.

People

and culture

See page 15.

Ease of

doingbusiness

See page 15.

Maintain relevance and expand

our addressable market

See page 15.

Sell more to

existingcustomers

See page 14.

Business strategy risks

Failure to respond to market changes including technology offering, channel disintermediation, competitor

landscape and customer needs

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

Slightly

increased

Low

• Loss of

competitive advantage

• Reduced number of

customers and profit

per customer

• Insight from ongoing industry analysis and subscriptions input

into annual strategy process

• Regular insights into customer priorities including climate‑related

through the annual customer experience survey results and

‘Voice of the Customer’ surveys. Multi‑layered relationship

withstrategic vendors and executive sponsor alignment

• Regular quarterly business reviews with vendors

• Regular meetings between senior representatives from

Sales, Technology and Vendor Management teams to review

technology and market trends and customer propositions

• Continued investment in digital capabilities, technology

development and strategic partnerships to address AI‑driven

customer and market shifts

Multinational expansion, acquisition and integration risk

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

New

principal risk

Balanced

• Failure to successfully

integrate acquisitions

• Delays in realising expected

synergies and value

creationopportunities

• Increased operational

complexity across

multiplegeographies

• Failure to comply with

local regulatory and

legalrequirements

• Loss of key talent

and customer

relationships following

acquisition activity

• Established multinational strategy, governance framework

and transformation roadmap to support scalable

international growth

• Enhanced cross‑functional governance and oversight

ofmultinational operations

• Comprehensive financial, legal, commercial and operational

due diligence undertaken prior to acquisitions

• Formal integration plan and governance arrangements,

including Board oversight and regular progress reporting

• Employee retention, change management and value creation

initiatives to support successful integration and benefits realisation

Operational risks

Customer dissatisfaction

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

Slightly

increased

Low

• Reputational damage

• Loss of customers

• Financial penalties

• Failure to meet

contractualobligations

• Reduced customer

satisfaction and loyalty

• Dedicated Customer Experience team supported by annual

customer surveys and Voice of the Customer feedback mechanisms

• ISO 20000‑1 IT Service Management and ISO 9001 Quality

Management certified

• Ongoing customer service excellence training

• ‘Big‑deal review’ process

• Investment in customer‑supporting internal IT systems

• Continued strengthening of deal governance and Contract

Lifecycle Management (‘CLM’) capabilities to improve oversight

of complex customer engagements and contractual obligations

60 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

Acquire

morecustomers

See page 14.

People

and culture

See page 15.

Ease of

doingbusiness

See page 15.

Maintain relevance and expand

our addressable market

See page 15.

Sell more to

existingcustomers

See page 14.

Operational risks continued

Cyber security risk and businessinterruption risk

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

Slightly

increased

Low

• Inability to

deliver managed

customer services

• Prolonged system

outage may result in lost

sales opportunities and

failure to deliver on key

businessobjectives

• Reputational damage

• Financial loss

• Customer dissatisfaction

• ISO 27001 accredited processes. Group‑wide information

security policy and mandatory security‑related training

• Regular updates at a Board level on the evolving cyber threat

landscape, ensuring that cyber security is treated as an

enterprise‑wide risk

• Regular cyber security tabletop exercises

• Established a ‘lifeboat’ capability, providing access to critical

business information from a separate environment during a

major disruption

• Ongoing enhancement of crisis management and business

resilience capabilities

• Utilisation of the National Cyber Security Centre Early

Warning Service

• Established and documented processes for incident

management, change of control, etc.

• Access controls aligned with zero trust principles

• Training and awareness including regular phishing tests

• Key software used is from large multinational companies which

have a 99.9% SLA and which also provide us with SOC 2 reports

that provide assurance on their processes and controls

• Annual penetration test by a third party

• Adoption of NIST 2.0 framework, a recognised cyber

maturity framework

Financial risks

Macro-economic factors, including geo-political conditions, impact on customer sentiment, inflationary

pressures, interest and foreign currency volatility

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Balanced

• Short‑term supply

chaindisruption

• Reduced

customer demand

• Reduced profit

per customer

• Customer insolvencies and

cash collection challenges

• Customer base is well diversified in terms of both revenue

concentration but also public and commercial sector exposure

• Market conditions are factored into our annual

budgeting process

• Operating costs are budgeted and reviewed regularly

• Going concern and viability statements are underpinned by

robust analysis of scenarios

• Policies and procedures to manage foreign exchange exposures

Ineffective working capital management, including customer credit risk relating to both in-year

and multi-year deals

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Balanced

• Increased bad debts

• Increased cost

ofoperations

• Robust credit assessment process including use of trade

credit insurance

• Clear delegation of authority ensuring decisions are escalated

appropriately including to the Board, where relevant

• Group‑wide maximum credit exposure per customer (across

invoiced and orders yet to be fulfilled inclusive of multi‑year deals)

of £75m, with some exceptions, where specific criteria are met

• Support from vendors for multi‑year credit risk for unfulfilled

orders is regularly sought

• Regular review of the aged debt position by management

• Defined treasury policy covering liquidity management

processes and thresholds

• Regular cash forecasting, actual reporting and variance analysis

to highlight any adverse trends and allow sufficient time to respond

61Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Risk management continued

Principal risks and uncertainties continued

Financial risks continued

Failure to retain competitive terms with our suppliers and/or right-size our cost base compared to

gross profit generated

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Balanced

• Higher operating costs

• Uncompetitive pricing

leading to loss of business

• Reduced

profitability/margins

• Budgeting process and regular reviews ensure costs are

managed appropriately and in consideration of gross profit

growth. Any out of budget spend needs management‑level

orBoard approval

• Close dialogue with supply chain partners

• Rebates form an important but only minority element of total

operating profit. In addition, rebate programmes tend to be

industry standard and not specific to the Group, while vendor‑

aligned teams ensure we optimise available rebate structures

• Ongoing training to sales and operations teams to keep pace

with new vendor programmes

People risks

Loss of culture

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Low

• Reduced staff engagement

• Negative impact on

customer service

• Loss of talent

• Culture sits at the heart of all changes that are made in Softcat.

There is regular communication from Senior Leadership Team

members to employees at ‘Kick Off’ and ‘all hands’ calls about

the importance of culture

• Regional offices with empowered local management

• Quarterly management satisfaction survey and annual all‑employee

survey with feedback acted upon. Our engagement and

employee net promoter results which are industry‑leading,

areregularly reviewed

• Regular staff events and incentives

• Enhanced internal communication processes and events

Talent, capability and leadershiprisk

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Low

• Lack of strategic direction

• Reduced staff engagement

• Loss of talent

• Loss of

competitive advantage

• Succession planning process in place

• Experienced and broad senior management team

• Investment in robust recruitment and selection processes

• Attrition tracked and action taken as necessary

Regulatory and compliance risks

Compliance with existing regulation/legislation and being prepared for emerging regulation/legislation

Change

from2025

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Low

• Financial penalties

• Reputational damage

• Loss of customers

• Significant investment in a second line of defence function

(RiskAssurance and Process Improvement, Information

Security, Legal and Company Secretarial teams)

• Management committee in place to review second line

progress and report to the Audit and Risk Committee

• Ongoing engagement with specialist third parties

where required

Acquire

morecustomers

See page 14.

People

and culture

See page 15.

Ease of

doingbusiness

See page 15.

Maintain relevance and expand

our addressable market

See page 15.

Sell more to

existingcustomers

See page 14.

62 Softcat plc Annual Report and Accounts 2026

Financial statementsCorporate governanceStrategic report

In accordance with the UK Corporate Governance Code, the Directors have assessed the

viability of the Company over a three-year period to 31 July 2029, which is a longer period

than the twelve-month outlook required in adopting the going concern basis of accounting.

This assessment period remains appropriate given the timescale of the Company’s planning

and investment cycle.

The Directors confirm that they have

performed a robust assessment of the

principal risks facing the Company as

detailed on pages 60 to 62, including

those that will threaten its business

model, future performance and solvency

or liquidity.

The Company’s gross invoiced income

has grown on average 23% per year

inthe last three years. This has been

achieved by gaining market share

through increasing the number of

customers as well as increasing spend

per customer year on year. Against a

backdrop of high inflation and increasing

interest rates which have put pressure

onour customer base, the Company has

displayed a large degree of resilience to

challenging conditions, evidenced by

anincrease in gross profit of 24.7% in

FY2026. The year‑to‑date trading to the

end of September 2026 shows growth

inline with the base case forecast.

As of September 2026, the principal

challenges to short‑term business

performance are a downturn in the

UKeconomy, resulting from higher

broad‑based inflation and increasing

interest rates which affect both our direct

customers and limit the discretionary

spend of the end users of their products

and services. This may result in delayed

decisions on non‑critical projects as well

asenhanced procurement processes which

ultimately could push spend into future

periods. Higher than normal risk of credit

losses remains. These factors have been

assessed within the Company risk review

and discussed within the Strategic Report.

The assessment of the Company’s

viability considers severe but plausible

scenarios aligned to the principal risks

and uncertainties set out on pages 60

to62, and the assessment was based

onthe severe but plausible scenario set

out in our going concern assessment.

Therealisation of these risks, to the extent

modelled, is considered highly unlikely.

The degree of severity applied in

theviability scenarios was based on

management’s experience and knowledge

of the industry to determine plausible

changes in assumptions. The most

relevant potential impact of the key

riskson viability are:

• a substantial and sustained shortfall

in revenue and gross invoiced

income compared to the budget and

strategic three‑year plan resulting

from a significant and extended

deterioration in economic conditions

across the markets in which the

Group and its customers operate,

resulting in a fall in spend;

• a fall in achievable gross margins

resulting from margin pressure

associated with lower demand

and increased competition for the

remaining business;

• significantly increased levels of bad

debt losses in the first year of the

modelled period, to coincide with the

challenges of higher inflation, interest

rates and less discretionary spend for

consumers; and

• an ongoing increase in the working

capital cycle, specifically driven by

adelay in customer payments versus

historical levels.

The following stress testing over a

three‑year period has been performed (i)

against the budget approved by the Board

for the 2027 financial year; and (ii) against

the remaining two financial years (i.e. 2028

and 2029) of the three‑year plan:

• an average 5% year‑on‑year reduction,

compared to the original budget and

three‑year strategic plan, in revenue

and gross invoiced income;

• reduced gross profit margins of 0.5%

compared to the original budget and

three‑year strategic plan;

• savings in discretionary areas of spend;

• bad debt write offs of £5m above

budgeted levels in FY2027, FY2028

and FY2029; and

• extending the length of debtor

days by three days across the three

years (thus negatively impacting

working capital).

The Company benefits from a flexible

business model with a high proportion

ofcosts linked to performance, such as

commission, no warehousing of unsold

products and a low operating cost base,

consisting of mostly staff costs. On

top ofthe natural reduction in some of

theseoutflows as profitability reduces,

management could, if necessary, take

mitigating actions such as managing

supplier payments, including the reduction

of early payments benefiting from early

settlement discount, as well as adjusting

discretionary special dividends. In addition,

management could make longer‑term cost

cutting decisions, if required.

Despite the minimum desired cash

position being achieved in the severe

butplausible scenario, the following

options also exist for management:

• reduction in planned special dividends;

• delay payments to suppliers

foregoing early settlement payments;

• reduced salary costs, through

recruitment restrictions on new heads

and not replacing leavers;

• no interim dividend in the second half

of FY2027 or thereafter;

• savings in discretionary areas

ofspend; and

• short‑term supplier

paymentmanagement.

The Company operates a flexible model

in a resilient industry that incorporates

an increasing level of non‑discretionary

spend from corporate customers as IT

has become vital to establish competitive

advantage in an increasingly digital age.

In public sector, a fast‑growing area

ofthe business, spending has also

continued to be strong as investment in

IT continues at pace in order to provide

the best level of service to the public.

Financially, significant free cash flow

generation and the strength of the

Company’s balance sheet provide

comfort around the ability to absorb the

impact of the stress tests outlined above.

Confirmation of viability

Based on the analysis, the Directors

havea reasonable expectation that

theCompany will be able to continue

inoperation and meet its liabilities as

they fall due over the three‑year period

of their assessment.

Viability statement

63Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Dear shareholder,

I am pleased to present this year’s

Governance Report, which outlines the

role of the Board and its Committees

and summarises their work during

theyear. It highlights the progress

madeinaccountability, stakeholder

engagement, support and oversight

ofSoftcat’s strategic direction.

In 2024 the Financial Reporting Council

(‘FRC’) published the revised version

ofthe UK Corporate Governance Code

(the ‘Code’) (a copy of which is available

at www.frc.org.uk). The revised Code

(with the exception of Provision 29

inrespect of the declaration on the

effectiveness of material controls)

applies to accounting periods beginning

on or after 1January2025 and therefore

applies to Softcat this year. The Board

had considered in advance the changes

contained in the revised Code to ensure

those changes were observed.

Your Company complied with the

principles and provisions of the Code

during the year with two exceptions,

neither of which arise from the changes

in the revised version of the Code:

• in respect of Provision 9 of the

Code, Iwas not independent on

appointment as Non-Executive

Chairman on 1 August 2023 as I was

Softcat’s previous Chief Executive

Officer until 31 July 2023; and

• in June 2026 the Company

announced an extension of my tenure

as Non-Executive Chairman up to

April2030, being up to three years,

beyond the nine years recommended

by Provision 19 of the Code.

Introduction to corporate governance

Regarding non-compliance with

Provision 9, when deciding on my

appointment as Chairman, the Board

recognised that the Code states that the

chair should, on appointment, meet the

independence criteria and that ordinarily

the chief executive should not go on to

be the chair of the same company.

Prior to me becoming Chairman, detailed

conversations were held with the Board

and plans were agreed to ensure that my

role as Chairman was very clear to the

Board, in particular the CEO, other

stakeholders and to me. Weunderstand

that it is not seen asbest practice for a

former CEO to be chair of the same

company. However, the Board and the

Nomination Committee believe we have

a clear framework for the roles of the

Chairman and CEO and there is a clear

separation between those roles.

TheBoard was unanimous that my

knowledge of the business, the market

and Softcat’s culture are essential in

therole of Chairman to continue to

bestsupport the interests ofall our

stakeholders. I am not involved inany

operational matters, but do act as

asounding board for the CEO which

isbest practice. We have a clear and

successful operating model and an

understanding that the CEO runs the

Company, not theChairman.

Regarding non-compliance with Provision

19, the Board’s unanimous view was that

the extension is in the best interests of

allshareholders, given my extensive

experience of the sector, as well as the

independent challenge I continue to

provide in chairing the Board’s oversight

of the Company’s governance, strategy

Providing leadership,

oversight and accountability

The composition of the Board supports the

interestsof the Company’s stakeholders and

underpins a strong governance framework,

witheffective leadership and clear oversight

oftheBoard’s responsibilities.

Graeme Watt

Non-Executive Chairman

and execution. Athorough consultation

process was conducted with Softcat’s

largest shareholders, who expressed

strong support.

Read more in our Nomination Committee

on pages 87 to 90.

The composition of the Board remains well

balanced, with all Non-Executive Directors,

other than myself, considered independent.

This supports the interests of the Company’s

stakeholders and underpins a strong

governance framework, with effective

leadership and clear oversight of the

Board’s responsibilities.

We remain committed to strengthening

the Board’s effectiveness. Each year, we

carry out a review of the effectiveness

ofthe Board and the process and

outcomes of this year’s review is shown

on pages 72 and 73. Jacqui Ferguson

alsoconducted a formal review of my

performance and led a Board discussion

without me present. The reviews

concluded that the Board continues to

operate effectively and I have the full

support of my fellow Directors. I would

like to thank them for the enthusiasm,

insight and keen sense of governance

that they bring.

If you have any questions or comments

on the reports, I will be pleased to hear

from you via the Company Secretary at

cosec@softcat.com.

Graeme Watt

Non-Executive Chairman

13 October 2026

64 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Board leadership and Company focus

Your Board of Directors

Tenure of Directors

Directors’ experience

Skills Number of Directors

Finance 4

Marketing 4

Operations 7

Management 7

Technology 4

VAR sector 3

International 7

Board composition (%)

Allocation of time

Board overview

Read biographies on pages 66 and 67.

6. L Weedall

7. M Prakash

5. R Perriss

4. J Ferguson

3. K Mecklenburgh

2. G Charlton

1. G Watt

4yrs 5mths

3yrs 1mth

7yrs 3mths

2yrs 9mths

3yrs 4mths

11yrs 7mths

8yrs 6mths

Corporate governance and investor relations

Financial performance

Risk

Strategy and operations

6 7

Chair: 14%

Independent Non-Executive Directors: 57%

Executive Directors: 29%

65Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Current external commitments

Board leadership and Company focus continued

Our business is led by our Board of Directors. Biographical and other details of the

Directors as at 13 October 2026 are as follows:

Graeme Watt

Non-Executive Chairman

Appointed to the Board:

1 April 2018 (and became

Chairmanon 1 August 2023)

Committee membership:

Graham Charlton

Chief Executive Officer

Appointed to the Board:

19 March 2015 (and became

CEOon 1 August 2023)

Committee membership:

Katy Mecklenburgh

Chief Financial Officer

Appointed to the Board:

19 June 2023

Committee membership:

Committee key

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Disclosure Committee

Sustainability Committee

Chair

Board gender diversity

(%)

Male: 42.9%

Female: 57.1%

Graeme joined Softcat in April 2018

as CEO, a role which he held until

31July 2023. On 1 August 2023

hewas appointed Non-Executive

Chairman. Graeme is also the

non-executive chairman of Infinigate

Holding AG and serves on the Board

of the Trustees for a homeless charity

named Social Bite. He has built close

to 40 years of channel experience

inthe IT channel. Before he joined

Softcat, Graeme was senior vice

president EMEA, Advanced and

specialist solutions at TDSynnex – a

position he held from March 2017.

He was promoted to that role when

Avnet’s technology solutions

business was acquired by Tech Data

in early 2017. Prior tothat, hewas

president for Avnet Technology

Solutions, EMEAfor almost seven

years and amember of Avnet’s

global executive committee. He

previously spent six years at Bell

Micro (as president of global

distribution) and his earlier career

included roles at Tech Data

(president EMEA) and Computer

2000 (managing directorUK &

Ireland). Graeme isachartered

accountant and graduated from

Edinburgh University having

readPhysiology.

Chairman, Infinigate Holding AG.

Member of the Board of Trustees

at Social Bite – a homeless charity.

Graham was CFO of Softcat

between March 2015 and July

2023 and was appointed CEO

inAugust 2023. Before Softcat,

Graham spent four years as finance

director at comparethemarket.

com. Prior to that, Graham spent

one year as finance director at

See Tickets (the trading name of

See Group Limited) and over five

years in various roles, including

group financial accountant,

finance manager and finance

director, decision analytics,

atExperian Ltd. Graham is a

chartered accountant and began

his career with Andersen.

None.

Katy joined Softcat in June 2023.

Previously, she was interim CFO

at ASOS plc. Prior to that, she

spent three years asgroup

financial controller atInchcape

plc. She has held various other

positions across a range of

industries and blue-chip firms.

Katy was head of finance

atAmazon and finance director

atSerco and she spent over a

decade at Procter and Gamble

where she held a series of senior

finance roles. Katy is a chartered

management accountant. She

earned a BSc in Pharmacology

and a PhD in Respiratory Medicine,

both from Edinburgh University.

None.

Previous roles

Key strengths

• Extensive knowledge

ofthesector, distribution

andthe reseller channel

• Strong commercial skills

• Business and system

transformations

• Mergers and

acquisitionexperience

• Strong leadership skills

anddelivery of growth in

verysizeable business units

• Deep understanding of

Softcat’s business and culture

• Wealth of financial and

riskknowledge

• Extensive knowledge of

the sector

• Strong leadership skills

• Strong financial and

commercial skills

• Extensive experience

inboth financial and

generalmanagement

• Deep understanding of

Softcat’s business and culture

• Significant experience of

financing and capital raising

• Strong leadership skills

• Strong financial and

commercial skills

• Extensive experience in

commercial finance and

audit matters

• Previous significant senior

finance roles across a range

ofindustries

66 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Jacqui Ferguson

Senior Independent

Non-Executive Director

Appointed to the Board:

1 January 2024

Committee membership:

Robyn Perriss

Independent

Non-Executive Director

Appointed to the Board:

1 July 2019

Committee membership:

Lynne Weedall

Independent

Non-Executive Director

Appointed to the Board:

3 May 2022

Committee membership:

Mayank Prakash CBE

Independent

Non-Executive Director

Appointed to the Board:

1 September 2023

Committee membership:

Jacqui was chair of Tesco Bank

and a non-executive director at

John Wood Group PLC. She also

held several significant executive

roles at Hewlett Packard, including

senior vice president and managing

director, and she held executive

roles at Electronic Data Systems,

including director of EMEA

strategic business planning.

Shewas also the deputy chair

ofEngineering UK.

Senior independent director

andchair of the remuneration

committee of Croda International

plc, non-executive director of

National Grid plc and a professionally

qualified executive mentor with

Global Mentors Group.

Robyn was a non-executive director

at Next 15 Communications Group

PLC. Shewas finance director at

Rightmove plc, the UK’s largest

property portal. Priorto being

finance director atRightmove,

Robyn also held senior roles as

financial controller and company

secretary. Before joining

Rightmove, Robyn was group

financial controller at theonline

media business AutoTrader.

She qualified as a chartered

accountant in South Africa with

KPMG and worked in both audit

and transaction services.

Non-executive director at

Dr.Martens plc and Domino’s

Pizza Group PLC where she chairs

their respective audit committees.

Previous senior executive

positions include group people

&culture director of Selfridges

Group, and group human

resources & strategy director

ofCarphone Warehouse.

Previous non-executive roles

include Treatt plc, William Hill plc

Greene King plc and Dr Martens plc.

Non-executive director at Greggs

plc andStagecoach Group

Limited. Lynne is also on the

Council of the King’s Trust.

Mayank held senior executive

positions including group chief

operations officer of Evelyn

Partners Group, chief consumer

digital and information officer of

Centrica plc, managing director,

global wealth & investment

management technology of

Morgan Stanley, chief digital &

information officer of DWP and

UK chief information officer of

Sage Group plc.

Chief executive officer, Pivotal

Group and non-executive

director at Uber UK.

Current external commitments

Previous roles

• Extensive experience as a

non-executive director of

listed companies

• Significant sector knowledge

• Extensive knowledge in the

largescale, growth-oriented

business-to-business

technologyenvironment

• Three years’ experience in Silicon

Valley serving as ChiefofStaff

to Chairman and CEO at HP,

providing valuable insight into

global technology markets,

innovation and strategic

businessoperations

• Wealth of financial, risk

andgovernance knowledge

• Significant investor

relationsand capital

marketsexperience

• Extensive experience

of strategic roles,

particularly within a

dynamic and fast-paced

progressiveenvironment

• Significant experience of senior

positions inhuman resources

• Extensive experience as

anon-executive director

oflisted companies

• Significant experience of senior

positions in various sectors

• A strong background across

acquisitions, operations,

technology and digital

transformations

Key strengths

67Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Governance report

Attendance at Board and Committee meetings

Details of Board and Committee attendance during the 2026 financial year are provided below. All Directors are expected to

attend all relevant meetings.

Board

Audit and Risk

Committee

Nomination

Committee

Remuneration

Committee

Sustainability

Committee

Meetings held 9 5 3 3 2

Meetings attended

Graeme Watt

9 — 3 — 2

Graham Charlton

9 — — — 2

Katy Mecklenburgh

9 — — — 2

Robyn Perriss 9 5 3 3 2

Lynne Weedall 9 5 3 3 2

Mayank Prakash 9 5 3 3 2

Jacqui Ferguson 9 5 3 3 2

Notes:

1. During the year, there were five meetings of the sub-Committee established by the Board to give final approval to the release of the Group’s trading results.

2. Graeme, Graham and Katy are not members of the Audit and Risk or Remuneration Committees. Graham and Katy are not members of the Nomination

Committee. Each is, however, usually invited to the meetings as an attendee. All Directors fully attended each meeting.

68 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Our governance framework

Senior Leadership Team (‘SLT’)

The SLT is the nine most senior executives in the business, including the CEO and the CFO. The SLT is led by the CEO and is responsible

forleading the day-to-day operation of Softcat, including:

• strategy

implementation

• operational,

financial and

competitive

performance

• commercial

developments

• succession

planning

• organisational

development

• maintaining

Softcat’s culture

The Committees support the Board’s work and provide the governance expected of a company listed on the London Stock Exchange.

Theirstructure, duties and responsibilities remain materially unchanged from last year.

Audit and Risk

Committee

• Governance over

theappropriateness

of the Group’s

financial reporting.

• Review and

recommendations

on the performance

and appointment

of both the internal

audit function and

theexternal auditor.

• Reviews of the

Company’s system

ofinternal control,

risk management

andcompliance

activities.

Read more on

pages79 to 86.

Nomination

Committee

• Evaluates Board

composition and

ensures Board diversity

and a balance of skills.

• Reviews Board and

executive succession

plans and plans to

improve diversity and

inclusion in the business.

• Oversees the

performance evaluation

of the Board, its

Committees and

individual Directors.

• Reviews employee

engagement and

culture within

the business.

Read more on

pages87 to 90.

Remuneration

Committee

• Sets, reviews and

recommends

the policyon

remuneration of the

Chairman, Executive

Directors and Senior

Leadership Team.

• Sets the pay of the

Executive Directors

and agrees their

participation in bonus

plans and certain

share-based incentives.

• Reviews the use of

share-based schemes

in the Group.

• Sets a Remuneration

Policy for approval

by shareholders

and then manages

itsimplementation.

Read more on

pages94 to 112.

Sustainability

Committee

• Sets and approves the

sustainability strategy

of the Company.

• Reviews performance

against climate-related

goals and initiatives, and

oversees compliance

with climate-related

regulations.

• Reviews the

effectiveness

of identifying

and monitoring

climate-related risks

andopportunities.

• Reviews, on behalf

of the Remuneration

Committee, the

achievement of

anysustainability

objectives set for the

Executive Directors.

• Reviews other

corporate responsibility

issues as requested.

Read more on

pages91 to 93.

Disclosure

Committee

• Supports the Board

in overseeing

the accuracy and

timeliness of Softcat’s

formal business

disclosures, including

disclosures made

in Softcat’s half and

full-year results.

Matters reserved for the Board

The Board maintains and regularly reviews

aschedule of matters reserved for its

approval. These include:

• our strategy, business objectives,

annualbudgets and a three-year plan

toensure we can deliver long-term

valueto our shareholders;

• annual and half-year results and

ourdividend policy;

• acquisitions and disposals;

• major changes to internal controls, risk

management or financial reporting policies

and procedures;

• determining our risk appetite;

• oversight of strategic sustainability objectives;

• major changes to our capital, funding,

corporate or management structure; and

• succession planning for the Board and

senior management.

Matters reserved can be found at

www.softcat.com/about-us/investor-

centre/governance.

The Code expects certain roles of the Board

to be clearly set out. The Board has a formal

document outlining the role of the Chairman,

Chief Executive, Senior Independent

Director (‘SID’), Non-Executive Directors

(‘NEDs’) and Designated Director for

Workforce Engagement. This document

isregularly reviewed and can be found

athttps://www.softcat.com/about-us/

investor-centre/governance.

Our Board

Board Committees

Executive leadership

69Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Governance report continued

The Board reviews and approves key matters throughout the year, including the half-year and full-year

results. Standing agenda items, including CEO and CFO updates, are considered at each meeting.

Directors prepare thoroughly for meetings, supported by the Chairman and Committee Chairs who

work with management to ensure agendas and materials are prepared in advance. The Chairman

alsomaintains regular contact with Board members and holds frequent discussions with the CEO,

CFOand Company Secretary on business developments, performance and governance matters.

Below are some key matters reviewed by the Board this year.

What the Board did this year

The development and implementation

ofSoftcat’s longer-term vision

anditsorganic strategy were focus

points, including:

• strategy and long-term vision

discussions with the Board and

senior executives, including review

ofsupporting KPIs twice yearly;

• the establishment of a revolving

credit facility with various banks

toprovide additional flexibility within

our capital allocation framework;

• considering and agreeing to

acquireGDT to accelerate our

strategic objectives;

• approval of a £45m share

buybackprogramme;

• review and approval of new

office investments and major

ITprojects; and

• regular updates on key industry

trends and activities.

The Board has a robust process to

setexpectations and monitor business

performance, including:

• review and approval of a three-year

plan at the same time as the strategy

review to provide a comprehensive

longer-term outlook. Forecasts in

the three-year plan are refreshed

as needed;

• approval of an annual budget,

followed by regular updates

comparing performance

against budget;

• a standing report at each

Board meeting from the CFO

analysing performance and

otherfinancial metrics;

• consideration of half-year and

year-end performance and

subsequent review, approval

andpublication of the half-year

andyear-end results;

• setting the dividend policy.

Dividendpayments are determined

with regard to the Company’s

Board-approved capital allocation

framework, financial position,

business requirements and any

otherrelevant circumstances; and

• an update from the Company’s

brokers on investor themes and

equity market matters.

The Board recognises the importance

ofunderstanding the views of its

principal stakeholders: shareholders,

employees, customers, vendors

andcommunities. During the year,

weengaged with these groups,

ortooksteps to understand their

keyissues, including:

• discussions with investors and

analysts, including receiving

their feedback following

meetings and after the release of

ourtrading results;

• reviewing the feedback from various

employee surveys;

• a detailed review of the results

andactions arising from our annual

customer experience survey;

• regular discussions on Softcat’s

vendor management strategy and

relationships with key vendors; and

• governance engagement

programmes with the Company’s

largest shareholders.

Strategy and operations Performance monitoring Stakeholder engagement

70 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

During the year, the Board:

• consulted with its largest shareholders

on extending the tenure of the

Chairman. The process was led by

the Senior Independent Director

with support from the Chair of the

Nomination Committee;

• ensured, together with the support

of its Board Committees, that it was

prepared for the changes arising

from the revised UK Corporate

Governance Code;

• continued its focus on environmental

strategy, targets and performance

through the Sustainability Committee;

• monitored the impact of the

macro-economic and political

environment, considering the

potential impact on the Company,

itscustomers and suppliers;

• reviewed reports on governance

andlegal issues, including changes in

legislation, developments in corporate

governance and sustainability;

• undertook an internal review of Board

effectiveness. An effectiveness review

of the Chairman was also led by the

Senior Independent Director;

• reviewed the Company’s risk appetite,

principal risks and uncertainties; and

• considered and approved changes

tothe schedule of matters reserved

to the Board.

During the year the Board:

• met with many of the members of

the SLT and other senior managers

in the business. The CEO provided

regular updates to the Board on the

SLT and any changes in key roles

inthe business;

• received regular updates on people

matters, including capabilities and

development, office workplace

strategy, culture and diversity

andinclusion; and

• through the Non-Executive Directors,

engaged with employees of all

Softcat offices and discussed their

observations and feedback with

the Board.

The Board has also:

• approved the 2026 Annual Report

and Accounts;

• approved the 2026 Notice

of AGM; and

• regularly reviewed reports which

analyse major changes in our

shareholder base.

Governance and risk People, vision and values Other

71Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Governance report continued

Composition, succession and evaluation

Composition and succession

This is discussed in the report from the Nomination Committee on pages 87 to 90.

Board effectiveness evaluation process

Each year the performance of the Board is assessed through an evaluation exercise. In accordance with the UK Corporate

Governance Code, the process this year was conducted internally (the Board having conducted an external evaluation in 2025

and an internal evaluation in 2024). The key stages of the process this year were:

The Board agreed that the process for the year would be conducted internally. The Company Secretary discussed a process

and timetable with the Chairman and it was agreed to circulate a questionnaire for completion by each member of the Board.

Stage 1: Approval of process

The Chairman and the Company Secretary reviewed a draft

questionnaire, which already reflected topics requested

byBoard members inthe last internal survey. The survey

included the following key topics:

• Board skills and composition;

• Board processes;

• strategy oversight;

• individual contributions;

• Committees; and

• any other observations.

Each Director rated the topics using afour-point scale:

poor,adequate, good and excellent. Directors

werealsoinvited to add comments to provideamore

qualitativeassessment.

Stage 2: Approval of a questionnaire

The surveys were conducted online and managed by an independent third party platform to ensure anonymity of responses,

shouldaDirector not wish to attribute a comment. Individual responses were collated to provide a collective overview

oftheresponses and comments on each question.

Stage 3: Collation of results

The Chairman and Company Secretary reviewed and discussed the collated survey results, highlighting key themes and

areasfrom the responses. An executive summary was sent to the Board along with the full survey results so the Board could

consider the results ahead of a Board meeting.

Stage 4: Review of results

The Board discussed the key points and conclusions from the review during a Board meeting. It agreed the key actions

arisingfrom the review.

Stage 5: Board review and discussion

Following the Board review and discussion, the Company Secretary prepared an action plan to address points of recommended

improvements. Progress will be tracked during the year.

Stage 6: Action planning

72 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Outcome

The outcome of the review was positive

and concluded that the Board and its

Committees continue to function well,

consider the right issues and work in

atransparent and constructive way.

There continues to be strong alignment

between the Company’s and the Board’s

values and culture. Some of the points

made in the survey included:

• The Board continues to perform

atahigh level, with complementary

skills and backgrounds.

• The Board has the right focus and

time set aside to articulate, discuss

and review key strategic issues.

• The quality of debate and contribution

from all Directors remains high.

• Board processes are on the whole

working well, including good support

from the Company Secretarial team.

• The Committees of the Board

continue to be well run, with

excellent leadership from each

Committee Chair.

• External advisers to the Board are

performing well.

In addition to the Board evaluation

exercise, the Senior Independent

Director (‘SID’) led a review of the

Chairman. This was conducted over

interviews with each Board member

andthe Company Secretary. A summary

paper was prepared by the SID and the

outcomes were discussed at a meeting

of the Directors led by the SID without

the Chairman present. The review

confirmed that the Chairman remains

very effective and highly engaged.

Outputs and recommendations

The Board was pleased with the outcome

of the Board evaluation, which reflects

the Directors’ commitment to the Board.

Some areas for further refinement or

implementation were identified by the

Board, which include:

• Further longer-term succession

planning should be considered.

• Ongoing assessment of the Board’s

composition is important to ensure

the mix of experience and skills is

optimised as the business continues

to scale and evolve.

• More effort to be made to ensure

all Board and Committee pre-read

papers are issued on a timely basis,

include an executive summary and

exclude any unnecessary details.

• Further emphasis on ensuring

Board discussions are kept at a

strategic level and on the progress

ofassociated strategic KPIs.

• To embed learning points from

the acquisition of GDT in respect

of the Board’s oversight role in any

acquisition process.

• Continued focus on scaling

governance as the business grows.

An update on the above will be provided

in next year’s Annual Report.

Good progress was made on the actions

from the external Board evaluation

conducted in 2025, including:

• More time was devoted for quality

discussion on Softcat’s vision,

purpose and strategy.

• Management refined proposed

metrics and milestones to track

strategic progress. These were

discussed and agreed with the Board.

• The terms of reference for the Audit

Committee was reviewed and

updated and the Committee renamed

the ‘Audit and Risk Committee’ to

better reflect its oversight actions

andresponsibilities.

• Board succession planning over

thelonger term was considered.

This included the decision to extend

the tenure of the Chairman and to

discuss the timing for the succession

of the Chair of the Audit and Risk

Committee, whose nine-year tenure

will be reached in July 2028.

The Board continues

tofunction well as a team

united in the best interests

of the Company.

73Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Governance report continued

Operation of the Board

Softcat capital allocation

framework (‘CAF’)

Introduction and purpose

Softcat has adisciplined approach to the

allocation of capital, which is primarily

aligned to our purpose, vision, strategy

and investment case (see pages 2, 5 and

14). Our CAF is used to prioritise the use

ofcash generated by Softcat while

maintaining an appropriate capital

structure for the business. The framework

balances Softcat’s investment requirements

and commitments to regular ordinary

dividend payments against the need to

repay debt, maintain appropriate levels

ofcash reserves andthe maintenance

ofa strong balancesheet.

The Board believes that adopting this

framework aligns to the Board’s key

objective of enhancing shareholder value

over the long term. The CAF is reviewed

by the Board annually to ensure it is

relevant and aligned to the business’ size,

needs and strategy. Following review, the

Board has agreed minor changes to

theCAF.

Summary – investment and

allocation priorities

Softcat’s capital allocation framework

isoutlined in the diagram on the right.

Our key priority is to invest for organic

growth, as we believe this is the main

driver of long-term shareholder value.

Our second priority is to maintain a

progressive ordinary dividend policy.

Remaining excess capital is then either

allocated to compelling strategic

investments or is returned to

shareholders, subject to net debt

leverage being within our target range.

Our imperative is to prioritise long-term investment for organic growth.

Investing in our people is at the core of our business model. This is our largest

single and most important investment and is the key driver for ongoing growth.

Expanding our headcount and capabilities enables us to fulfil our strategy of

acquiring more customers and selling more to existing customers. We also

prioritise investments in systems and processes which support our existing

operations, mitigate risks and underpin business growth.

Softcat’s ordinary dividend policy is to distribute between 40% and 50% of reported

profits after tax each financial year.

Our dividend and distributions policy is on page 75.

We have the option to expand into new capabilities or markets. Any acquisition

orentry into new areas or markets would need to provide a compelling opportunity

to drive long-term shareholder value.

We will return excess cash to shareholders, subject to net debt leverage being

within our target range. This will be achieved via either a special dividend or a

share buyback.

The Board regularly reviews the level of cash reserves which should be retained in

the business to preserve day-to-day operational flexibility. The Board also regularly

reviews the most appropriate method to return excess cash to shareholders.

Softcat has a highly liquid and cash-

generative business model. Our growth

has been primarily organic, driven by

increasing headcount, growing sales

capabilities, opening new offices, and

investing in IT systems, enabling us to

successfully grow our customer base

and spend per customer. Our capital

allocation policy continues to prioritise

long-term investment in organic growth

to facilitate further share gains in our

expanding addressable market.

Given the nature of Softcat’s business,

spend on plant, machinery and other

non-systems infrastructure continues

tobe relatively low. The Company’s

working capital is dominated by

short-term trade debtors and creditors,

with very low levels of inventory held.

Timings of trade outflows and inflows

aretypically closely aligned and

therefore there is only a modest need

tofund working capital as the business

grows. The floor of the minimum cash

holding inthe business is reviewed at

least annually to ensure it is appropriate

relative to the size of these balances.

The Board will consider all options to

continue investing in its strategic priorities,

including the most appropriate source

offinancing. We will also continue to

fund growth from reinvesting the cash

we generate.

Invest for organic growth

Progressive ordinary dividend policy

Strategic investments

Return excess cash to shareholders

74 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

We do not envisage that transition to

alower-carbon world will require us to

make major capital allocation changes

(including access to capital or financing,

if required).

Read more in our report on climate

change and the Climate-related Financial

Disclosures on pages 38 to56.

Capital allocation governance

The Board is responsible for reviewing

and approving all key decisions in

respect of capital allocation, including

oversight of the CAF. In particular,

theBoard:

• sets Softcat’s dividend and

distributions policy;

• decides on the Company’s capital

andfinancing structure;

• approves a treasury policy for

operation in the business;

• approves all other decisions

inrespect of capital allocation;

• will review the capital allocation

priorities and refine them as required

to achieve the Company’s strategy;

• regularly reviews key performance

metrics in the business given

operational and capital

allocations; and

• conducts post-investment reviews

on major project investments

sothat future major projects can

beoptimised.

The Board considers capital allocation

inthe context of Company performance,

risks and other relevant business

information. In particular, each year the

Board approves a budget for the coming

financial year, which includes capital

allocation and expenditures to drive our

strategic investment priorities. The Board

also annually approves a three-year plan,

which is prepared when the Board reviews

its strategy. The three-year plan gives a

longer-term view of capital requirements

and expenditures and supports the Board’s

decision-making against relevant factors

such as anticipated wider market trends.

Capital allocation decisions and dividend

distributions are also considered against

the Company’s going concern position

and the Company’s longer-term viability.

Dividend and distributions policy

The Board is responsible for:

• setting Softcat’s dividend policy;

• deciding on the Company’s capital

structure; and

• approving any key decisions in

respect of capital allocation.

In respect of dividends, the Board

approves the interim dividend and

recommends the final and any special

dividend for shareholders’ approval.

Shareholder approval is also sought

ateach AGM to provide the Board with

the flexibility to operate a share buyback

programme if appropriate. Softcat’s

ordinary dividend policy remains a

progressive one which targets an annual

dividend of between 40% and 50% of

the Company’s reported profits after tax

in each financial year. Special dividends

or a share buyback is subject to our net

debt leverage being within our target

range of 0.5-1x of EBITDA. In determining

the level of dividend in any year in

accordance with the policy, the Board

also considers other factors that influence

the proposed dividend, which include

but are not limited to:

• the level of available distributable

reserves in the Company;

• future cash commitments and

investment needed to sustain the

long-term growth prospects of

thebusiness; and

• potential strategic opportunities.

Softcat’s constitution does not limit or

oblige the Company to any minimum or

maximum dividend payments. However,

no dividend may exceed the amount

recommended by the Directors and all

dividends shall be paid in accordance

with any relevant legislation.

The Audit and Risk Committee on behalf

of the Board reviews management’s

confirmation that the Company has

sufficient distributable reserves before

adividend payment is made or proposed.

The Board then considers theAudit and

Risk Committee’s review as part of its

process to approve or recommend

dividends. Consideration isalso made of

the balance on the Company’s retained

earnings reserve, which as at 31 July 2026

amounted to £359.2m (as disclosed

inthe Company Statement of

FinancialPosition).

In addition to the reviews of distributable

reserves prior to a dividend being paid

or proposed, the Board regularly reviews

the performance of the business,

particularly in respect of cash flow and

receivables. Each year, the Board reviews

and approves a target minimum of cash

to be held in the business and in 2025

agreed a target minimum cash holding

of £90m. The minimum cash holding

represents a desired forecast minimum

cash balance held in Company funds

across all accounts. Following the

announcement that the Board has agreed

to acquire GDT, the Board will review the

target minimum cash holding after the

close of the transaction to take the needs

of the enlarged Group into account.

The Directors have proposed a final

dividend for thefinancial year ended

31July 2026.

Read more about the proposed dividend

on page 117.

Softcat is well positioned to continue to

fund its ordinary dividend which is well

covered by the cash generated by the

business. Details of the Company’s

viability and going concern are on

page63 and page 118 respectively.

Detailsof total dividend distributions

forthefinancial year is in note 6 to the

financial statements.

The Company will seek shareholders’

approval at the 2026 AGM to permit

theDirectors, should they consider

exercising the authority, to repurchase

up to 10% of the ordinary issued share

capital. The Directors consider that

thisauthority is in the best interest

ofshareholders to allow the flexibility

toreact promptly if market purchases

become desirable.

75Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Governance report continued

Board development and support

The Chairman, supported by the

Company Secretary, is responsible for

ensuring that Non-Executive Directors

receive appropriate training and

development. Directors receive briefings

on relevant issues and the Company

Secretary maintains a twelve-month

forward plan to schedule topics requiring

further discussion. During the year, these

included industry trends, competitor

performance, corporate governance

andlegislative reforms. The Board also

received updates on public reporting

commitments, including pay gap

reporting, tax strategy, creditor payment

practices and modern slavery risks.

When a new Director is appointed,

theirunderstanding of the business is

accelerated through a tailored induction

programme managed by the Company

Secretary and approved by the Chairman.

All Directors may obtain advice from the

Company Secretary who is appropriately

qualified and highly experienced and is

responsible for advising the Board on

certain regulatory, legislative and

governance matters. The role of the

Company Secretary also includes:

• advising the Board of its key

obligations as Directors of a public

listed company;

• developing with the relevant Director

the agenda for each meeting of the

Board and its Committees;

• working with the Directors to

developthe long-term agenda

for the Board and its Committees

to enable them to discharge their

responsibilities effectively;

• supporting and briefing the

Chairmanon his governance

engagement programme with the

Company’s largest shareholders;

• advising the Board on the

resolutionsto propose at each

Annual General Meeting; and

• ensuring that the correct Board

procedures are followed, in

accordance with the Company’s

constitution, applicable legislation

and good governance practice.

Role of the Non‑Executive Directors

Softcat’s Non-Executive Directors

arerequired to perform certain

functions toimprove the effectiveness

ofthe Board. Their roles are reviewed

regularlyand summarised in a document

which is approved by the Board and

placed on the Group’s website at

www.softcat.com/about-us/investor-

centre/governance. The document

isreviewed with the support of the

Company Secretary to ensure it reflects

good practice. The role of the

Non-Executive Directors includes:

• constructively challenging and

contributing to the development

of strategy;

• offering additional perspectives,

advice and strategic guidance;

• scrutinising the performance of

management in meeting agreed

goals and objectives;

• exercising oversight to ensure

compliance with key listed

companyrequirements;

• through the Audit and Risk Committee,

satisfying themselves that financial

information is accurate and that

internal controls and systemsof risk

management are robust;

• through the Remuneration Committee,

taking responsibility for determining

appropriate levels of remuneration for

senior executives;

• through the Nomination Committee,

recommending Board appointments

and, where necessary, removals. The

Committee also considers diversity,

succession planning, employee

engagement and Softcat’s culture; and

• through the Sustainability Committee,

scrutinising management’s activities

and policies for pursuing Softcat’s

sustainability strategy and achieving

its climate-related targets.

Organisation of Board meetings

Key features of how our Board and

Committee meetings are organised

tosupport good governance include:

• draft agendas for Board meetings

arecirculated to the Directors

in advance. This provides an

opportunity to comment or to

propose further new items;

• Board meetings are scheduled

toconsider issues requiring Board

oversight and adequate time for

discussion of each agenda item is

provided. Agendas are set to provide

the Directors with opportunities

todiscuss the longer-term outlook

ofthe business;

• each Board meeting includes a report

from the CEO and the CFO. These

provide a comprehensive overview

of key matters and are a good

foundation for other topics to be

discussed. Topics include operational

and financial performance, industry

developments, employee matters

and updates on priorities;

• an annual calendar of scheduled Board

and Committee meetings is structured

to allow the Board/Committees

toreview cyclical and ad hoc items,

such as key projects;

• Non-Executive Board members

make themselves available outside

ofscheduled meetings when

needed.In particular, the Chairs

of the Committees hold planning

discussions with management prior

toa meeting;

• reporting packs for each Board and

Committee meeting are designed to

be clear, analytical and concise and

are retained in an electronic portal

managed by the Company Secretary;

• reporting packs are distributed by

the Company Secretary to the Board

typically seven days before Board or

Committee meetings. This enables

the reporting packs to be up to date

whilst allowing sufficient time for their

review. Verbal updates cover any

subsequent material developments;

76 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

• a summary of the actions arising at

Board and Committee meetings is

circulated by the Company Secretary.

The Company Secretary ensures

progress is made on each action and

updates the Board of the outcomes;

• financial updates with commentary

are distributed to the Board regularly,

allowing the Directors to review

performance and any emerging issues

in ‘real time’. The updates include an

assessment of performance against

the annual budget approved by the

Board, providing additional analysis

on developing trends;

• the development of strategy is led

by the Executives with input and

constructive challenge from the

Non-Executive Directors. A dedicated

Board strategy review session is held

annually to discuss, agree and sign-off

on the strategy. The CEO provides

regular updates throughout the year,

including progress against strategic

milestones and KPIs agreed with

the Board;

• additional time is allocated when

needed for more in depth discussion.

For example, Board dinners are held

to discuss specific business topics;

• a session is held with the

Non-Executive Directors before

each Board meeting to allow them

additional time to identify their

key areas of interest and to discuss

anyother matters arising;

• a ‘wrap-up’ session is held at the

conclusion of the day to reflect on the

meeting’s highlights, identify issues

for future meetings and to provide

instant feedback; and

• Board discussions are held in an open

and collaborative atmosphere of

mutual respect allowing for questions,

scrutiny and constructive challenge.

This supports decisions on which the

Board seeks agreement.

Independence and conflicts

The Board, excluding the Chairman, is

currently comprised of four independent

Non-Executive Directors and two

Executive Directors and therefore

complies with the independence

requirements of the Code. Graeme Watt

was formerly the Chief Executive Officer

before being appointed as Chairman

on1 August 2023. The Board considers

for the purposes of the Code that he

wasnot independent when he was

appointedChairman and that he remains

not independent.

The Nomination Committee reviews

Non-Executive Directors’ independence

each year (see the Nomination Committee

Report on pages 87 to 90). If a Director

has a material conflict of interest, Board

procedures ensure they do not vote or

participate in related discussions unless

the Board agrees otherwise.

During the year, all Directors confirmed

they can allocate sufficient time to

discharge their responsibilities effectively

and all Directors continue to devote

adequate time to their duties at Softcat.

Directors are required to notify the Board

of any major changes to their external

commitments with an indication of the

time commitment involved.

77Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Relations with shareholders

Governance report continued

Governance engagements

The Board maintains a programme of

engagement with its stakeholders and

recognises the important and valuable

role that shareholders play, as owners

ofthe Company.

Read more on pages 72 and 73.

As part of an ongoing investor relations

programme, there is extensive interaction

with institutional shareholders and

market analysts. The Chief Financial

Officer provides the Board with updates

and on any material changes in the

shareholder base of the Company.

The Chairs of each of the Committees

welcome the views and questions of

shareholders at any time. Each of the

Committee Chairs can be contacted

viathe Company Secretary at

cosec@softcat.com.

If shareholders have any concerns,

whichthe normal channels of

communication to the Chairman or

ChiefExecutive have failed to resolve or

for which such contact is inappropriate,

our Senior Independent Director or any

independent Non-Executive Director

isavailable (via cosec@softcat.com) to

address such issues. The Board makes

itself available, when requested, for

meetings with shareholders on issues

relating to the Company’s governance

and strategy.

Annual General Meeting

The 2026 AGM will be held on

15December 2026 at Softcat plc,

Fieldhouse Lane, Marlow SL7 1LW.

Details of the meeting and the

resolutions to be proposed are set

outinthe Notice of AGM which is

available todownload on our website

(www.softcat.com/about-us/investor-

centre/calendar).

The AGM gives shareholders an

opportunity to vote on key aspects

ofSoftcat’s business and to ask

questions to the Directors. Questions

may be submitted to the Directors

viaemail and details of how to do this

are inthe Notice of AGM.

Shareholder meetings

Throughout the year, the Chief Executive,

Chief Financial Officer, or Head of

Investor Relations met with current and

prospective shareholders to discuss

trading performance and business

strategy. Key shareholder feedback is

documented and shared with the Board.

To comply with market abuse regulations,

protocols are followed to prevent

disclosure of unpublished price-sensitive

information during these meetings.

Results presentation

andinvestor roadshows

The Chief Executive and the Chief

Financial Officer provide a briefing

following the release of the full-year and

half-year results. The briefing is primarily

aimed at institutional shareholders and

market analysts but all stakeholders,

including shareholders and employees,

are welcome to access the online

briefing. Supporting material for the

briefing is published on Softcat’s website.

Following the release of our full-year and

our half-year results, the Chief Executive,

Chief Financial Officer and Head of

Investor Relations undertake extensive

investor engagement roadshows in

person and virtually. Feedback from the

roadshows and from reports by analysts,

by industry experts and in the media are

shared with the Board to improve the

Board’s understanding of their views.

78 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Allocation of time

Introduction

As Chair of the Audit and Risk

Committee (the ‘Committee’), I am

pleased to present the Committee’s

report for the year ended 31 July 2026.

Members of the Committee are shown in

the Board biographies on pages 66 and

67. Attendance at Committee meetings

during the year is shown on page 68.

This report summarises how the Committee

has fulfilled its responsibilities during the

year, including its oversight ofexternal

financial reporting, the Group’s control

environment and Softcat’s relationship

with EY, its external auditor. It also sets

out the Committee’s key areas of focus

for the year ahead.

The Committee’s agenda continues to be

extensive as we fulfil the important role in

the Group’s governance framework. The

Committee retains good independent

oversight of the integrity of the Group’s

financial reporting, the effectiveness of

its internal controls and risk management

systems, and the quality and independence

of EY.

As explained elsewhere in this Annual

Report, Softcat continues to make good

progress on its strategy for growth and

the Committee reviewed the delivery

ofsome of the systems required to

support that growth. During the year we

moved into a pilot phase of our new

sales system, Customer Central, and the

Committee regularly reviewed the risks

and governance of the project and the

results and user feedback from testing

and pilot deployment. The oversight

exercised by the Committee on these

issues are key to ensuring our most

critical projects and overall control

environment receives the required

attention to support the business.

The Committee is also responsible for

oversight of Softcat’s risk management

framework. This includes review and

independent challenge at half-year and

at full-year of all key corporate, principal

and material emerging risks facing the

business (see pages 60 to 62).

The Committee and management have

prepared for enhanced reporting on the

effectiveness of our risk management

and internal control framework from

FY2027, as required under Provision 29

of the 2024 UK Corporate Governance

Code. The Committee has overseen the

progress of an internal programme to

define and agree our material controls,

alongside the process by which assurance

will be given over those controls. Good

progress was made including conducting

a dry run and we are ready to comply

with Provision 29 in FY2027.

A key focus for the Committee during

the year has been exercising oversight

ofmanagement’s plans to strengthen

the resilience of the business. This covers

the identification of business-critical

systems, enhancements to our cyber

security posture and readiness for other

potential major business interruption

events. We have established a Business

Resilience working team to co-ordinate

the approach across risk, technology,

crisis management and communications.

This work is improving protection and

maturity of response against a wide

range of potential threats to the

Company. As part of its oversight of

cyber security, during the year the

Committee reviewed and endorsed the

commitments and actions recommended

for companies by the government.

Weagreed to be a signatory to the

Cyber Resilience Pledge to show our

commitment to this important matter.

Audit and Risk Committee report

The Committee retains good

independent oversight of the integrity

of the Group’s financial reporting, the

effectiveness of its internal controls and

risk management systems, and the

quality and independence of EY.

Robyn Perriss

Chair of the Audit and Risk Committee

Accountability

See our website for

theCommittee’s

responsibilities:

www.softcat.com/

about-us/investor-

centre/governance

Internal audit

Financial reporting

Risk and internal controls

External audit

79Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Introduction continued

The Committee’s commitment to the

effective oversight ofthis fundamental

area will continue into FY2027.

The Committee operates an established

process to consider the Group’s financial

reporting. This includes discussing

reports from management on how they

have prepared financial statements,

theirapproach to significant financial

judgements and any key accounting

issues identified by them during the

year. These are reviewed alongside

draftdisclosures as part of the approval

process. The Committee also receives

detailed reports from EY, our external

auditors, on their review of management’s

work in preparing disclosures and the

Committee discusses with EY the

conclusions they have reached, as well

as EY’s review of the disclosures. During

the year, the disclosures in Softcat’s 2025

Annual Report and Accounts were

selected for review by the Financial

Reporting Council’s (‘FRC’) Corporate

Reporting Review (‘CRR’) team. The

Committee was delighted to learn that

based on CRR’s review, they had no

questions or queries which they wished

to raise with the Committee. The FRC’s

Audit Quality Review (‘AQR’) team also

conducted an inspection of EY’s audit

ofour 2025 Annual Report and Accounts.

The AQR report was rated ‘good or

limited improvements required’.

TheCommittee has reviewed the report

from the AQR and was satisfied with

EY’sresponse. The Committee considers

that the work of both management

andEY provide good support for the

Committee’s duty to review the Group’s

financial and corporate disclosures.

The Committee has carried out a review

of the independence and effectiveness

of EY as external auditor and recommends

that they be reappointed at the

AnnualGeneral Meeting to be held in

December 2026. We have a co-sourced

internal audit function, combining an

effective in-house team, supported by

the external firm BDO. Both continue to

perform effectively and the Committee

has welcomed the additional ‘third line’

focus the business has received as

aresult. Further information on the

internal audit reviews conducted and

planned are provided on page 86.

This report should be read alongside the

Independent Auditor’s Report on pages

120 to 127 and the financial statements.

Each year, the Committee’s work includes

matters of particular significance to the

Group’s financial statements, as well as

areas requiring significant judgement.

With support from management, the

Committee reviewed the significant

accounting issues, judgements and

estimation uncertainties relating to

FY2026. Further details, including

Areas of focus in FY2026 included:

• reviewing the appropriateness of our published half-year and full-year results,

including the presentation of alternative performance measures;

• assessing the Group’s going concern and viability statements;

• confirming that the Annual Report and Accounts is fair, balanced and understandable;

• commissioning, receiving and discussing internal audit and assurance reports on the:

− second line function;

− progress and consideration of risks and governance in relation to the

implementation of the new Customer Central sales system;

− internal data strategy for the business;

− IT processes for employee joiners, movers and leavers;

− management of risks, liabilities and commitments within the managed

services business;

− compliance with the Group’s delegation of authorities matrix;

− controls and processes in respect of the administration and management

ofSoftcat’s cloud billing services; and

− controls and processes in respect of Softcat’s cloud marketplace offerings;

• discussion and review of business resilience in the business, including updates

on the evolving cyber threat landscape, and the definition of a Minimum Viable

Company and a ‘lifeboat’ in the event of a major cyber incident;

• reviewing the effectiveness of internal controls, key and principle risks;

• preparations to comply with the revised Provision 29 on internal controls in the2024

UK Corporate Governance (applies to Softcat in FY2027);

• reports on the framework to detect and prevent fraud in the business and

attempted frauds; and

• review and oversight of whistleblower reports and the status of outcomes of

anyinvestigations.

Focus areas for FY2027:

• reporting against Provision 29 of the Code for the first time;

• the final stages of implementation of Customer Central, the new sales system

is expected during FY2027 and the Committee will continue and close out its

oversight on project risks, governance on the new system and decommissioning

ofthe system being retired;

• a new standard on the presentation and disclosure of financial statements under

IFRS 18 will apply to Softcat from our FY2028. Given the importance of this change,

management will complete their assessment of how this will impact of Softcat’s

disclosures and they will discuss their proposals with the Committee;

• we will continue our focus to further strengthen our business resilience, including

further enhancing our preparation for potential events of major business disruption;

• effective succession planning is important to ensure good continuity of the work of the

Committee. In the near term, next year marks the five-year mandatory term for the lead

partner at EY and the Committee will endorse a change of lead. Further out, I will reach

my nine-year tenure as a Non-Executive Director in 2028 and after discussion with the

Nomination Committee, the process to search for a successor will start next year; and

• in September 2026 we announced that Softcat had signed an agreement to acquire GDT,

which is expected to close by the end of the first quarter of calendar 2027. Management

will consider the various accounting and disclosure impacts of the acquisition, which

include converting US Generally Accepted Accounting Principles (‘US GAAP’) into

IFRS for Group reporting purposes. This will also involve oversight and assessment of

GDT’s control environment, planning for the effective integration of the business into

the Group, and evaluating the impact of the transaction on financing arrangements,

leverage and associated covenant compliance.

Audit and Risk Committee report continued

whythese matters were considered

important, are set out on page 83. The

Independent Auditor’s Report provides

further information on those items

identified as key audit matters.

I would like to thank the Committee for

their support and insight during the year,

and the management team for their

continued work in maintaining a strong

control environment across the business.

I am available to engage with shareholders

who wish to discuss the Committee’s

work or its key areas of focus for the

coming financial year, and can be

contacted via the Company Secretary at

cosec@softcat.com. I will also be pleased to

answer any questions on the Committee’s

work at the forthcoming AGM.

Robyn Perriss

Chair of the Audit and Risk Committee

13 October 2026

80 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Responsibilities

The Committee’s terms of reference are

available at www.softcat.com/about-us/

investor-centre/governance and from

the Company Secretary. These provide

the framework for the Committee’s work

and can be summarised as providing

oversight of:

• the appropriateness of the Group’s

external financial reporting;

• the relationship with, and

performance of, the external auditor;

• the Group’s system of internal control,

including the risk management

framework, key and emerging risks and

the work of the internal audit function;

• appropriate controls to detect and

prevent fraud; and

• the Group’s system of

complianceactivities.

The terms of reference are reviewed

atleast annually and are updated to

ensure the Committee’s duties are clear.

No material changes were made in

FY2026. During the year the Committee

was updated in respect of all relevant

statutory and non-statutory reform

proposals so it can assess these in respect

of its current and future responsibilities.

A whistleblowing policy and procedure

for colleagues to raise issues regarding

possible improprieties in matters of

financial reporting or other matters is in

place and operated throughout the year.

The Group also operates anti-bribery

andcorruption procedures and a formal

policy which supports compliance

withrelevant legislation. Employees

undertake regular training and a copy

ofthe policy is available to all employees.

We operate a gifts and hospitality

(given or received) above applicable

thresholds must be approved by the

employee’s line manager and entered on

the register. Management monitors use

of the gifts and hospitality register. The

Committee provides oversight to ensure

that management confirms appropriate

policies and procedures are in place.

During the year the Committee reviewed

the Company’s published tax strategy

and also discussed with management

tax compliance and relationships with

relevant tax authorities. An updated tax

strategy was approved by the Committee

and is available on the Group’s website

at www.softcat.com/sustainability/

responsible-business. The Committee

also noted the Company’s good

payment practices as shown in the

reporting of payments to suppliers.

The Committee received updates from

management on fraud resilience and

associated controls in the business

andnoted ongoing employee training

and awareness on this important topic.

Management had followed the detailed

guidance issued by the government on

the new corporate offence of a failure

toprevent fraud. A comprehensive

process to comply with the legislation

was concluded in time for the introduction

of the offence in September 2025.

Membership

All Committee members are independent

Non-Executive Directors of the Company

and membership was unchanged in

FY2026. The Company Secretary acts as

Secretary to the Committee, supported

by the Company Secretarial Assistant.

The Committee’s composition provides

the range of financial and commercial

expertise necessary to meet its

responsibilities and the requirements

ofthe UK Corporate Governance Code

(the ‘Code’) and remains effective. Given

my experience as a qualified Chartered

Accountant and as a recent finance

director of a listed UK company, I have

been designated as the financial expert

on the Committee for the purposes of

the Code.

Jacqui Ferguson has considerable sector

experience, in accordance with the

provisions of the Code. Mayank Prakash

has significant experience in technology

and digital information, which is important

given the Committee’s oversight of IT

general controls, the delivery of material

internal IT projects and our controls

against cyber security threats.

How the Committee operates

The Committee met five times during

the year. The Company Secretary collates

a twelve-month and longer-term rolling

plan to ensure the Committee reviews

allmatters to effectively discharge its

duties. Draft agendas are initially shared

ahead of meetings with management

and EY for review. The draft agendas

arethen discussed with both the Chair

ofthe Committee and the Chief Financial

Officer (‘CFO’) to ensure they are

comprehensive and that sufficient time

isallocated.

EY is invited to each Committee meeting

together with the Company Chairman,

the Chief Executive (‘CEO’) and the CFO,

which means that each member of the

Board is present. However, I shall,

asneeded, report to the Board as a

separate agenda item on the activity of

the Committee and matters of particular

relevance to the Board regarding the

conduct of the Committee’s work.

The Board regularly reviews the

performance of the business via monthly

reporting packs and discusses reports

from the CEO and CFO at each Board

meeting. This provides the Committee

with a good understanding of the

business environment, risks and financial

standing of the business ahead of the

half-year and full-year results.

The Company Secretary, the Group

Financial Controller, the Head of Risk,

Assurance & Business Resilience and

Internal Audit Manager also attend

Committee meetings. BDO, as a

co-sourced partner, provides third-party

subject matter assurance services and

attends when required to report on the

findings of assurance activities undertaken.

The Committee sets time aside at each

meeting to seek the views of the external

auditor, in the absence of management

and to allow for a similar ‘in-camera

session’ with management, in the

absence of the external auditor.

Theexternal auditor and management

confirm for each meeting whether there

is a need to hold a session. The Committee

Chair keeps in regular touch with the

CFO, other managers in the Finance

team, the external auditor and the

internal audit function as needed

between Committee meetings.

Financial reporting

The Committee’s primary responsibility

in relation to the Group’s financial

reporting is to review with both

management and the external auditor

the appropriateness of the half-year and

annual financial statements including:

• the quality and acceptability of

accounting policies and practices;

• the impact of any material changes

inaccounting policies;

• material areas in which significant

judgements have been applied or

where significant issues have been

discussed with the external auditor;

• the clarity of the disclosures and

compliance with financial reporting

standards and relevant financial and

governance reporting requirements,

including the Code;

• any correspondence from

regulators in relation to our financial

reporting; and

• assisting the Board in an assessment

of whether the Annual Report and

Accounts, taken as a whole, is fair,

balanced and understandable and

provides the information necessary

for shareholders to assess the

Group’s position and prospects,

performance, business model

andstrategy.

81Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Audit and Risk Committee report continued

CRR review of Softcat’s 2025

Annual Report – scope and

limitations of review

As noted above, the CRR team

oftheFRC conducted a review of

thedisclosures in Softcat’s 2025

AnnualReport and Accounts.

The FRC wishes to point out the scope

and limitations of its review. The FRC’s

review is based solely on the Annual

Report and Accounts and does not

benefit from detailed knowledge of

Softcat’s business or an understanding

of the underlying transactions entered

into. It is, however, conducted by staff

ofthe FRC who have an understanding

of the relevant legal and accounting

framework. The review provides no

assurance that the Annual Report and

Accounts are correct in all material

respects; the FRC’s role is not to verify

the information provided to it but to

consider compliance with reporting

requirements. The FRC (which includes

its officers, employees and agents)

accepts no liability for reliance on it

bythe Company or any third party,

including but not limited to investors

and shareholders.

Accounting policies and practices

The Committee received reports

frommanagement in relation to the

identification of critical accounting

judgements, key sources of estimation

uncertainty, significant accounting

policies and proposed disclosure

ofthese in the 2026 Annual Report.

The Group publishes its accounts

inaccordance with UK adopted

international accounting standards

(‘IFRS’). However, the Directors believe

that further non-statutory measures are

helpful to understand the underlying

trends, performance and the financial

position of the Group. In FY2025

management prepared a detailed policy

on the use of adjusting items in financial

reporting, which includes principles

asto when certain items should be

adjusted. The adjusted items are shown

as ‘underlying’ disclosures in this report.

The Committee approved the policy

after taking into account whether

thepolicy:

• enhances the clarity and usefulness of

financial communications to readers;

• protects investors and stakeholders

from potential misleading

information; and

• ensures compliance with accounting

standards, other regulatory

requirements and good practice.

For FY2026, management prepared

anddiscussed with the Committee the

presentation of statutory financial

reporting, along with the adjusted

underlying disclosures. A full reconciliation

between the statutory and underlying

disclosures in line with the agreed policy

was presented to the Committee. After

considering the presentation and the

proposed reconciliation, the Committee

approved the inclusion of the

underlyingdisclosures.

Critical accounting judgements and

significant accounting policies and

disclosures are set out in note 1

‘Accounting policies’ to the

financialstatements.

Significant judgements and

areas of focus

A key part of the Committee’s role is to

review the principal matters affecting

Softcat’s published financial statements

and to satisfy itself that they have been

appropriately addressed. Management

reports to the Committee on its approach

and rationale for each significant

judgement and issue. The main areas

considered, and the actions taken by the

Committee, are summarised below. The

Committee noted that there were limited

areas of significant judgement and that

the external auditor did not identify

anyareas of material challenge. The

Committee is nevertheless satisfied

thatthe external auditor carried out a

thorough review of the material areas

that could affect the integrity of the

financial statements. These matters were

discussed with the external auditor and,

where relevant, are reflected as areas of

audit focus in the Independent Auditor’s

Report on pages 120 to 127.

82 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Matter considered Action

Revenue

recognition

andcut‑off

The Committee has reviewed the Group’s revenue recognition policy and discussed in detail with management

and the external auditor the processes applied and systems utilised to accurately record revenue at period

ends, particularly in relation to the completion of a large deal with an international component.

The Committee concluded that the timing of revenue recognition is appropriate.

Presentation

ofrevenue

inrespect

ofprincipal

versusagent

Inappropriate application of IFRS 15 may result in inaccurate presentation and disclosure of revenue and cost of sales.

Guidance on ‘control’ published by the IFRS Interpretations Committee (‘IC’), which is used to determine whether

companies should recognise revenue from the resale of standard software licences on a net basis under IFRS 15,

hasremoved a significant element of judgement in relation to the recognition of software revenue. However, the

nature of Softcat’s current systems is to process all revenue streams gross, and a manual adjustment is made by

management at year end to record revenue on a net basis where Softcat is the agent. Hence, due to the large

number of transactions and manual nature of the net down adjustment, this remains an area of key audit focus.

Management are progressing a project to increase the level of automation which will reduce manual adjustments.

Management confirmed to the Committee that it has followed the relevant IC guidance and has taken appropriate

action. They performed detailed work to ensure that revenue is reported accurately on a principal (gross) or agent

(net) basis.

EY has audited the manual net down adjustment and related disclosures under IFRS 15 and presented its results

tothe Committee. The above provided the Committee with comfort that an appropriate approach continues to

betaken on the presentation of revenue.

Misstatement

ofrebate income

The Committee takes steps to understand the nature and quantum of supplier rebates received by the Group.

Management presented current year levels of rebate income plus recent historical trends and factors to allow the

Committee to analyse rebate income in context.

The Committee is satisfied with management’s ability to accurately record rebates earned within the financial period.

Non‑underlying

costsand

presentation

ofalternative

performance

measures (‘APMs’)

The identification of non-underlying costs and the presentation of APMs is a judgement in terms of which costs are

not associated with the underlying performance of the Group and impact the comparability of results year-on-year.

During FY2026 the Group incurred non-underlying costs of £19m in relation to the implementation of Customer

Central and People Central, the new sales system and HR system respectively; and charges incurred in respect of

deferred consideration and amortisation following the acquisition of Oakland in FY2025.

The Committee reviewed all items categorised as non-underlying costs through reports and discussions with

management and the external auditors, including explanations of why they were not related to the underlying

performance of the Group or impacted the comparability of the results year-on-year. The Committee also reviewed

the prominence of the APMs disclosed, together with the narrative within the Annual Report. The Committee

concluded it was satisfied with the assessments made and that the related disclosures were appropriate.

Shares During FY2026 the Company completed a £45m share buyback programme and there was also an issue of free

shares to eligible employees under the Company’s Share Incentive Plan employee share scheme. Management

presented to the Committee a summary of the accounting treatment for both matters, including the impact on

EPSfor the buyback and the disclosures in respect of the funding of the employee benefit trust to purchase the

freeshares. The Committee was satisfied with the proposed treatment presented.

Hedging During FY2026, management proposed and the Committee approved the establishment of a new hedging policy

to reduce foreign exchange volatility on transactions. Management presented a summary of the impact of the

newpolicy, its impact on the FY2026 profit and loss statement and they explained the additional disclosures to be

included in the 2026 Annual Report. The Committee reviewed these matters and was satisfied with the proposed

treatment and additional disclosures. See notes 1 and 24 to the financial statements for further information.

83Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Audit and Risk Committee report continued

External auditor appointment

A timeline setting out the tenure of EY as auditor and requirements on Softcat

tonexttender and change auditor is set out below:

Prior to July 2013

Rayner Essex LLP conducted the external audit immediately prior toFY2013

July 2013

EY appointed as auditor and conducted the external audit forFY2013

November 2015

Softcat becomes a publicly listedentity

October 2017

Mandatory change of EY lead auditpartner

May 2022

EY reappointed as auditor, following competitive tender process

October 2022

Mandatory change of EY lead audit partner

2027

Next mandatory change of EY lead audit partner

By July 2033

Pursuant to legislation, mandatory audit firm rotation, being up to 20 years

sinceappointment

The Committee will continue to review

the auditor’s appointment and the

timing of the next tender for the audit,

ensuring the Group’s best interests are

considered and ensuring compliance

with the requirements of the UK

Competition and Markets Authority.

Accordingly, the Group confirms that

itcomplied with the provisions of the

Competition and Markets Authority’s

Order 2014 for the financial year under

review. There are no contractual

obligations restricting Softcat’s choice

ofexternal auditor.

For FY2026, the Committee

recommended to the Board that EY

bereappointed under the current

external audit contract and the Board

has endorsed that recommendation.

TheBoard has further proposed the

reappointment of EY at the Annual

General Meeting to be held in

December 2026.

Other matters

The Committee also undertook further

activities in relation to the Group’s

accounting and external reporting,

governance and controls in the year:

Fair, balanced and understandable

The processes and controls that

underpin the Committee’s assessment of

whether the Annual Report and Accounts,

taken as a whole, is fair, balanced and

understandable and provides the

information necessary for shareholders

to assess the Group’s position and

prospects, performance, business model

and strategy include ensuring that:

• team members who provide a

material contribution to drafting

theAnnual Report are familiar

with the fair, balanced and

understandable requirement;

• an experienced core team is

responsible for the co-ordination

ofcontent submissions, verification,

detailed review and challenge;

• the Committee receives a detailed

quality of earnings analysis

highlighting any larger accounting

adjustments. This provides consistent

year-on-year trend analysis against

which to assess the narrative reporting;

• the Annual Report and Accounts

follows a framework which supports

the inclusion of key messaging,

market and performance overviews,

principal risks and other governance

disclosures. Sufficient forward-

looking information is provided

and a balance is sought between

describing potential challenges

andopportunities;

• information in the different parts

ofthe Annual Report and Accounts

isconsistent;

• the Annual Report and Accounts

is written to avoid jargon where

possible and is presented free of

unnecessary clutter;

• senior management confirms that

the content in respect of its areas of

responsibility is considered to be fair,

balanced and understandable; and

• the Committee receives an early draft

of the Annual Report and Accounts to

enable timely review and comment.

Following its review, the Committee is of

the opinion that the 2026 Annual Report

and Accounts, taken as a whole, is fair,

balanced and understandable.

Thisallows the Committee to provide

positive assurance to the Board to assist

it in making the statement required

bythe Code.

Going concern and

viabilitystatements

The Committee has reviewed the

Group’s ability to continue to operate

asa going concern for a period of at

least twelve months from the date of this

report and the Group’s assessment of

viability over a period greater than

twelve months. Inassessing viability, the

Committee hasconsidered the Group’s

position presented in the annual budget

and the three-year plan approved by the

Board. The Committee also considered

a number of scenarios modelled by

management to assess the strength

ofthe Group’s liquidity position.

Additional scenarios were modelled

following Softcat’s agreement to acquire

GDT. These took into account the

proposed debt facilities, the ability to

service the interest cost and any lending

covenant requirements. The Committee

has concluded that the assumptions

andmitigating actions are appropriate.

Further details are set out in the

statements on page 118 and page 63

ofthis Annual Report. Following review,

the Committee has recommended both

statements forapproval by the Board.

84 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

External audit

The Committee oversees the

relationship with, and performance

of,the external auditor. This includes

making the recommendation on the

appointment, reappointment and

removal of the external auditor,

assessing its independence and

negotiating the audit fee. The

Committee is also responsible for

considering the most appropriate time

and circumstances to conduct a tender

for the external audit. EY was first

appointed as the Group’s auditor in

2013and was reappointed following

acompetitive tender (in accordance

withthe 2014 Competition and Markets

Authority Order) in 2022. In accordance

with the Auditing Practices Board’s

Ethical Standards, the term limit of an

audit engagement partner is five years.

Marcus Butler of EY is the lead audit

engagement partner for Softcat and

heis independent from Softcat, with

noknown conflicts of interest.

Audit risk

At the start of the audit cycle we

received and discussed with EY its

detailed audit plan identifying the

auditscope, planning materiality and

assessment of key audit risks. EY further

updates planning materiality thresholds

following a refreshed assessment of

Softcat’s forecasted results, thus

ensuring that EY reviews all relevant

transactions in excess of the threshold.

The audit risk identification process is

important for an effective audit by EY,

and the key risks for FY2026 closely align

to the significant judgements and issues

above. The key risks identified included:

• revenue recognition and cut-off;

• presentation of revenue in respect

of IFRS 15;

• misstatement due to fraud or

error; and

• misstatement of rebate income.

EY’s audit plan also outlines additional

areas of focus which they wish to draw to

the attention of the Committee. These

typically reflect standing matters usually

associated with an external audit each

year and additional matters which reflect

potential changes in Softcat’s risk profile.

The Committee can request for additional

areas to be reviewed if relevant for

theintegrity of Softcat’s financial

statements. No such additional areas

were considered necessary for FY2026.

Working with the

externalauditor

The external auditor attended all

Committee meetings in FY2026 and

received all Committee reading papers

and minutes. After Committee meetings,

we allow time to hold a private meeting

with the external auditor, which provides

additional opportunity for open dialogue

and feedback from the Committee and

the auditor without management being

present. The external auditor has direct

access to the Committee Chair to raise

any concerns and maintains a regular

dialogue with the Committee Chair.

Matters typically discussed include:

• auditor views on the resourcing

of internal functions responsible

for Softcat’s financial reporting or

internal controls;

• the external auditor’s assessment

ofbusiness risks;

• the transparency and openness

ofmanagement;

• confirmation that there has been no

restriction in scope placed on it by

management; and

• the independence of its audit and

how the auditor has exercised

professional scepticism.

The Committee Chair, if appropriate,

willdiscuss with management any

actions arising from the private meetings

with the external auditor.

Effectiveness of the external

audit process

The Committee reviewed the quality of

the external audit throughout the year and

considered the performance of EY. The

effectiveness of the external audit includes

the quality, continuity, experience and

training of audit personnel, business

understanding, technical knowledge and

the degree of rigour applied in the review

processes of the work undertaken,

communication of key accounting

andaudit judgements, together with

appropriate audit risk identification at the

start of the audit cycle. The Committee

also took into account an assessment of

the firm-wide Audit Quality Inspection

(‘AQI’) report issued by the FRC in July 2026

together with EY’s responses to that

report. The Committee noted the FRC’s

comments that EY had sustained since the

prior report a good level of performance

in the audits sampled and that EY had

awell-established system of quality

management to help maintain a consistent

approach to high-quality audits. The

Committee noted EY’s published

response to the AQI and its plans to

further enhance their audit quality.

An internal Board evaluation was

conducted during FY2026 and there

were no points of concern raised

inrespect of the external auditor.

Furthermore, following the conclusion

ofFY2026, the Committee conducted

aneffectiveness evaluation of the

external auditor. A meeting was held

between the Chair of the Committee

with selected managers to gain further

feedback from those most closely

involved with EY in the year-end

process.The results will be discussed

with theCommittee and EY to ensure

effectiveness of the external audit

remains optimal.

Independence and objectivity

The Committee has a policy governing

the engagement of the external auditor

to provide non-audit services. This

precludes EY from providing certain

services. The policy is reviewed annually

and was last updated in July 2026 with

no material update. The latest version

can be found on the Group’s website at:

www.softcat.com/about-us/investor-

centre/governance. All non-audit

services and costs provided by the

external auditor are reported to the

Committee and monitored. The

Committee also received confirmation

from EY that there are no relationships

between Softcat and EY that may have

abearing on its independence.

In respect of the audit of the 2026

financial statements, the Committee

considered a fee proposal from EY

andreviewed the quantum and rationale

relating to proposed audit costs. Following

the receipt of formal assurance that its

fees were appropriate for the scope

ofthe work required, the Committee

agreed a base audit fee that reflected a

4% increase compared with the previous

year. The Committee also agreed a fee of

£50,000 in respect of EY’s review of the

2026 half-year results, which is classified

as a non-audit fee. Further details of the

fees paid for audit and non-audit services

to EY for the 2025 and 2026 financial

years can be found in note 3 to the

financial statements.

85Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Audit and Risk Committee report continued

Independence and

objectivitycontinued

The Committee adheres to the

requirements of the Statutory Auditors

and Third Country Auditors Regulations

2016. These provide for a cap on non-audit

services of 70% of the average of the

audit fees paid on a rolling three-year

basis. The three-year measurement

period covers the 2024, 2025 and 2026

financial years and is 5.8%, which

remains considerably below the cap.

Taking the above into consideration,

theCommittee has concluded that EY

remains independent and objective and

that appropriate safeguards and controls

are in place to assess independence

andobjectivity.

Internal control and

riskmanagement

The Committee oversees the Group’s

system of internal control, including

therisk management framework and

thework of the internal audit function.

During the year the Committee closely

monitored the Group’s internal control

and risk management systems and

received regular reports from

management and from the Risk,

Assurance and Process Improvement

team (the ‘Risk and Assurance team’),

and from the internal audit function.

Updates received covered major risks

and/or events faced by the business.

Assessment of the Group’s system

of internal control, including the

risk management framework

The Group’s risk assessment process

and the way in which significant business

risks are managed is a key area of focus

for the Committee. Our activity is driven

primarily by the Group’s assessment

ofits principal risks and uncertainties

(see pages 60 to 62).

The Group has in place an internal

control environment to protect the

business from the material risks which

have been identified. Management

isresponsible for establishing and

maintaining adequate internal controls

over financial reporting and the

Committee has responsibility for

ensuring the effectiveness of these

financial controls.

The Committee has completed its

reviewof the effectiveness of the Group’s

system of internal control, including risk

management, during the year and up

tothe date of this Annual Report, in

accordance with the requirements of the

Guidance on Risk Management, Internal

Control and Related Financial and

Business Reporting published by the

FRC applicable for the year under

review. As part of the financial year-end

process, management presented to the

Committee an overview of the existing

control framework and it summarised

the key controls in operation which

underpinned the financial control

environment during FY2026.

Management had considered the

financial control environment and

concluded that in its view the controls

had been operating effectively throughout

the year and, taken together, provided

ahigh degree of assurance that the

financial statements are free from

material misstatement.

Through these processes, the Committee

has considered all significant aspects

ofthe Group’s risk management and

internal control systems for the year

andup to the date of this Annual Report,

allowing it to provide positive assurance

to the Board to assist it in making the

statements required by the UK Corporate

Governance Code. No significant failings

or weaknesses were identified as a result

of the review that may significantly impact

the financial statements. However, had

there been any such failings or weaknesses,

the Committee and the Board confirm

that necessary actions would have been

taken to remedy them.

The disclosures in this section have been

prepared in accordance with the relevant

provisions in the 2018 UK Corporate

Governance Code, which apply for our

2026 financial year. Softcat will comply

with the provisions and disclosure

requirements under Provision 29 of the

2024 UK Corporate Governance Code

inits 2027 Annual Report.

Internal audit

The aim of the Risk and Assurance

team(including internal audit) includes

providing independent and objective

assurance on the adequacy and

effectiveness of internal controls,

riskmanagement and governance

processes. During FY2026, the Group

increased its internal audit resourcing

aswe continue to strengthen capabilities

across all three ‘lines of defence’.

BDO LLP (‘BDO’) acts a co-sourced

internal audit partner and they provide

the in-house team with additional

subject matter expertise and resource

asneeded. Monitoring and review of

thescope, extent and effectiveness of

internal audit is regularly considered

bythe Committee. During the year,

management discussed with the Internal

Audit team the selection of appropriate

areas within the business for internal

audit reviews and an internal audit plan

for the year as subsequently approved.

The Committee receives an audit report

on each audit undertaken, which includes

the results of the audits, recommendations

for changes and management action

plans to address any unsatisfactory

audits or recommendations. The Internal

Audit Manager works closely with the

business to ensure that audit actions

areprogressed in a timely manner and

reports progress back to the Committee.

An internal audit plan has been

formulated for FY2027, which includes

consideration of the material risks facing

Softcat. Changes to areas selected for

audit can be agreed to ensure the audit

plan is responsive to the needs of the

business. The proposed audits for

FY2027 include:

• credit assessment;

• supplier onboarding;

• IT asset management;

• financial solutions;

• commission adjustments;

• security incident response and

ITdisaster recovery; and

• compliance with the delegation

ofauthority matrix.

Effectiveness of the internal

audit process

The internal audit function has access to

the relevant documentation, premises,

functions and employees to enable them

to perform their activities. The Committee

remains satisfied with the effectiveness of

the internal audit function and during the

year discussed and approved both an

internal audit strategy and an agreed way

of working between the Softcat internal

team and BDO.

Robyn Perriss

Chair of the Audit and Risk Committee

13 October 2026

86 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Allocation of time

Nomination Committee report

See our website for

theCommittee’s

responsibilities:

www.softcat.com/

about-us/investor-

centre/governance

Board composition

Employee culture,

diversityandinclusion

Corporate governance

Succession planning

Effectiveness

We have an effective and well‑engaged

Board with the right experience, skills

and qualities to provide the leadership

and oversight required to drive the

business forward.

Lynne Weedall

Chair of the Nomination Committee

Committee Chair’s introduction

I am pleased to present this report for the

year ended 31 July 2026 as Chair of the

Nomination Committee (the ‘Committee’).

Members of the Committee are shown

inthe Board biographies on pages 66

and67 and attendance at Committee

meetings for the year is shown on page

68. In this report we explain the work of

the Committee and our key areas of focus.

We have an effective and well-engaged

Board with the right experience, skills

and qualities to provide the leadership

and oversight required to drive the

business forward. Maintaining an

optimal Board is reflected in our

approach to succession planning.

Inlastyear’s report from the Committee,

Iexplained that the Committee would

review the tenure of Graeme Watt, our

Non-Executive Chairman. Graeme was

first appointed to the Softcat Board as

CEO in April 2018 and the Committee

considered Graeme’s tenure against the

recommendation in theUK Corporate

Governance Code (the‘Code’) that a

chairshould not remain in post beyond

nine years from the date oftheir first

appointment to the board (i.e.to

April2027). The Committee concluded

that Graeme’s tenure should be extended.

We listened to the views of our shareholders

who, like the rest of the Board, remain

very positive on Graeme’s appointment

and contribution. We considered matters

such as the Code, overall Board composition

and considered these in theround.

InJune 2026, after consulting with our

largest shareholders, we confirmed and

announced the extension of Graeme’s

tenure for up toanother three years

beyond the nineyears recommended

bythe Code (i.e.upto April 2030).

Furtherinformation is provided later

inthis report.

The Committee has an established

programme covering succession

planning, employee culture and

engagement, diversity, equality and

inclusion. We continue to make progress

and are particularly pleased on a number

of areas, including further improvements

in the overall diversity of the workforce,

further actions to improve social mobility

and additional steps being taken as a

disability-inclusive employer. We do,

however, recognise the need to improve

gender and ethnic representation in

certain leadership positions. Management

remains focused on this work, which

requires sustained long-term effort.

Further details are provided in the Social

Value section ofthis Annual Report.

Below Board level, during the year the

Committee reviewed and discussed with

the Executive Directors the succession

plans for the Senior Leadership Team

(the most senior level of management

below the Board) and for other

individual roles critical to the business.

Membership, meetings and

operation of the Committee

All members of the Committee are

Non-Executive Directors and the

Committee is chaired by an independent

Director. The Chief Executive, Chief

Financial Officer, Chief People Officer and

Head of Diversity, Inclusion and Talent

Acquisition are invited to attend meetings

where appropriate. The Committee met

three times during the year. If needed, the

Committee Chair will report to the Board

on the actions taken by the Committee.

87Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Nomination Committee report continued

Key activities during theyear

The calendar below summarises the key

topics considered by the Committee:

October 2025

• Approval of the 2025 Nomination

Committee Report

• Recommendation to reappoint

Directors at the 2025 AGM

• Assessment of Board composition

December 2025

• Review of the results of the annual

employee satisfaction survey and

planned actions

• Discussion and feedback on

Non-Executive Director employee

engagements with various

Softcat offices

• Discussion on senior management

and Board succession planning

• Discussion on the extension of the

Chairman’s tenure

• Review of a social mobility and

inclusivity objectives as part of

the Executive Director’s annual

bonus plan

May 2026

• Updates on diversity, equality

and inclusion

• Update on the extension of the

Chairman’s tenure

• Initial discussion on timing and

approach of succession plan for

Robyn Perriss

Regular or standing

itemsinclude:

• Approval of previous Committee

meeting minutes and review of

follow-up on outstanding actions

• Governance updates or changes in

relevant legislation for Committee

discussion or approval

• Review of and updates to the

Committee’s terms of reference

Membership, meetings

andoperation of the

Committeecontinued

The Committee advises on Board

appointments, reviews Board composition

and oversees succession planning for the

Board and senior management. It also

reviews diversity, equality and inclusion

initiatives and provides feedback on their

progress. These responsibilities help

ensure that the Board and wider business

have effective plans for attracting and

retaining strong talent, supported by

Board-level oversight for an inclusive

workplace environment.

The Committee reviews on appointment

and prior to proposing subsequent

reappointment that each Director can

devote sufficient time for their duties as

a member of the Softcat Board. Each

Director continues to devote sufficient

time. On joining the Board, Non-Executive

Directors receive a formal appointment

letter which includes the time commitment

expected of them. The Committee

recommended (and the Board endorsed)

that each Director be proposed for

reappointment at the 2025 AGM.

Board changes, composition

andsuccession planning

There were no changes on the Board

thisyear and the current composition

remains highly effective. We have a

diverse Board with a good mix of skills,

complementary experience, lengths of

tenure and varying backgrounds. This

supports a good blend of constructive

challenge, fresh thinking, industry and

wider knowledge and retained corporate

memory, which is vital for effective

Board input and oversight. We keep the

composition and skill set of the Board

under review and we will refresh it as

needed so it remains well aligned to

ourstrategy and long term vision.

As explained above, the Committee

confirmed the extension of Graeme

Watt’s tenure for up to another three

years beyond the nine years recommended

by the Code. This followed a thorough

consultation process with Softcat’s key

shareholders, who were very supportive

of the extension. Thedecision was based

on the Board’s unanimous view that the

extension is in the best interests of all

shareholders given Graeme’s extensive

experience ofthe sector, as well as the

independent challenge he continues to

provide in chairing the Board’s oversight

of the Company’s governance, strategy

and execution. The review process

wasledby myself and the shareholder

engagement process was led by

JacquiFerguson, the Company’s Senior

Independent Director and I thank Jacqui

for so ably managing this process.

Weretain the existing governance

inrespect of Graeme’s appointment

andhad considered the matter

againstthe provisions of the Code.

Ourconsiderations included:

• The usual process continues for the

Committee to consider whether

Graeme should be recommended

forannual shareholder re-election.

• Either party may give notice pursuant

to the terms of Graeme’s appointment.

• Graeme was already non-

independent on appointment as

Chairman. Exceeding the nine-year

tenure dos not change this status,

nor will it impact on the strong

independent element on the Board.

• Graeme’s appointment as Chairman

is relatively recent. The Committee

believes the Chairman should be a

long-term position and stability in

therole is important.

• We have agreed separate roles for

the CEO and Chairman. Adherence to

each role is tested each year as part

of the Board effectiveness evaluation

process and continues to work well.

• The Board is majority independent, in

line with the recommendations of the

UK Corporate Governance Code.

• An independent Non-Executive

Director chairs the

NominationCommittee.

The Committee is therefore satisfied that

good governance is being maintained.

For the above reasons, the Committee

concluded it is in the best interests of the

Board, Softcat and its shareholders to

approve Graeme’s extension.

Graeme was also formerly Softcat’s CEO

until 31 July 2023. The Committee

acknowledges that the appointment

ofthe former CEO into the role of the

Non-Executive Chairman is not in line with

the recommendations of the Code. The

Board remains unanimous that Graeme’s

deep knowledge of the business and

Softcat’s culture and its markets makes

him the ideal person to support the

interests of all of Softcat’s stakeholders.

Read more about compliance with the

Code on page 64.

Robyn Perriss is one of our Non-Executive

Directors and is also Chair of the Audit

and Risk Committee and the

Sustainability Committee, and her

nine-year tenure will be reached in July

2028. In line with our long-term orderly

approach to succession planning in good

time, later in the year we will commence

the process to search for her successor.

This approach will allow plenty of time

for the successor to get fully up to speed

well ahead of the end of Robyn’s tenure.

88 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

The Committee keeps a watching brief

on the retirement dates of the other

Board members as part of its long-term

succession planning and Board

composition refreshment. These tenures

will be reached over the longer term at

which point we will review the desired

mix of skills for the Board to ensure it

remains highly effective.

When considering a Board appointment,

we normally engage search firms that

demonstrate strong practice in identifying

a diverse range of candidates. Some firms

also subscribe to voluntary codes that

promote diversity in candidate searches.

This approach helps the Committee

consider a broad and inclusive pool

ofsuitable candidates.

Below Board level, the Committee works

with the Chief People Officer and the CEO

and reviews annually the plans which are

in place for orderly succession planning

ofour Senior Leadership Team (‘SLT’). The

succession plans identify both internal and

external potential successor candidates.

We have a strong internal talent pipeline

and we review leadership development

plans and efforts to develop a more

diverse pipeline for leadership roles.

Board member review processes

The Company Chairman conducts an

annual review of the CEO and each

Non-Executive Board member and the

CEO performs a similar process with the

CFO. The reviews gather additional

feedback to support the good running

of the Board. The Board also conducted

an internal Board effectiveness review

which confirmed that the Board continues

to work very well. Some minor areas for

further improvement were highlighted

and will be actioned. More information

on this year’s effectiveness review is on

pages 72 and 73.

Jacqui Ferguson is responsible reviewing

the performance of the Company

Chairman. She gathered feedback from

each of the other Board members and with

the Company Secretary and then led a

meeting of the Non-Executive Directors,

without the Company Chairman present,

to discuss the Company Chairman’s

performance. The Non-Executive Directors

confirmed they continue to be happy with

the Company Chairman’s performance

and remain fully supportive. Points were

agreed from the feedback which will

support our focus on continuously

developing our high-performing Board.

The Chairman also conducts a short

review at the end of the day for each

Board meeting to collate in ‘real time’

feedback and any areas for improvement.

This process further reinforces the open

dialogue and continuous improvement

that is encouraged at the Board.

Taking into account the above, we have recommended to the Board that each

Director be proposed for reappointment at the 2026 AGM.

Diversity and inclusion

We work hard to make Softcat a great place to work; this is a central plank of our

business strategy and is reflected in our continued success. Further details are

provided on pages 32 and 33. As part of this, the Board and the Committee devote

significant time to diversity and inclusion, recognising the importance and benefits

ofbuilding a more diverse workforce at every level. This remains a long-term priority.

The Committee also recognises the importance of diversity and inclusion to the

effective functioning of the Board, whose broad range of experience, expertise

andbackgrounds supports better decision-making.

The report from FTSE Women Leaders recommended the following aspirational

targets for gender diversity in FTSE 350 companies:

FTSE Women Leaders: targets

for FTSE 350 companies Current Softcat position

Boards to comprise at least 40% women. Achieved. The Board currently

comprises 57.1% women.

Boards to have at least one woman in

thechair or senior independent director

role, and/or one woman in the chief

executive or finance director role.

Achieved. Katy Mecklenburgh is the

CFO and Jacqui Ferguson is the Senior

Independent Director.

Leadership teams (as defined)

tocomprise at least 40% women.

Softcat reported women comprising

36.8% of leadership roles (as defined).

I am pleased that Softcat meets two of the

above targets and that we have improved

our performance since last year on the

remaining target, for which we recognise

the need for further improvement. We

must maintain momentum in respect of

greater diversity at leadership level and

management is working hard to achieve

this. We do acknowledge, nonetheless,

that it may take some time to see the

results of management’s efforts.

The Board meets the recommendation

set by the Parker Review that boards

should have at least one person of colour.

The Parker Review also asked companies

to provide data on its senior management

(as defined) and to set a target for the

proportion of ethnic minorities

employees in senior management by the

end of 2027. Wehave provided all the

required information to the Parker Review

and we have set a target of at least 10%

ethnic minority employees in senior

management by the end of 2027.

Whilst we have reached some of the

above targets, it is not the policy of the

Committee to set a quota in terms of the

gender or ethnic diversity mix on the

Board or its Committees. Our policy,

which we have implemented, is:

• the primary criterion for an

appointment is that it is made on merit;

• the appointment achieves the

best fit with the Board and its

Committees; and

• to keep in mind the benefits of the

Board and its Committees having

adiverse range of skills, experience

and professional backgrounds.

Diversity disclosures pursuant

toUK Listing Rule 6.6.6R

The UK Financial Conduct Authority

(‘FCA’) requires listed companies

todisclose in a prescribed format

information on the diversity of their

board and executive committee.

TheUKListing Rules require listed

companies to state whether they have

met certain targets on board diversity.

The information in the table on the

following page is at31July 2026, which

is the selected reference date within the

Company’s accounting period. The targets

set out inthe UK Listing Rules are that:

• at least 40% of the individuals on

itsboard of directors are women;

• at least one of the following senior

positions on its board of directors

isheld by a woman:

− the chair; or

− the CEO; or

− the CFO; or

− the SID; and

• at least one individual on its board

of directors is from a minority

ethnicbackground.

As at the reference date, the Board

ofSoftcat met all of the above targets.

89Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Nomination Committee report continued

Diversity disclosures pursuant toUK Listing Rule 6.6.6R continued

Gender diversity reporting

Number

of Board

members

Percentage

of the Board

Number

of senior

positions

on the Board

(CEO, CFO,

SID, Chair)

Number in

Executive

management

Percentage of

Executive

management

Men 3 42.9% 2 6 60.0%

Women 4 57.1% 2 4 40.0%

Not specified/prefer

not to say — — — — —

Ethnic background diversity reporting

Number

of Board

members

Percentage

of the Board

Number

of senior

positions

on the Board

(CEO, CFO,

SID, Chair)

Number in

Executive

management

Percentage of

Executive

management

White British or other

White (including

minority White groups) 6 85.7% 4 9 90.0%

Mixed/multiple

ethnicgroups — — — — —

Asian/Asian British 1 14.3% — — —

Black/African/

Caribbean/Black British — — — 1 10.0%

Other ethnic group — — — — —

Not specified/prefer

not to say — — — — —

Notes:

1. The UK Listing Rules require disclosure at the applicable reference date, which as noted above was

31 July 2026. The composition of the Board has not changed between 31 July and 13 October 2026,

being the date at which this report is approved. The composition of the Board as at 13 October 2026

still meets the above requirements.

2. ‘Executive management’ is defined above using the definition in the UK Listing Rules. This is defined

as the most senior executive or managerial body below the Board, including the Company Secretary.

At Softcat, this is the Senior Leadership Team (‘SLT’), which has day-to-day responsibility for the

operation of the business, and the Company Secretary. The SLT includes the Executive Directors.

The People team had previously conducted a voluntary survey to all employees asking

them to confirm how they should be identified for gender and for ethnic background.

New employees are requested to make such a confirmation. Thissurvey/information

request includes Executive management (as defined) andhasalso been extended to

the Board, including the Non-Executive Directors. Responses were received from each

member of the Board and Executive management which confirmed how they should

be identified and the above data wascollated from those survey responses.

Inclusion

The Committee has also received briefings on the initiatives to improve inclusion

inthe business and the Company employs a dedicated manager to co-ordinate our

diversity, equality andinclusion efforts. The briefings received by the Committee

included not only diversity regarding gender, but also on ethnicity, sexual

orientation, disability, social mobility and updates on various inclusion activities.

More information about diversity, equality and inclusion in the business can be

foundin this Annual Report on pages 31 to 33 andalso in our latest annual

Sustainability report which is on our website at www.softcat.com/sustainability.

The Committee realises the importance and benefits

ofcreating a more diverse workforce atall levels in

theGroup.

Assessment of the independence

and conflicts of the

Non‑Executive Directors

The Committee and the Board are satisfied

that the external commitments of the

Company Chairman and the otherNon-

Executive Directors do not conflict with

their duties and commitments as Directors

of the Company. Our Directors must:

• report to the Board any material

changes to their commitments;

• notify the Company Secretary of

actual or potential conflicts or a

change in circumstances relating

toan existing authorisation; and

• complete an annual

conflictsquestionnaire.

Any conflicts are considered and, as

appropriate, authorised by the Board.

Each year the Committee reviews the

independence of the Non-Executive

Directors. All Non-Executive Directors,

excluding the Company Chairman, are

currently considered independent.

AllNon-Executive Directors also affirm

annually that they can devote sufficient

time for their Board duties at Softcat.

Documents available

forinspection

Non-Executive Directors are appointed

for an initial three-year term, usually

extendable by a further two additional

three-year terms. The letters of

appointment for Non-Executive Directors

and the service contracts of the Executive

Directors are available to shareholders

for inspection at the Company’s

registered office during normal business

hours. Letters of appointment and service

contracts will be available for inspection

at the 2026 AGM.

The formal responsibilities of the

Committee are set out in the terms

ofreference. During the year, the

Committee reviewed the terms of

reference and concluded that no

amendments were required. The

Committee’s terms of reference are

available at www.softcat.com/about-us/

investor-centre/governance.

Shareholder engagement

If any shareholders or proxy voting

advisory agencies would like to raise

anymatters with me in respect of the

Committee, I can be contacted via the

Company Secretary at cosec@softcat.com.

Lynne Weedall

Chair of the Nomination Committee

13 October 2026

90 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Allocation of time

Introduction

I am pleased to present this report as

Chair of the Sustainability Committee

(the ‘Committee’).

This report summarises the responsibilities

delegated by the Board to the Committee,

the Committee’s work during the financial

year and its areas of focus for the year

ahead. The Committee oversees

sustainability matters at Softcat, with

particular focus on the continued delivery

of our sustainability strategy. Iam pleased

with the progress made during the year.

This report should be read alongside our

Sustainability Report on pages 38 to 56

ofthis Annual Report.

I would like to thank the Committee

members for their valuable contributions

and commitment to this important

areafor Softcat. Details of Committee

membership are included in the Board

biographies on pages 66 and 67, with

meeting attendance for the year set out

on page 68.

Management has made excellent

progress this year in clearly articulating

guiding principles for Softcat’s approach

tosustainability, which the Committee

has reviewed and endorsed. The guiding

principles underpin our strategic

framework for sustainability and support

clear key deliverables which have been

reviewed and approved by the Committee.

Operation of the Committee

The Committee oversees Softcat’s

sustainability governance structure,

withthe CFO acting as the executive

lead.The business has dedicated

internalexpertise, including the Head

ofSustainability, while day-to-day senior

management of sustainability sits within

the remit of the Operations Director,

amember of the Senior Leadership

Team. Both the Head of Sustainability

and Operations Director attend

Committee meetings, ensuring the

Committee remains fully informed

andable to discuss matters directly

withthose closest to sustainability

acrossthebusiness.

The Company Secretary acts as

Secretary to the Committee. He also

takes responsibility for briefing the

Committee on material changes in

legislation, disclosure requirements

andour sustainability obligations.

Two meetings of the Committee were

held in FY2026 and the Committee Chair

also met with management responsible

for sustainability matters outside the

Committee cycle. As the CFO has the

executive lead at Softcat for sustainability,

she also includes an update on sustainability

as part of her report at each Board

meeting, so the Board can discuss

anymaterial developments between

Committee meetings.

Management has made excellent progress this

year in clearly articulating guiding principles for

Softcat’s approach to sustainability, which the

Committee has reviewed and endorsed.

Robyn Perriss

Chair of the Sustainability Committee

Sustainability Committee report

Corporate responsibility

See our website for

theCommittee’s

responsibilities:

www.softcat.com/

about-us/investor-

centre/governance

Climate-related strategy

andinitiatives

Climate-related governance,

compliance andregulation

Monitoring climate-related

performance against strategy

Climate-related disclosures

91Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

The Committee’s key responsibilities

The key responsibilities of the

Committee are:

• reviewing the appropriateness of the

guiding principles for sustainability

at Softcat;

• setting the sustainability strategy

of Softcat;

• oversight and monitoring of the

performance of the Company against

its sustainability-related strategy,

goals, key deliverables and targets;

• monitoring the effectiveness of

management’s processes for

identifying and assessing climate-

related risks and opportunities;

• reviewing, on behalf of the

Remuneration Committee, the

achievement of any sustainability

objectives which form part of the annual

bonus plan for the Executive Directors;

• oversight of the Company’s

sustainability compliance obligations;

• reviewing our formal public disclosures

relating to sustainability; and

• oversight of other areas of corporate

social responsibility, if requested by

the Board.

For more on the Committee’s

responsibilities, the Committee’s terms

of reference are available on our

website at: www.softcat.com/about-us/

investor-centre/governance.

Committee areas of focus inFY2026

In FY2026 the Committee endorsed the guiding principles for sustainability in the

business. This provided a framework for considering Softcat’s evolving strategy

onsustainability, our longer-term journey to net zero and the most appropriate

metrics to measure our performance and progress on greenhouse gas emissions.

Our focus increased on educating and making it easier for customers to make

sustainable purchasing decisions and implement circular strategies, and the

Committee discussed with management their plans tofurther develop and refine

these opportunities. This is not a straightforward matter and requires the help

andsupport of our vendors on a number of issues; for example, the availability

ofconsistent methodologies and comparable data to help our customers’

decision-making.

We remain fully committed to reducing emissions. However, like many businesses,

our scope 3 emissions comprise most of our carbon footprint and much of this is

outside of Softcat’s direct control. To transition to a low-carbon future and to

achieve our stated net zero target by 2040, we will need further actions and the

ongoing support of other stakeholders, particularly our vendors, and for their net

zero journeys to align to ours. Management took steps during the year to better

understand our vendors’ net zero journeys. We engaged EcoVadis, a leading

sustainability advisory firm, to support us in evaluating the climate change

commitments of our largest vendors. EcoVadis’ work is ongoing and extensive,

and so far represents about 75% of Softcat revenues. The results of EcoVadis’ work,

and strong ongoing customer demand, underscore that achieving Softcat’s net

zero goals by 2040 is ambitious and increasingly challenging.

Softcat continues to grow in terms of revenue and scale, bringing additional

challenges in reducing emissions year-on-year on an absolute basis. Whilst we

noted good year-on-year reductions in scope 1 and 2 emissions for FY2026, where

we have the strongest ability to influence outcomes, total emissions increased by

23% driven by scope 3 emissions associated with business growth. This highlights

the challenge in decoupling emissions from growth. The Committee considers it is

important for other sustainability measurements, such as intensity measures, to be

kept in mind. In particular, Softcat also reports its scope 1 and 2 emissions relative

toits headcount and its turnover, as this correlates better to how our emissions are

impacted by growth. There was a decline in FY2026 in emissions relative to GII and

toheadcount. The general long-term trend for both of these measures show a

decrease (see page 55 for further details).

We will continue to review this next year and take these factors into account.

Nextyear marks the fifth anniversary of setting our original science-based targets

(‘SBTi’). SBTi recommends that companies review their validated targets every five

years to ensure they remain aligned to a number of factors, including the latest

climate science and SBTi criteria. We will consider this and wider associated

matters next year and will provide a further outcome on our deliberations.

The Committee recognises the importance of the business accurately recording its

emissions and welcomed improvements presented by management during the year

on this. Our emissions data is externally assured and confirmation of this is placed

on the Trust section of Softcat’s website.

We disclose our compliance against Climate-related Financial Disclosures (‘CFD’) on

pages 38 to 56. We have concluded, for the first time, that we comply with all eleven

ofthe recommended disclosures, an improvement from the ten reported last year.

The improvement results from management, with the endorsement of the Committee,

setting an internal carbon pricing metric in respect of three emissions categories:

business travel, employee commuting and waste. Introducing internal carbon

pricing puts a clear financial cost on carbon emissions inside the business which

will be monitored at least annually by the Committee.

Management operates embedded annual cycles to consider the risks, opportunities

and potential impact on business strategy posed by climate change. The Committee

noted the output of a workshop conducted by management during the year (with

input from the Company’s external sustainability advisers) which once again

concluded that climate change does not pose a material risk to the delivery of

ourcorporate strategy. Management continues to focus effort on realising more

opportunities, which are centred on supporting our customers.

Sustainability Committee report continued

92 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Committee areas of focus forFY2027

We anticipate for FY2027 that the Committee will further consider the evolution

ofSoftcat’s sustainability strategy within our guiding principles. Wewill be closely

monitoring the likely trajectory of our environmental performance over the longer

term as we consider the validation of our SBTi targets next year. As already noted,

most of our emissions are in scope 3, so we will continue to engage with our

supply chain to better understand their net zero journeys and what we can do

together to help to influence good outcomes.

Management has presented plans to further improve the ability for our customers

to make sustainable purchasing decisions. These will continue in FY2027 and the

Committee will retain oversight ondevelopment, implementation and key

performance metrics.

Softcat’s strategic framework on sustainability is set out on page 45. Management

will provide updates on the key deliverables under the framework during FY2027,

which will continue the good work already seen. The Company now complies

with all of the recommendations under CFD (see pages 42 and 43) and we intend

to maintain our effort in FY2027 to sustain this level of compliance.

The Committee has been tracking the development of the reporting frameworks

on sustainability, in particular the UK Sustainability Reporting Standards (‘UK SRS’),

which were recently approved by the government. UK SRS is not mandatory and

we note, at the time of writing, that the Financial Conduct Authority (‘FCA’) has recently

published the outcomes of their consultation on how and when listed companies

should ‘comply or explain’ with UK SRS. Supported by our external sustainability

advisers, we have already started a gap analysis of our activities, processes and

disclosures against the elements of UK SRS 1 and UK SRS 2 and have a good

high-level view of what the next steps the Committee will need to consider. UK SRS

will apply from FY2028.

Softcat is proud of its contribution to communities and to improving social

mobility, which is covered in People section on pages 32 to 36. We are

formalising Board-level oversight on our strategy and implementation of social

value in the business. This area is particularly important so we can deliver and

show the additional wider value we can add to society through our community

actions and is becoming an increasingly important deliverable on public sector

contracts. The Committee will receive regular updates on social value

fromFY2027.

Shareholder engagement

More details on sustainability, including

our annual Sustainability Report, can be

found on our website at www.softcat.com/

about-us/sustainability.

If any shareholders would like to raise any

matters with me in respect of the work of

the Committee, please let the Company

Secretary know via cosec@softcat.com.

I will be happy to answer any questions

about the work of the Committee at the

forthcoming AGM.

Robyn Perriss

Chair of the Sustainability Committee

13 October 2026

93Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Allocation of time

Dear shareholder,

Introduction

I am very pleased to present this report

as Chair of Softcat’s Remuneration

Committee (the ‘Committee’). Members

of the Committee are shown in the Board

biographies on pages 66 and 67 and

attendance at Committee meetings for

the year is shown on page 68. This report

explains the work of the Committee

during the year and its key discussions,

decisions, proposals and approvals.

Information about the remuneration

ofDirectors is provided inaccordance

with applicable statutes, regulations

andgood governance.

Remuneration Policy (the ‘Policy’)

We received strong support for the new

Policy which was presented to shareholders

at our AGM in December 2025. A vote in

favour of 96.2% for our Policy demonstrates

that shareholders are fully aligned with

our approach to remuneration and the

role it plays to drive long-term shareholder

value. I thank our shareholders for their

overwhelming support. The changes

made to the Policy more fairly positioned

incentive opportunities for the Group at

the time. However, as the Group continues

to scale and grow, the Committee will

keep in mind that the Policy should

remain fit for purpose, fairly reflecting

any relevant material changes to

thebusiness.

Business performance

Softcat has again delivered a strong

performance, with record underlying

operating profit and excellent progress

against other key financial and operational

measures (see our key performance

indicators on pages 18 and19). This

result is particularly encouraging in light

of the strategic achievements in the year,

notably the delivery of our largest ever

internal IT project and the announcement

of the acquisition of GDT, our largest

acquisition to date. GDT gives us access

to scaled presence in North America and

India, with the opportunity for significant

growth and value creation. In addition

tothe strong strategic and financial

performance, we continue to see

excellent results in our employee

satisfaction and customer engagement

scores. These are important indicators

for Softcat, reflecting our belief that

engaged employees provide excellent

customer service, which drives superior

business performance. The Committee

were also pleased to see the delivery

ofother priority projects, notably making

it easier for our customers to make more

sustainable purchasing decisions.

Remuneration Committee report

A vote in favour of 96.2% for our Policy

demonstrates that shareholders are fully aligned

with our approach to remuneration and the role

it plays to drive long-term shareholder value.

Lynne Weedall

Chair of the Remuneration Committee

Letter from the Chair of the

Remuneration Committee

See our website for

theCommittee’s

responsibilities:

www.softcat.com/

about-us/investor-

centre/governance

Executive remuneration

Remuneration market practice

anddevelopments

Corporate governance

Workforce remuneration

andconditions

94 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Some key performance indicators (‘KPIs’)

demonstrate the strength of the business:

• Gross profit growth: 24.7%

• Underlying operating profit

growth: 19.4%

• Employee net promoter score: 56

• Customer net promoter score: 64

Note:

1. Please see page 23 for an explanation of

underlying measures.

These KPIs reflect the unwavering

commitment and dedication of our

employees, guided by the strategic

vision and leadership of the Executive

Directors as we continue to scale, grow

and deliver long-term value for our

shareholders. Further details on our

KPIsare on pages 18 and 19.

Principles of our remuneration

The Group’s core principles of

remuneration are unchanged:

• to ensure top executives are attracted,

retained and motivated to drive the

Group in its next stage of development;

• to incentivise management in

extending the Group’s leadership in the

IT infrastructure solutions industry; and

• to deliver long-term

sustainable growth.

Remuneration outcomes

duringthe year

Following shareholder approval of

therevised Remuneration Policy in

December 2025, changes in annual

bonus and LTIP opportunities were

implemented in FY2026. The award

andoutcome of this year’s annual bonus

plan (see below) is in line with the

revised Policy.

Softcat delivered excellent financial

andnon-financial performance during

the year, which has been deservedly

reflected in the annual bonus outcomes:

• financial metrics (underlying

operating profit) account for 80%

of the annual bonus for FY2026.

Underlying operating profit of

£215.1m exceeded the maximum

target set by the Committee, leading

to 100% of the maximum annual

bonus for this element being earned

by the Executive Directors; and

• non-financial strategic metrics

account for 20% of the annual

bonusfor FY2026.

Our strategy of having highly engaged

employees, preserving our unique

culture and delivering excellent service

for our customers are some of the key

drivers for our success which result

inour strong financial performance.

TheCommittee therefore considered

that itis appropriate to includes

non-financial metrics in the bonus to

help measure the success of the business.

The Committee assessed actions taken

by management during the year and

noted recommendations from the

Nomination and Sustainability Committees

on the achievements against key

non-financial metrics, including:

• the outcomes of our annual

customerexperience survey and

our employee engagement survey,

together with actions taken to further

maintain engagement;

• work to support our aim to be

a disability inclusive employer,

by improving accessibility in our

workplace; and

• progressing the delivery of solutions

for customers to more easily view

andpurchase sustainable products

and services via Softcat’s digital

selling platforms.

The Committee concluded that strong

performance had been delivered on

thenon-financial metrics and that 91%

ofthe maximum annual bonus for this

element had been achieved by the

Executive Directors.

As a result, the overall annual bonus

outcome this year was 98% of maximum

for each Executive Director.

Awards made under our LTIP have a

three-year vesting period. In late 2025,

the LTIP awards granted in November

2022 to Graham Charlton (who was CFO

at the time of grant) and to Graeme Watt

(who was CEO at the time of grant)

vested. Anindependent vesting report

was prepared by the Committee’s

external remuneration advisers and the

Committee assessed the vesting

outcomes of the LTIPs. The Committee

concluded that:

• the maximum goal had been

achieved in respect of the underlying

earnings per share (‘EPS’) element

ofthe award and therefore this

element vested in full (60% of the

award); and

• the metric in respect of the total

shareholder return (‘TSR’) element

ranked between median and

upperquartile, resulting in an

outcome on this element of 46.6%

ofmaximum (40% of the award).

Accordingly, 78.7% of the total 2022

LTIPaward vested in November 2025.

During the year, the Committee

concluded that all long-term incentive

and annual bonus outcomes were

appropriate and no discretion was

exercised to amend any remuneration

outcomes for the Executive Directors.

This conclusion was reached after

considering relevant matters, such as:

• the performance of the business;

• the overall investor experience,

which the Committee believes over

several years represents exceptional

performance by management; and

• an assessment of the ‘quality of

earnings’ in respect of underlying

operating profit for the year. This

included an assessment of operating

profit, adjusted to remove non-

underlying items, as described in

more detail in note 1 to the financial

statements. The Committee gave this

careful attention, given the quantum

and nature of adjustments included.

The Committee also discussed the

matter in the round, considering the

strong performance of the business

during the year.

The LTIPs granted in 2023 are due to vest

in November 2026, after the publication

of this report. The 60% portion of the

award subject to underlying EPS, based

on FY2026 EPS performance of 82.6p,

has been achieved in full, with this

portion of the award expected to vest

atmaximum. The 40% TSR element

isbased on three-year performance

from the date of grant and so final

performance is not due to be tested

untillate November 2026. Based on

performance to date this element is

currently tracking at 77.3%. We will

perform a final calculation of the TSR

element post-vesting to determine

achievement of that part of the

performance condition and the

finalvesting will be disclosed in

nextyear’s Report on Remuneration.

Inrespect of all LTIPs, the Committee

will,as usual consider all relevant matters

before formally concluding on the

vesting outcome.

95Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Remuneration outcomes

duringthe year continued

GDT acquisition

The Company announced in September

2026 that it had signed an agreement to

acquire GDT, with the transaction expected

to close by the end of the first calendar

quarter of 2027, subject to customary

regulatory filings and approvals. The GDT

acquisition is an exciting step on Softcat’s

journey and provides multiple routes to

value creation for our shareholders.

FY2027 LTIP awards will be granted in

November. Given the material size of the

GDT acquisition and the anticipated impact

it will have on the enlarged Group, the

Committee decided to delay the setting of

the EPS performance conditions until after

the transaction has closed, in order to set

robust and stretching EPS targets for the

enlarged Group. Performance targets will

be disclosed on our website once set and

will be included in next year’s Annual

Report on Directors’ Remuneration.

The Committee is currently in the process

of developing a bespoke incentive plan

forkey members of Softcat and GDT

management to fully align them with the

growth ambitions of the enlarged Group.

Inthe event that the Executive Directors

areincluded in the scheme, we intend to

consult with shareholders.

TSR performance period

After reviewing market practice, the

Committee has agreed that the TSR

performance period for future LTIP

grants will be aligned to our financial

year, replacing the previous practice of

the performance period starting on the

date of grant. This will further simplify

measuring performance over the

three-year vesting period and is

consistent with the approach adopted

by the majority of FTSE-listed companies.

Changes in executive remuneration

and non-executive fees for FY2027

The Committee considered a number of

matters and received updates on proposals

to award rises in basic pay across the

workforce. Following this, the Committee

considered it appropriate to approve a

payrise for FY2027 of 3% for the CEO

and CFO, in line with the increase for the

majority of the workforce.

In respect of the Chairman’s fee, as set

out in last year’s report, a two-stage

approach was agreed, covering FY2026

and FY2027. In line with this approach,

afurther increase of 7.1% will be applied

for FY2027, bringing the Chairman’s fee

to £300,000.

Remuneration Committee report continued

Letter from the Chair of the Remuneration Committee continued

The Non-Executive Directors were

awarded an increase of 3%. This applies

to their base fees and to any additional

fees including chairing a committee and

the role of Senior Independent Director.

What we have done during

theyear

The main activities for FY2026 summarise

the areas of focus for the Committee.

Regular or standing items at each

Committee meeting include:

• approval of Committee minutes and

review of follow-up actions;

• governance updates;

• review of and updates to the

Committee’s terms of reference; and

• review of the outcomes

ofshareholder voting on

remuneration-related resolutions.

The Company Secretary also prepares

atwelve-month rolling plan for the

Committee so that matters can be planned

and considered over the longer term.

96 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Wider workforce context

The Board engages extensively with

employees and devotes much time to

understanding their views and the most

prominent matters which they consider

affect their work. This includes maintaining

an awareness of pay across the business.

This remains important given prevailing

cost-of-living pressures for many. The

Committee received regular updates on

workforce pay and in particular noted

increases awarded for those on the real

living wage and the actions taken by

management to ensure workforce pay

reviews are closely aligned to reflect

individual performance.

Both management and the Committee

are advocates to encourage our employees

to own shares in Softcat. We have operated

a Share Incentive Plan (‘SIP’) since Softcat

floated on the London Stock Exchange

in2015 and employee participation rates

for the partnership share element of the

SIP are well above average. In recognition

of the tremendous contribution of

employees, particularly in this year of

record achievement, the Committee was

delighted to approve a well-deserved

one-off free share award under the SIP

to eligible employees, with awards

based on tenure ranging from £500 to

£3,600 (the maximum permitted under

HMRC rules). Feedback we have received

is that our employees really appreciate

the recognition given to them by the

award, which many offices celebrated to

mark the event of employees becoming

owners in the business at which they so

much enjoy working. We consider the

award will further strengthen the affinity

of our employees to the business and it

gives them a further tangible opportunity

to share in the success they help to

create. It also strengthens the alignment

of interest between our workforce and

its shareholders and we very much

hopeit will serve as an additional

incentive forour dedicated employees

to remain committed to the Group over

the longterm.

A proposal will also be made at the AGM

to be held in December 2026 to introduce

a Save As You Earn plan. This will benefit

our employees based in Ireland who

areunable to participate in our

HMRC-approved SIP.

Looking forward and conclusion

The Committee remains focused

onensuring that our remuneration

arrangements are fit for purpose and

aimed at ensuring alignment of both

shareholders and our management team

as they continue driving the business

forward. These will be kept in mind as

the business continues to scale and

grow. I would like to thank the members

of the Committee and the management

who support the operation of the

Committee for their help and

contribution this year.

The Annual Report on Remuneration

(pages 102 to 112) including this letter,

will be subject to an advisory shareholder

vote at the AGM on 15 December 2026.

Itrust that we will continue to have your

support at our AGM. If shareholders do

wish to discuss any issues in this report,

Ican be contacted via the Company

Secretary at cosec@softcat.com.

Lynne Weedall

Chair of the Remuneration Committee

13 October 2026

Notes:

This report has been prepared in accordance

withSchedule 8 to the Large and Medium-sized

Companies and Groups (Accounts and Reports)

Regulations 2008 as amended and the provisions

of the 2024 Corporate Governance Code and the

UK Listing Rules. The report consists of two sections:

• the Annual Statement by the

RemunerationCommittee Chair; and

• the Annual Report on

Remuneration,incorporating:

− an ‘at a glance’ section summarising our

Remuneration Policy; and

− details of payments made to the Directors

and details of the link between Group

performance and remuneration for the

2026 financial year.

The Chair’s Annual Statement and the Annual

Report on Remuneration will be subject

toanadvisory vote at the AGM to beheld

on15December 2026.

Main activities during FY2026

October 2025

• Final review of Remuneration

Policy for proposal to shareholders

• Approval of the 2025 Annual

Report on Remuneration

• Consideration and approval

of grants of LTIPs to Executive

Directors for FY2026 and other

share-based awards to senior

managers below Board level

• Review and determination of

vesting outcomes for LTIPs

granted in 2022

• Review of impact of share-based

awards on shareholder dilution

• Review and approval of the annual

bonuses awarded to Executive

Directors and Senior Leadership

Team (‘SLT’) members for FY2025

• Consideration of the annual bonus

arrangements for the Executive

Directors and SLT members

for FY2026

• Review of achievement against

share ownership targets for the

Executive Directors

May 2026

• Discussion regarding employee

share ownership

• Workforce pay review

• Review of salaries for the Executive

Directors and SLT for FY2027

• Interim update report on

performance of annual bonus plan

and outstanding LTIPs

• Review of proposed plans for

employee share ownership

in Ireland

• Review of proposal for an award

of free shares under the Softcat

Share Incentive Plan

• Approval to change the LTIP TSR

performance periods for future

grants to align to the financial year

July 2026

• Update on workforce remuneration

• Recommendation to seek

shareholder approval to establish a

Save As You Earn all-employee plan

for employees based in Ireland

• Review of proposed approach to

target setting for FY2027 annual

bonus and LTIP awards

• Review of remuneration

trends and related corporate

governance developments for

listed companies

• Approval of a proposal to grant

an award of free shares to eligible

employees under the Company’s

Share Incentive Plan

97Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Part A – At a glance

Introduction

In this section, we set out a summary of our Remuneration Policy, its link to corporate strategic objectives and the performance

and remuneration outcomes for the 2026 financial year.

Single figure remuneration for our Executive Directors

The table below sets out the single total figure of remuneration and breakdown for each Executive Director in respect of FY2026.

Salary

Taxable

benefits

Pension Bonus

3,4

LTIP

Total

G Charlton (CEO)

4, 5

£675,000 £ 7,787 £33,750 £1,160,250 £559,780 £2,436,567

K Mecklenburgh (CFO)

£455,000 £4,907 £22,750 £670,367 — £1,153,024

Notes:

1. See part B of this report for details of the benefits provided.

2. Further details on the LTIPs which vested and were exercised by Graham are set out in part B of this report.

3. Details of the bonus targets, their level of satisfaction and the resulting bonus earned, including proportion deferred into shares, in FY2026 are set out

inpart B of this report.

4. LTIP awards made on 30 November 2022 to Graham Charlton vested during FY2026. The number of shares awarded was calculated by reference to a

share price of £12.87, which was the prevailing market price of an ordinary share on the business day preceding the grant. Details of the performance

condition (relative TSR and EPS targets) were disclosed in an announcement to the London Stock Exchange at the time of grant.

5. Overall 78.7% of this award vested and as a result of this partial achievement of the performance criteria, nil-cost options over 33,700 shares vested and

were subsequently exercised by Graham during FY2026. The share price at the date of vesting (closing price on 28 November 2025, being the closest

business day to the third anniversary of the grant) was £14.47 and the LTIP value shown above reflects this. The total value shown above comprises

£487,639 (the value of the award at vesting) plus a dividend equivalent of £72,141. The value of the LTIP that is attributable to share price appreciation

between grant and vest is £53,920.

6. Katy Mecklenburgh was appointed CFO in June 2023 and had no LTIP vesting during FY2026.

Summary of FY2026 annual bonus outcomes

Performance condition Weighting

Actual as a %

ofmaximum

opportunity

Annual bonus payout

Graham Charlton Katy Mecklenburgh

Underlying operating profit 80% 100% £945,000 £546,000

Progress on strategic

non-financial metricsandactions 20% 91.11% £215,250 £124,367

Overall outcome 98.22% £1,160,250 £670,367

Our Remuneration Policy and its link to our Group strategy

The Group’s strategy is laid out on pages 14 to 17. Our Remuneration Policy is well aligned to the Group strategy and is reflected

in our core principles of remuneration. The key elements of the Group’s strategy and how its successful implementation is linked

to the Group’s Remuneration Policy are set out below.

Strategic priorities

Remuneration Policy

Generate sector-

leading value

forshareholders

Growth in

profit from

existing customers Win new customers

Equity ownership

and retention

ofshares

Attract, retain and

reward executive team

to deliver thestrategy

Annual bonus

For FY2026:

• the maximum bonus

opportunity is 175% and

150% for the CEO and CFO

respectively; and

• the annual bonus measures

include 80% based on

underlying operating profit

and 20% based on robust

non-financial metrics.

Underlying operating profit

The key performance indicator for the Group. The Committee believes that the Directors should

focus on this key metric during the financial year to maintain high profit growth and the success

ofthe business to deliver value for our shareholders.

Growth in this metric is a direct demonstration of the successful execution of our business strategy,

including winning new customers and growth of profit from existing customers.

Non-financial measures

The Committee also believes in the importance of strategic non-financial metrics to measure the

success of a business. The Committee will consider appropriate measures linked to strategic priorities.

Remuneration Committee report continued

98 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Strategic priorities

Remuneration Policy

Generate sector-

leading value

forshareholders

Growth in

profit from

existing customers Win new customers

Equity ownership

and retention

ofshares

Attract, retain and

reward executive team

to deliver thestrategy

LTIP

For FY2026, the normal

annualaward to the CEO

andCFOis 225% and 180%

ofsalary respectively.

Awards will vest at the end

ofthreeyears.

For FY2026, the performance

conditions for awards comprise

financial and performance

measures, currently:

• 70% based on underlying

earnings per share (‘EPS’)

growth; and

• 30% based on comparative

totalshareholder return (‘TSR’).

EPS and TSR

The success in

maximising profit

growth will be

measured through

the long-term EPS

growth targeted

by the LTIP.

Inaddition,

sustained value

generation will be

reflected in the

share price of the

Company, which

will bemeasured

through the

Company’s TSR

performance

under the LTIP.

TSR

The generation

ofprofit growth

targeted by the

annual bonus

willhelp enhance

the value of the

Group, which

willbemeasured

through the

success of the

Company’s TSR

performance

against

itscomparators.

EPS

An incentive to

grow inthe longer

term is provided

through EPS

growth targeted

by the LTIP. The

success of this

element of the

strategy should

bereflected

inlong-term

TSRperformance.

Share Incentive Plan (‘SIP’)

Minimum shareholding requirements

• CEO: 225% of salary

• CFO: 200% of salary

Directors’ Remuneration Policy

The Directors’ Remuneration Policy was approved by shareholders at the AGM on 15 December 2025, receiving 96% of shareholder

votes in favour. A summary of the policy for the Executive Directors, its implementation during FY2026, and the intended implementation

for FY2027 is set out below. The full policy, including recruitment and leaver provisions, the policy for the Non-Executive Directors,

the acquisition adjustment principles and the change of control policy can be found on pages 116 to126 of the 2025 Annual Report,

which is available at www.softcat.com/about-us/investor-centre/results-centre.

Element Summary of Policy Implementation in FY2026

Implementation

in FY2027

Base salary Base salaries are normally reviewed

annuallyor when there is a change

inposition or responsibility or other

exceptional circumstances.

Increases will normally be in line with the

increases awarded to other employees

inthe Group, but may be above this in

certaincircumstances.

For FY2026 base salaries for the

CEOandCFO were £675,000 and

£455,000respectively.

For FY2027 base

salariesfor the CEO

willbe £695,250 and

£468,650 respectively.

This represents an

increase of 3%, in line with

the general workforce.

Pension The maximum contribution into the defined

contribution plan and/or a salary supplement

in lieu ofpension which is in line with the

wider workforce, which is currently 5%.

5% of salary. No change.

Benefits The Company provides a benefits package

in line with market practice. Executive

Directors receive benefits which include, but

are not limited to, private health insurance,

health cash plan, critical illness, income

protection, dental cover, life insurance

anddeath in service benefit.

Additional benefits may be offered to

ensure theCompany is able to support

theobjective ofattracting and retaining

personnel to deliver theCompany strategy.

All Directors may participate in a salary

sacrifice scheme for electric vehicles for

personal use and commuting.

No change.

99Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Remuneration Committee report continued

Part A – At a glance continued

Element Summary of Policy Implementation in FY2026

Implementation

in FY2027

Annual and

deferred share

bonus plan

(the‘Bonus Plan’)

Maximum opportunity up to 200% of a

participant’s annual base salary. 20% of

thebonus is normally earned for delivering

threshold performance. 100% of the

bonusis earned for delivering maximum

levels of performance.

33% of the bonus will be deferred into

shares forthree years until the relevant

shareholding requirement is met. Where

theguideline is met there will normally

beno deferral. The Committee retains

discretion to determine whether the

shareholding guideline has been met.

The Bonus Plan contains clawback and

malusprovisions.

For FY2026, award levels for the CEO

andCFO were 175% of salary and150%

ofsalary respectively.

Performance measures: 80% on underlying

operating profit and 20% onrobust

non-financial goals.

In the event of a corporate acquisition which

has a material impact, the Committee shall

review the underlying operating profit

targets to ensure they remain relevant

andstretching.

No deferral required once the Directors’

minimum shareholding requirement is met.

No change to award

opportunities or structure

of deferral.

No change to

performance measures.

LTIP The normal maximum award in respect

ofafinancial year is 225% of base salary,

thismay increase to 275% of salary in

exceptional circumstances.

Across the LTIP award, up to 25% of the award

will normally vest for threshold performance.

100% of the award will normally vest for

maximum performance.

Awards will normally vest at the end of a

three-year performance period subject to

satisfaction of the performance conditions as

determined by the Committee prior to grant.

Awards are normally subject to a two-year

holding period post vesting. The total time

period between award and release of shares

is therefore normally five years.

The LTIP contains clawback and

malusprovisions.

Award of 225% and 180% of salary forthe

CEO and CFO respectively.

Measures against TSR (30%) versus the

FTSE350 (excluding investment trusts)

andunderlying EPS (70%).

In the event of a corporate acquisition which

has a material impact, the Committee shall

review the EPS targetsto ensure they remain

relevantand stretching.

No change to

awardopportunities.

No change to

performance measures.

Targets are shown on

pages 102 to 105.

All employee

share plan

The SIP is an all-employee share ownership

plan which has been designed to encourage

all eligible employees to become shareholders

in the Company.

The Executive Directors are eligible to

participate in the SIP (which is in line with

HMRC legislation and open to all eligible

staff). The maximum award level is set in

linewith legislation.

The Executive Directors will also be eligible

to participate in any other all-employee

arrangement implemented by the Company,

on the same terms as other employees.

The Company operated partnership

sharesunder the SIP. All eligible employees,

including the Executive Directors,

mayparticipate.

There was a one-off award of freeshares

under the SIP to all eligibleemployees,

including the Executive Directors.

The Company will

operate partnership

shares under the

SIP.Alleligible

employees,including

the Executive Directors

may participate.

Shareholding

requirements

Shareholding guidelines for the CEO and

CFO are 225% of salary and 200% of salary

respectively over a five-year period.

A post-cessation shareholding requirement

also normally applies whereby executives

must hold the lower of 100% of their

shareholding requirement oractual holding

for two years post stepping downfrom

theBoard.

Shareholding requirement includes shares

owned by the Executive Director, shares

which have vested, butwhich remain subject

to a holding period and/or clawback and

unvested shares, which are not subject to

afurther performance condition, on anet

oftax basis.

No change.

Directors’ Remuneration Policy continued

100 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Element Summary of Policy Implementation in FY2026

Implementation

in FY2027

Chair and

Non-Executive fees

Non-Executive Directors are paid an

annualfee and additional fees for additional

responsibilities or time commitments.

Fees are normally reviewed annually

although thismay not result in an increase.

Non-Executive Directors and the Chairman

do notparticipate in any variable

remuneration arrangements. Non-Executive

Directors and theChairman do not currently

participate in benefits arrangements, with

the exception of benefit programmes

available to employees which have the

purpose ofreducing environmental

emissions.

Reasonable additional benefits may be

introduced and/or provided if considered

appropriate and it should be noted, as

previously reported, that the Committee

agreed the current Chairman shall continue

to receive his health benefits following

hisretirement as CEO.

Non-Executive Directors may participate in

asalary sacrifice scheme for electric vehicles

for personal use and commuting.

The Company will pay reasonable expenses

incurred by the Non-Executive Directors

andthe Chairman and may settle any tax

incurred in relation to these.

Chairman fee: £280,000.

Board fee: £66,200.

Senior Independent Director fee: £14,040.

Committee Chair fee (per Committee): £15,600.

Fee for the Designated Director forWorkforce

Engagement (whichincludes Chair of the

Nomination Committee): £15,600.

Chairman fee: £300,000.

Board fee: £68,186.

Senior Independent

Director fee: £14,461.

Committee Chair fee

(perCommittee): £16,068.

Fee for the Designated

Director for Workforce

Engagement (which

includes Chair of

theNomination

Committee): £16,068.

The Chairman fee

increase of 7.1%

represents the second

stage of the increase

outlined in the

previousreport.

Other fees represent

anincrease of 3%,

inlinewith the

generalworkforce.

Malus and clawback

The following describes the malus and clawback provisions which apply to the Company’s incentive plans:

• Malus is the reduction or cancellation of unpaid bonus, outstanding LTIP awards and unvested deferred share bonus awards

under the Bonus Plan as a result of the occurrence of one or more circumstances listed below. The adjustment may result in the

value being reduced up to and including zero.

• Clawback is the recovery of payments under the Bonus Plan or vested LTIP awards as a result of the occurrence of one or more

of the circumstances listed below.

The circumstances in which malus and clawback could apply are:

• the discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or

the audited accounts of any Group members; and/or

• the discovery that the assessment of any performance target or condition in respect of a bonus award or LTIP award was based

on error, or inaccurate or misleading information; and/or

• the discovery that any information used to determine the number of ordinary shares subject to a bonus award or LTIP award

was based on error, or inaccurate or misleading information; and/or

• the action or conduct of a holder of a bonus award or LTIP award which, in the reasonable opinion of the Board, amounts to

fraud or gross misconduct; and/or

• events or behaviour of a holder of a bonus award or LTIP award leading to the censure of the Company by a regulatory

authority or having a significant detrimental impact on the reputation of the Company, provided that the Board is satisfied

that the relevant holder of a bonus award or LTIP award was responsible for the censure or reputational damage and that the

censure or reputational damage is attributable to him or her; and/or

• the Company, or entities representing a material proportion of the Group, becomes insolvent or otherwise suffers a

corporate failure.

Annual Bonus Plan Deferred Share Bonus Plan Long Term Incentive Plan

Malus Up to the date of payment

ofacashbonus

To the end of the three-year

deferralperiod

To the end of the three-year

vestingperiod

Clawback Three years post the

bonusdetermination

n/a Two years post-vesting

A three-year clawback period following the determination of an annual bonus and a two-year period post-vesting of an LTIP award

is considered appropriate on the basis that it is reasonable to assume that the circumstances in which clawback may apply would be

discovered within these periods and is in line with UK market practice. In line with the UK Corporate Governance Code requirements,

the Committee also confirms that there was no application of malus and clawback provisions in the reporting period.

101Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Part B – Annual report on remuneration

Single total figure of remuneration (audited)

Executive Directors (audited)

The table below sets out the single total figure of remuneration and breakdown for each Executive Director in respect of FY2026

and FY2025.

Salary

Taxable

benefits

Pension Bonus

LTIP

Total

2026

£’000

2025

£’000

2026

£’000

2025

£’000

2026

£’000

2025

£’000

2026

£’000

2025

£’000

2026

£’000

2025

£’000

2026

£’000

2025

£’000

G Charlton (CEO) 675.0 585.0 7. 8 5.9 33.8 29.2 1,160.3 792.5 559.8 334.0 2,436.7 1,746.6

K Mecklenburgh (CFO)

455.0 381.1 4.9 4.3 22.8 19.1 670.4 516.3 — — 1,153.1 920.8

Notes:

1. See section below setting out details of the benefits provided.

2. Details of the bonus targets, their level of satisfaction and the resulting bonus earned, including any proportion deferred into shares in FY2026 are set out

below.

3. Further details on the LTIPs which vested and were exercised by Graham Charlton are set out below.

4. Katy Mecklenburgh was appointed CFO in June 2023 and no LTIPs vested for her either during FY2025 or FY2026.

Taxable benefits

Benefits in the year for the Executive Directors comprised health benefits such as private health insurance, health cash plan,

critical illness, income protection and dental and life cover. Figures are reported where appropriate.

Pension entitlements (audited)

The Group operates a defined contribution pension scheme which the Executive Directors can participate in, or they can take

acash supplement in lieu of pension.

In FY2026, Graham Charlton and Katy Mecklenburgh were entitled to 5% of salary either as an employer pension contribution into

the defined contribution scheme or as a pension cash allowance. This is in line with employer pension contributions available for

the general workforce.

None of the Directors receive an entitlement under a defined benefit plan.

FY2026 annual bonus outcomes (audited)

In respect of FY2026, the bonus awards payable to Executive Directors were agreed by the Committee, having carefully reviewed:

• financial performance (80% weighting): the Committee considered the Group’s year-end results and any relevant associated

factors in respect of underlying performance; and

• non-financial performance (20% weighting): the Committee considered progress against key actions in respect of non-financial

actions (employee engagement, customer satisfaction, sustainability and improving workplace accessibility for existing and

prospective disabled employees) and noted the ongoing strong performance.

The performance measures and targets under the Annual and Deferred Bonus Plan for FY2026 and the extent to which they were

satisfied are set out below:

Performance condition Weighting Threshold Target Maximum Actual

Actual as

a % of

maximum

opportunity

Annual bonus payout

Graham

Charlton

Katy

Mecklenburgh

Underlying operating profit

80% £173.9m £183.0m £201.3m £215.1m 100% £945,000 £546,000

Progress on strategic

non-financial metrics

andactions 20% See below 91.11% £215,250 £124,367

Overall outcome 98.22% £1,160,250 £670,367

Portion of overall

outcomepaid incash

£1,160,250 £670,367

Portion of overall outcome

deferred intoshares

£0 £0

Notes:

1. Following review, the Committee confirmed that no adjustment was required to take account of the contribution of Oakland Group Services Ltd during the

year, given that this did not materially affect the actual performance outcome.

2. In respect of the annual bonus, in line with the current Remuneration Policy, 33% of the award is deferred into shares if the Executive Director has not

mettheir minimum shareholding requirements. Once the minimum shareholding requirements is met, there is no deferral. Both Graham and Katy have

met their respective minimum shareholding requirements at year end and hence there is no deferral for FY2026 and the bonus will be paid 100% in cash.

See page 107 for further detail on the current shareholding levels of the Executive Directors.

Remuneration Committee report continued

102 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Non-financial measures

Priorities and rationale for selection Achievements and outcome

Employee engagement

Maintain our high level of success

onemployee engagement. Highly

engaged employees are vital to

thesuccess of Softcat. We receive

frequent feedback that our culture

isthe vital ingredient to providing

outstanding service which helps

toretain and delight our existing

customers and to win new customers.

The Committee set a target at the beginning of the financial year for industry-leading employee

net promoter scores (‘NPS’) to be achieved in the all-employee survey for the year. The employee

NPS for this year’s survey was 56, which is an excellent result and above market norms. This is

above target but below the maximum achievement set by the Committee. The Committee also

took into account other relevant factors as part of its determination, including the below.

• Management sought regular employee feedback with the annual engagement survey and

through quarterly management surveys. The results of each survey were discussed with the

Board/Nomination Committee, together with management’s plans which addressed areas

of concern.

• An action plan was created and followed up from the annual survey results.

• Overall employee engagement remained high at 91%.

• The Group once again achieved excellent external rankings and awards for its workplace

environment (see the People section on pages 32 to 36).

Customer satisfaction

Continue our attention on

market-leading customer excellence.

Customer excellence is a vital

underpin to our strategy to acquire

more customers and to sell more

toexisting customers.

The Committee set a target at the beginning of the financial year for industry-leading customer

NPS to be achieved in the annual customer satisfaction survey. The customer NPS for this year’s

survey was 64, which is an excellent result, above market norms and at the maximum of the target

set by the Committee. The Committee also took into account other relevant factors as part of its

determination, including the below.

• Management undertook its most extensive ever annual customer experience survey 6,671

respondents in FY2026 (compared to 6,089 in FY2025).

• An impressive level of customer satisfaction was achieved at 98%.

• The Board reviewed the results of the customer survey and management’s plan to make

improvements for even better customer service.

Sustainability

Identify and progress plans for

sustainable solutions available to

customers to view and purchase

viaSoftcat’s digital platforms.

Thisincludes considering functionality

that supports customers in meeting

their overall environmental targets.

• Management developed a plan which was presented to the Sustainability Committee to

create a dedicated sustainability digital destination where customers can access sustainable

solutions and support customers to achieve their own sustainability goals. Theplan also

demonstrated how management will gain better traction to work with vendors to develop

credible sustainable product information with quantified metrics.

• Management provided a progress update to the Sustainability Committee on work in

Softcat’s supply chain to determine the criteria for eco-labelling and circular solutions.

TheSustainability Committee noted the planned work to have the solutions made available

forcustomers on the Company’s digital selling platform (‘eCat’).

• The Sustainability Committee noted plans to create a dedicated area on eCat with the ability

to present eco-labelling, sustainable solutions and functionality that supports customers to

meet their overall environmental targets.

• The Sustainability Committee was pleased with the progress being made by management

during the year and the next steps which had already been resourced and planned. The

Sustainability Committee concluded, on behalf of the Remuneration Committee, that strong

performance had been attained with maximum achievement in respect of this element of

the bonus.

Employee disability inclusiveness

Set out a plan to demonstrate

ongoing improvements to

employeeexperience and inclusion

for existing and prospective

employees with disabilities.

• Management developed a plan with the support of Softcat’s People & Workplaces team

which was discussed with the Nomination Committee. Under the plan, management started

work with the Business Disability Forum, using the Disability Smart framework, to shape the

Company’s approach and to support our ambition to be fully disability inclusive by 2030.

• A number of actions have been agreed under the framework and are being progressed.

ForFY2026, this focused on workplace accessibility, including the introduction of a workplace

adjustments policy. Further support is being rolled out; for example, providing training to line

managers on how to handle adjustment requests from disabled employees in their team.

• Additional support and guidance has also been provided to our events team to ensure

allSoftcat events consider accessibility issues and any adjustments which may be needed

foremployees.

• Softcat operates an Empowering Disability and Neurodiversity network (‘EDN’) for employees

and the plan included seeking their feedback. The EDN gave constructive feedback and

suggestions, which have been incorporated into the plan.

• The Nomination Committee was pleased with the plan and with the actions taken and

planned. The Nomination Committee concluded, on behalf of the Remuneration Committee,

it was satisfied that strong performance had been delivered with maximum achievement for

this element of the bonus.

103Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Single total figure of remuneration (audited) continued

Non-financial measures continued

In respect of the non-financial measures, the Committee agreed at the beginning of the performance period a range of illustrative

outcomes to consider at threshold, target and maximum to determine whether meaningful progress had been made across

themetrics. This would be taken into account along with any other relevant actions or progress. The Committee reviewed the

illustrative outcomes against the progress made at the end of the performance period, to ensure that a fair and comprehensive

review of progress had been undertaken. The Committee concluded, overall, that excellent customer satisfaction and employee

engagement outcomes were delivered and that tangible progress had been made on the sustainability and employee inclusivity

metrics. The Committee determined an award of 91.11% of the maximum opportunity in respect of these measures.

No discretion was exercised by the Committee in relation to the outcome of any part of the annual bonus awards.

Long-term incentives vested in FY2026 (audited)

Awards under the Group’s LTIP granted in November 2022 to Graham Charlton and to Graeme Watt (at which time Graeme was

CEO) vested and were exercised in FY2026. Katy Mecklenburgh was appointed CFO in June 2023 and so did not participate in

this LTIP. Vesting of the awards was subject to the following performance conditions (which were disclosed at the time of grant):

Measure Weighting Details

Underlying EPS 60% • No vesting of this element for underlying EPS at end of performance period

ofbelow 55.8p

• 20% vesting (threshold) for achieving 55.8p

• 67% vesting for achieving 59.6p

• Full vesting for achieving 67p or above

• Straight-line vesting between 20% and 67% and between 67% and full vesting

Relative TSR – assessed against

the constituents of the FTSE 250

(excluding real estate and equity

investment trusts)

40%

• No vesting for below median performance against the comparators

• 30% vesting (threshold) for median performance

• Full vesting for upper quartile performance

• Straight-line vesting between threshold and full vesting

Underlying EPS for FY2025 was 69.1p (diluted) per share and this element of the performance condition was achieved in full. TSR

was ranked between median and upper quartile and as a result 46.6% of this element of the performance condition was achieved.

Overall vesting was therefore 78.7% of maximum. Following formal review by the Committee, no discretion was applied to the

LTIP vesting outcome.

As a result of the partial achievement of performance conditions, the table below details the LTIP granted in November 2022, the

number of shares lapsed and the number vested and exercised. When Graeme retired as CEO on 31 July 2023, the Committee

treated him as a ‘good’ leaver and he retained his LTIP awards subject to pro-rating from the date of retirement to the respective

vesting dates.

Director

LTIP options granted

in November 2022 LTIP options lapsed

LTIP options vested

and exercised

G Watt

64,266 53,033 11,233

G Charlton 42,844 9,144 33,700

Note:

1. The lapsed options shown for Graeme Watt consist of 3,048 shares which lapsed as the performance condition was not achieved in full and 49,985 shares

which lapsed due to pro-rating on his retirement as CEO.

Vested LTIP awards are subject to a two-year holding period post-vesting in line with our Remuneration Policy.

The share price at the date of vesting (closing price on 28 November 2025, being the closest business day to the third anniversary

of the grant) was £14.47 and the LTIP value shown above reflects this. The total value shown above comprises £487,639 (the value

of the award at vesting) plus a dividend equivalent of £72,141. The value of the LTIP that is attributable to share price appreciation

between grant and vest is £53,920.

Remuneration Committee report continued

Part B – Annual report on remuneration continued

104 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Long-term incentives vesting in FY2027

Awards under the Group’s LTIP granted in November 2023 to Graham Charlton and Katy Mecklenburgh will vest on 23 November 2026,

following publication of this report. Vesting of the awards is subject to the following performance conditions (which were disclosed

at the time of grant):

Measure Weighting Details

Underlying EPS 60% • No vesting of this element for EPS at end of performance period

ofbelow 59.1p

• 20% vesting (threshold) for achieving 59.1p

• 67% vesting for achieving 66.1p

• Full vesting for achieving 71.8p or above

• Straight-line vesting between 20% and 67% and between 67% and

full vesting

Relative TSR – assessed against

theconstituents of the FTSE 250

(excluding real estate and equity

investment trusts)

40%

• No vesting for below median performance against the comparators

• 30% vesting (threshold) for median performance

• Full vesting for upper quartile performance

• Straight-line vesting between threshold and full vesting

2023 awards are based 60% on underlying EPS performance and 40% on TSR performance. Based on our underlying EPS performance

for FY2026 (see note 1 to the consolidated financial statements) of 82.6p (diluted), the maximum EPS target hasbeen achieved.

TSR performance will be assessed to the third anniversary of awards. Based on our current share price performance, it is likely that

this element will vest between threshold and maximum and based on TSR performance to 15September 2026 the estimated TSR

vesting is currently tracking at 77.3% of maximum, giving an overall estimated vesting outcome of c.91% of maximum. It will be

necessary to perform a final calculation of the TSR element post-vesting, assessing Softcat’s performance against the comparator

group to determine achievement of that part of the performance condition. In respect of all LTIPs, the Committee will, as usual

consider all relevant matters before formally concluding on the vesting outcome. Based on the current estimated vesting levels

and the three-month average share price to 31 July 2026 of £17.39, this award would have a value of £1,086k for Graham Charlton

(excluding dividend equivalents) and £708k for Katy Mecklenburgh (excluding dividend equivalents). Of these amounts, £312k

and £203k are attributable to share price appreciation for Graham Charlton andKaty Mecklenburgh, respectively.

Non-Executive Directors (audited)

The table below sets out the single total figure of remuneration and breakdown for each Non-Executive Director.

Non-Executive Director 2026 fees 2026 other 2025 fees 2025 other Roles

G Watt

£280,000 £165,321 £238,960 £243,437 Chairman

L Weedall £97, 40 0 — £93,654 — Chair of the Remuneration Committee and Chair

ofthe Nomination Committee

M Prakash £66,200 — £63,654 — Independent Non-Executive Director

J Ferguson £80,240 — £77,15 4 — Senior Independent Director

R Perriss £97, 400 — £88,313 — Independent Non-Executive Director, Chair of the

Audit and Risk Committee and the Chair of the

Sustainability Committee

Note:

1. Graeme’s Chairman fee for the year was £280,000. 2025 and 2026 ‘other’ for Graeme relate to the gain on the exercise of LTIPs which were awarded to him

when he was CEO. As previously reported, Graeme continues to receive his health benefits as Chairman. The cost of providing this cover during FY2026

and other P11D benefits was £4,853. This figure is included in ‘other’.

Payments to past Directors/payments for loss of office (audited)

There were no payments for loss of office made to Directors or to past Directors in the year.

Graeme Watt share awards as former CEO

Graeme Watt was appointed Non-Executive Chairman with effect from 1 August 2023. Prior to that he was CEO and participated

in Softcat’s LTIP and Annual Bonus Plan, which included awards of deferred shares. As previously explained, the Committee

approved that Graeme’s outstanding LTIPs when he retired as CEO would be pro-rated for time served and that the deferred

bonus shares shall not be pro-rated. LTIP and deferred share awards made in 2022 to Graeme vested during FY2026.

Details of Graeme’s 2022 LTIP awards are set out above on page 104.

All of the 2022 deferred share awards over 31,555 ordinary shares vested and were exercised by Graeme during FY2026.

Theshare price at the time of exercise was approximately £14.29 per share, resulting in a gain of approximately £450,776.

Executive Director participants in the LTIP and deferred share awards may also receive a cash payment representing the value

ofdividends (a dividend equivalent) on the shares over the performance period. A cash dividend equivalent payment was made

to Graeme upon vesting of both the 2022 LTIP and 2022 deferred share awards of £14,805 and £41,589 respectively.

105Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Scheme interests awarded (audited)

Long Term Incentive Plan awarded in FY2026 (audited)

On 27 November 2025, the following annual awards of nil-cost options under the Group’s Long Term Incentive Plan (‘LTIP’) were

made to the CEO and CFO.

Director Award type

Basis of award

(% of salary)

Face value

of award

Number

of shares

granted

Date of

grant

Date of

vesting

price

G Charlton

Nil-cost options 225% 1,518,747 107,789 27/11/25 27/11/28 £14.09

K Mecklenburgh Nil-cost options 180% 819,000 58,126 27/11/25 27/11/28 £14.09

Notes:

1. Graham’s award consists of 95,812 shares (200% of salary) granted on 27 November 2025 and an additional 11,977 shares (25% top up) which was added

tothe initial award in December 2025 after the approval of the Remuneration Policy by shareholders at the 2025 AGM.

2. The share price used to determine the award (including the above top-up) was calculated by reference to the prevailing market price of an ordinary share

on the business day prior 27 November 2025.

30% of the award is subject to the Company’s relative TSR performance against the FTSE 350 (excluding investment trusts) over

athree-year performance period to the end of FY2028 and 70% subject to underlying EPS targets at the end of the period.

Theseconditions are set out below:

Measure Weighting Details

Underlying EPS 70% • Nil vesting of this element for underlying EPS for FY2028 of less than 74.1p

• 25% vesting (threshold) for achieving 74.1p

• 62.5% vesting for achieving 80.2p

• Full vesting for achieving 91.9p or above

• Straight-line vesting between 25% and 62.5% and between 62.5% and full vesting

Relative TSR – assessed

against the constituents of

the FTSE 350 (excluding

investment trusts)

30%

• Nil vesting for below median performance against the comparators

• 25% vesting (threshold) for median performance

• Full vesting for upper quartile performance

• Straight-line vesting between threshold and full vesting

• TSR performance is assessed over the three-year period from the date of grant

The EPS targets were set following the end of the 2025 financial year based on an assessment of the business and were included

in the 2025 Annual Report on Remuneration.

Deferred Bonus Plan awarded in FY2026 (audited)

On 27 November 2025, awards under the Group’s Deferred Bonus Plan (‘DBP’) were made as set out below, in respect of achievement

under the Annual Bonus Plan in FY2025. Deferred shares are not subject to further performance conditions and vest following a three-year

holding period, subject to continued employment.

Director Award type

Face value

of award

Number

of shares

granted

Date of

grant

End of

deferral

period

price

G Charlton Nil-cost options 402,509 28,567 27/11/25 27/11/28 £14.09

K Mecklenburgh Nil-cost options 262,215 18,610 27/11/25 27/11/28 £14.09

Note:

1. The share price used to determine the award was calculated by reference to the prevailing market price of an ordinary share on the business day prior to the award.

Long Term Incentive Plan to be awarded in FY2027

Vesting of the awards will be subject to the following performance conditions:

Measure Weighting Details

Underlying EPS 70% • Please see below

Relative TSR – assessed

against the constituents of

the FTSE 350 (excluding

investment trusts)

30%

• No vesting for below median performance against the comparators

• 25% vesting (threshold) for median performance

• Full vesting for upper quartile performance

• Straight-line vesting between threshold and full vesting

• TSR performance is assessed over the three-year period from FY2027

Remuneration Committee report continued

Part B – Annual report on remuneration continued

106 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

As set out in the Chair letter, the Committee has approved an LTIP grant in respect of FY2027 to the Executive Directors. In line

with our Policy, the LTIP award will be 225% of salary and 180% of salary for the CEO and CFO respectively. These awards will be

granted in November 2026. The Company announced in September 2026 that it had signed an agreement to acquire GDT, with

the transaction expected to close by the end of the first calendar quarter of 2027, subject to customary regulatory filings and

approvals. However, given the material size of the acquisition and the anticipated impact it will have on the enlarged Group, the

Committee considered it appropriate delay the setting of the EPS performance conditions until once the transaction has closed

inorder to set robust and stretching EPS targets that reflect the enlarged group. Performance targets will be disclosed on our

website once set and will be included in next year’s Annual Report on Directors’ Remuneration.

Share Incentive Plan (‘SIP’)

The Company announced in FY2026 the award of free shares to all eligible employees in service on 28 July 2026 (415,700 shares,

FY2025: Nil). The free shares were awarded under the SIP. Participating employees who remain in service are required to hold the

shares until the third anniversary of the award date. Graham Charlton and Katy Mecklenburgh were each awarded 176 free shares.

The Executive Directors, along with all eligible employees, may purchase partnership shares under the SIP. Graham Charlton

purchased 123 partnership shares and Katy Mecklenburgh purchased 124 partnership shares during the year. The total SIP

holdings are included in the table below.

Statement of Directors’ shareholding and share interests (audited)

Other shares held

Options

Shareholding

requirement

met?

Director

Shareholding

requirement

(% of salary)

Current

shareholding

(% of salary)

Beneficially

owned

LTIP interests

subject to

performance

conditions

Deferred

shares not

subject to

performance

conditions

Vested and

unexercised Unvested Exercised

Executive Directors

G Charlton 225 555 164,420

231,334 63,221 — — — Yes

K Mecklenburgh 200 296

52,658

138,612 32,110 — — — Yes

Non-Executive Directors

G Watt n/a n/a 176,905 n/a 25,546 — — — n/a

J Ferguson n/a n/a 3,038 n/a n/a n/a n/a n/a n/a

M Prakash n/a n/a — n/a n/a n/a n/a n/a n/a

L Weedall n/a n/a 1,300 n/a n/a n/a n/a n/a n/a

R Perriss n/a n/a 15,000 n/a n/a n/a n/a n/a n/a

Notes:

1. The Committee has adopted formal shareholding guidelines that encourage the Executive Directors to build up, over a five-year period, and then

subsequently hold, a shareholding equivalent to at least 225% of base salary for the CEO and 200% of base salary for the CFO. The shareholding

requirement is calculated as follows:

− shares owned by the Executive Director (and their associates) count towards the ownership target;

− shares which have vested, but which remain subject to a holding period and/or clawback, count towards the ownership target;

− unvested shares, which are not subject to a further performance condition, count towards the ownership target on a net of tax basis. This includes

deferred awards under the annual bonus plan; and

− unvested awards and unexercised options which have performance conditions attached do not count towards the ownership target.

2. This is based on a closing share price of £19.30 on 31 July 2026 and the year-end salaries of the Executive Directors. The calculation includes the value of

deferred shares not subject to performance conditions on a net of tax basis, based on the tax rates applicable on 31 July 2026. Values are not calculated

for Non-Executive Directors as they are not subject to executive shareholding requirements.

3. This includes investment in partnership shares under the SIP. Graham purchased 23 partnership shares between the year end and the date of this report

and Katy purchased 23. Graham and Katy were both awarded 176 free shares in September 2026 as part of SIP free share award. Neither of these are

included above. There have been no other changes in beneficial ownership of shares between the year end and the date of this report.

4. This is in respect of previous awards of nil-cost options granted under the Deferred Share Bonus Plan.

5. All Directors subscribed to purchase ordinary shares during the equity fund raise in connection with the acquisition of GDT in September 2026. The shares will

be allotted and issued to the Directors following the announcement of the preliminary results and when Softcat is in an open dealing period. Each Director

has given a non-binding indication of the following number of shares, which have not been included in the current shareholdings above: Graeme Watt (5,291),

Graham Charlton (529), Katy Mecklenburgh (1,322), Jacqui Ferguson (529), Mayank Prakash (2,645), Lynne Weedall (1,058) and Robyn Perriss (1,058).

107Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Comparison of overall performance and pay

The graph below shows the value of £100 invested in the Company’s shares since listing compared with the FTSE 250 index.

Thegraph shows the total shareholder return generated by both the movement in share value and the reinvestment over the

same period of dividend income.

The Committee considers that the FTSE 250 is the appropriate index because the Company has been a member of this since the

first review of the index since the IPO. This graph has been calculated in accordance with the Regulations and covers the ten-year

period to the end of the current financial year.

Chief Executive’s historical remuneration

The table below sets out the total remuneration delivered to the Chief Executive valued using the methodology applied to the

single total figure of remuneration.

Chief Executive 2026 2025 2024 2023 2022 2021 2020 2019 2018 2017

G Charlton

Total

singlefigure

£2,436,567 £1,746,627 £1,607,879 — — — — — — —

G Watt

— — — £1, 837, 361 £2,8 67,13 4 £2,588,093 £991,372 £919,518 £305,539 —

M Hellawell

— — — — — — — — £532,716 £774,908

G Charlton Annual bonus

payment level

achieved

(%ofmaximum

opportunity)

98 90 78 — — — — — — —

G Watt

— — — 83 96 100 72 100 100 —

M Hellawell

— — — — — — — — 100 100

G Charlton LTIP vesting

levelachieved

(%of maximum

opportunity)

79 65 92 — — — — — — —

G Watt

— — — 97 100 n/a n/a n/a n/a n/a

M Hellawell

— — — n/a n/a n/a n/a n/a n/a n/a

Note:

1. Martin Hellawell and Graeme Watt retired as Chief Executive on 31 March 2018 and 31 July 2023 respectively.

Relative importance of the spend on pay

The table below sets out the relative importance of spend on pay in the 2026 financial year. All figures provided are taken from

therelevant Group accounts.

Disbursements

from profit in 2026

financial year

Disbursements

from profit in 2025

financial year

Profit distributed by way of dividend £92.5m £95.7m

Total tax contributions

£88.1m £71.5m

Overall spend on pay, including Executive Directors £297.6m £239.0m

Note:

1. Includes corporation tax and employer’s National Insurance contributions. The total tax contributions have been included because of the size of the

contributions in comparison to other payments.

Remuneration Committee report continued

Part B – Annual report on remuneration continued

01/08/2016

01/02/2017

01/08/2017

01/02/2018

01/08/2018

01/02/2019

01/08/2019

01/02/2020

01/08/2020

01/02/2021

01/08/2021

01/02/2022

01/08/2022

01/02/2023

01/08/2023

01/02/2024

01/08/2024

01/02/ 2025

01/08/2025

01/02/2026

01/08/2026

£0

£100

£200

£300

£400

£500

£600

£700

£800

£900

£1,000

SoftcatFTSE 250

108 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

CEO pay ratios

The UK Government requires certain companies with over 250 employees to disclose annually the ratio of their CEO’s single

figure total remuneration to that of the UK workforce. CEO pay ratio data is presented below for 2026, with comparative figures

since 2019, which were disclosed in previous Directors’ Remuneration Reports. The data shows how the CEO’s single figure

remuneration for 2026 (as taken from the single figure remuneration table) compares to equivalent single figure remuneration

forfull-time equivalent UK employees, ranked at the 25th, 50th and 75th percentiles.

Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2026 Option A 70:1 45:1 27:1

2025 Option A 59:1 37:1 21:1

2024 Option A 57:1 37:1 21:1

2023 Option A 72:1 44:1 24:1

2022 Option A 100:1 64:1 36:1

2021 Option A 89:1 57:1 32:1

2020 Option A 33:1 21:1 12:1

2019 Option A 35:1 22:1 12:1

The Government’s methodology of Option ‘A’ has been used to calculate the remuneration of 3,314 employees (FY2025: 2,636)

who were employed on the assessment date of 31 July for each respective financial year. All individuals in employment at this date

were included in the calculation, with applicable components of individual remuneration annualised for employees not employed

for the full twelve months. This option was selected given as it was considered to be the most efficient and robust approach in

respect of gathering the required data and in particular was considered to be the most accurate way of identifying the best

equivalents of the 25th, 50th and 75th percentiles.

We calculated our total remuneration for full-time equivalent employees to include:

• annual salary and allowances;

• annual bonus earnings (for the period relating to the respective financial year);

• gains realised from exercising awards granted under the SIP or LTIP share plans; and

• the value of taxable benefits (including pension contributions).

The increase in ratio after 2020 primarily reflects the value of LTIP awards which vested and were exercised by the relevant CEO.

No LTIPs had vested up to 2020. Further information on the Company’s remuneration philosophy, its approach to reward across

the business and how this aligns with executive remuneration is provided in the letter from the Chair of the Committee on pages

94 to 97.

Pay in respect of the CEO and UK workforce is shown in the table below.

CEO

All employees

(See single figure table, page 102) 25th percentile Median 75th percentile

2026 salary £675,000 £26,661 £32,000 £50,044

2026 total pay £2,436,567 £34,813 £54,361 £91,581

109Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Alignment of CEO pay and wider employee pay

The Committee has oversight of workforce remuneration and related policies across the Group and takes this into account when

setting remuneration for the CEO, CFO and the Senior Leadership Team. The table below summarises the remuneration

alignment between the CEO and the wider workforce.

Softcat CEO Below Board level

Base salary For FY2027, the CEO will receive an increase in base

salary of 3%.

Base is set reflecting the responsibilities of the role

andsupporting the attraction and retention of

talentedemployees.

For FY2027, a 3% salary increase across workforce,

with higher or lower percentages depending

onperformance.

Base is set reflecting the responsibilities of the role

and supporting the attraction and retention of

talented employees.

Variable pay Overall remuneration includes a higher level of variable

pay to incentivise and reward performance and increase

the focus on driving shareholder value.

Share-based long-term incentives operate to drive

performance over a longer period and increase

alignment to driving shareholder value.

Bonus plans and commission schemes operate to

incentive and reward performance.

Selected senior managers participate in share-based

long-term incentives to drive performance over a

longer-term period.

Taxable

benefits

Benefit packages are broadly aligned with those

ofotheremployees.

Benefit packages are broadly aligned across the

Group for all employees.

Pension Pension contribution of up to 5% of salary, in line with

rateapplicable to the workforce.

Pension contribution of up to 5% of salary.

ownership

Shareholding targets are in place to strengthen

alignment with shareholders.

All eligible employees may participate in the Share

Incentive Plan (‘SIP’) to broaden share ownership and

sharein Softcat’s success.

All eligible employees may participate in the SIP

tobroaden share ownership and share in Softcat’s

success. All eligible employees were given a free share

award under the SIP in FY2026 to reward contribution

and strengthen alignment with shareholders.

Executive Director contracts and letters of appointment for Chairman and Non-Executive Directors

Executive Directors

Name Date of service contract Nature of contract

Notice periods

Compensation

provisions for

early termination

From

Company

From

Director

G Charlton 29 October 2015 Rolling Twelve months Twelve months None

K Mecklenburgh 1 December 2022 Rolling Twelve months Twelve months None

Non-Executive Directors

Name Date of letter of appointment

G Watt 11 July 2022

R Perriss 21 May 2019

L Weedall 21 March 2022

M Prakash 31 July 2023

J Ferguson 31 July 2023

Note:

The Committee’s policy for setting notice periods is that a twelve-month period will apply for Executive Directors.

The Non-Executive Directors (including the Chairman) do not have service contracts. The Non-Executive Directors are appointed

by letters of appointment. Each independent Non-Executive Director’s term of office runs for a three-year period. The Chairman

issubject to three months’ notice from either the Company or the Chairman. The other Non-Executive Directors do not have

notice periods.

The initial terms of the Non-Executive Directors’ positions are subject to their re-election by the Company’s shareholders at the

AGM and to re-election at any subsequent AGM at which the Non-Executive Directors stand for re-election. All Directors who

wish to be re-elected will be put forward for re-election by shareholders on an annual basis.

Remuneration Committee report continued

Part B – Annual report on remuneration continued

110 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Committee governance and considerations of pay across the Group

The Board has delegated to the Committee, under agreed terms of reference, responsibility for the Remuneration Policy and

fordetermining specific packages for the Executive Directors, other selected members of the senior management team and the

Chairman’s fee. The Group consults with key shareholders in respect of the Remuneration Policy and the introduction of new

incentive arrangements.

The terms of reference for the Committee are available on the Group’s website, www.softcat.com/about-us/investor-centre/

governance, and from the Company Secretary at the registered office.

Our main responsibilities are:

• to determine and agree with the Board the broad Remuneration Policy for the Executive Directors and other selected

members of the senior management team;

• to review the ongoing appropriateness and relevance of the Remuneration Policy; and

• to review any major changes in employee benefit structures throughout the Group and to administer all aspects of any

share scheme.

The Committee receives assistance from the Company Secretary, who attends meetings. The Chief Executive Officer, the Chief Financial

Officer, the Chief People Officer and the Head of Reward, Payroll and People Services attend by invitation and when appropriate.

The remuneration strategy for all employees is determined in terms of best practice and ensuring that the Group is able to attract

and retain the best people. In setting the Remuneration Policy for Directors, the pay and conditions of other employees of the Group

are taken into account, including any base salary increases awarded and the level of employer pension contribution. During the year,

the Committee received updates on pay and benefits across the general workforce and a wider briefing on external pay trends.

TheCommittee also reviews and approves the remuneration structure for the management-level tier below the Executive Directors

and the proposed framework for annual pay rises and uses this information to ensure consistency of approach.

The Group does not use remuneration comparison measurements. A formal employee forum has been established within the business

where staff can raise any issue they feel to be relevant with the Designated Non-Executive Director for Workforce Engagement

(Lynne Weedall). There are also regular employee engagement meetings led by the CEO and CFO. The Non-Executive Directors

also between them engage directly with each of the Softcat offices and report back to the Board following their engagements.

The Committee Chair directly engaged with employee representatives on a number of topics including the Group’s remuneration

philosophy. Feedback from some employees indicated a good interest in participating in employee share schemes. All employees

have base pay, certain employment benefits and a pension plan and Softcat operates a Share Incentive Plan for all eligible

employees. The Committee regularly reviews our approach to employee share ownership and most employees own shares

inSoftcat following an allocation of free shares under the Share Incentive Plan in 2026.

Workforce engagement and regular updates received by the Committee on pay throughout the business provides further

assurance that executive remuneration is well aligned with the Group’s wider philosophy on pay, particularly in respect of the

importance of setting appropriate benchmarks for fixed pay and on the importance of variable pay as an incentive to drive

stretching performance. The Committee believes there is strong alignment between executive pay, wider workforce pay, the

Group’s culture and strategy.

Illustrations of the application of the Remuneration Policy

The charts below illustrate the remuneration that would be paid to each of the Executive Directors for the 2027 financial year

under three different performance scenarios: (i) minimum; (ii) in line with expectations; and (iii) maximum. The elements of

remuneration have been categorised into three components: (i) fixed; (ii) annual bonus (including deferred bonus); and (iii) LTIP.

In line with the regulations on policy scenarios, we have also included an additional reference point to show indicative share price

growth of 50% over three years (being the performance period of the LTIP) at maximum.

Graham Charlton Katy Mecklenburgh

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Minimum In line with

expectations

Maximum Maximum

(including

50% share

price growth)

Minimum In line with

expectations

Maximum Maximum

(including

50% share

price growth)

100%

100% 39%

28%

35% 29%

51%

41%

33%

24% 20%

738

497

1,270

2,044

2,465

2,128

3,519

4,301

35% 21%

35%

28%

55%

44%

17%

28%

37%

Total (£000)

Fixed

Bonus

LTIP

111Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Illustrations of the application of the Remuneration Policy continued

The table below sets out the assumptions used to calculate the elements of remuneration for each of the scenarios set out in the

charts on the previous page.

Element Description Minimum

In line with

expectations Maximum

Maximum including

50% share price growth

Fixed

Salary, benefits and pension Included Included Included Included

Annual bonus

Annual bonus (including any

deferredshares)

Maximum opportunity of 175%

ofsalary for the CEO and 150%

fortheCFO

No annual

variable

50% of the

maximum bonus

100% of the

maximum bonus

100% of the

maximum bonus

LTIP

2,3

Award under the LTIP of 225%

ofsalaryfor the CEO and 180%

fortheCFO

No LTIP 50% of the

maximum award

100% of the

maximum award

100% of the

maximum award

plus 50% share

price growth

Notes:

1. Based on FY2026 benefits values as per the single figure table. Salaries and pension entitlement reflect expected FY2027 values for the CEO and CFO.

2. Share price growth has been included in the final illustration in accordance with required regulations. Dividend equivalents have not been added to the

deferred share bonus and LTIP share awards.

3. Participation in the SIP has been excluded given the relative size of the opportunity levels.

Statement of voting at general meeting

The table below shows the binding vote approving the Directors’ Remuneration Policy at the 2025 AGM and the advisory vote on

the Annual Report on Remuneration at the 2025 AGM.

Votes for % Votes against % Votes withheld

Directors’ Remuneration Policy (2025 AGM) 149,824,459 96.28 5,793,081 3.72 630,318

Annual Report on Remuneration (2025 AGM) 152,984,593 97.94 3,222,497 2.06 40,768

Statement of consideration of shareholder views

The Committee takes the views of the shareholders seriously and these views are taken into account in shaping Remuneration

Policy and practice. Shareholder views are considered when evaluating and setting the remuneration strategy and the Committee

commits to consulting with key shareholders prior to any significant changes to its Remuneration Policy.

The Remuneration Policy was last approved by shareholders at the Company’s Annual General Meeting held in December 2025

and prior to that time the Committee had consulted with its major shareholders on the Policy revisions which had been proposed.

Shareholder support remains strong for the remuneration practices of the Group and both the resolutions for the Remuneration

Policy and the advisory vote for the Annual Report on Remuneration at the 2025 received high levels of votes in favour. Given

there have been no material changes in the remuneration approach in the last year and the ongoing high level of support from

shareholders, the Committee did not consider it was necessary or appropriate to consult with its shareholders on executive

remuneration since the most recent Policy was approved.

Advisers to the Remuneration Committee

During the financial year, Deloitte advised the Committee on all aspects of the Remuneration Policy for Executive Directors and

selected members of the senior management team. Deloitte was appointed as the Committee’s adviser in 2025. The Committee

is satisfied that no conflict of interest exists or existed in the provision of Deloitte’s services.

Deloitte is a member of the Remuneration Consultants Group and adheres to its Voluntary Code of Conduct which is designed to

ensure objective and independent advice is given. During FY2026, Deloitte also provided tax advisory and compliance services,

technology and business resilience support, transaction and corporate advisory services, and other consulting services. Fees of

£108,500 (excluding VAT) (2025: £124,000) were received by Deloitte for materially assisting the Committee.

Lynne Weedall

Chair of the Remuneration Committee

13 October 2026

Remuneration Committee report continued

Part B – Annual report on remuneration continued

112 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Directors’ report

The following is the report of the Directors of the Company for the financial year

ended31July 2026.

Non-Financial and Sustainability Information Statement

In accordance with Sections 414CA and 414CB of the Companies Act 2006, the following chart summarises where you can find

further information in this Annual Report on each of the key areas of disclosure that these sections require.

Environmental, social and

employee-related matters

• We provide disclosure on Softcat’s environmental commitments, including reporting on the

Climate-related Financial Disclosures (‘CFD’). Our Green teams continue to raise awareness

of the importance of environmental issues through their activities.

• Our positive and inclusive culture, as well as good employee engagement, is integral to

Softcat’s success. Both the Board and management understand this and a considerable

amount of time is spent ensuring these are maintained.

• We discuss each of these areas in the Social Value section and in the CFD and Sustainability

section on pages 30 to 56. This includes the sustainability disclosures required to comply

with the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations

2022 (SI 2022/31). Please also see the Governance Report on pages 64 to 119.

Human rights and

anti-bribery-related matters

• Human rights abuse and modern slavery risks are not considered a material issue for

the Company.

• We operate anti-bribery, corruption and tax evasion procedures which support compliance

with the UK Bribery Act and other legislation.

• We discuss each of these areas in the Social Value section on pages 30 to 37.

Diversity policy

and approach

• We put great importance on the positive benefits that diversity of gender, ethnicity,

experience, background and viewpoints bring to the business.

• We support numerous initiatives to help improve diversity and inclusion. Progress on these

is monitored by both senior management and the Board. The Board acknowledges there is

more we need to do to improve diversity in areas of our business and we will continue with

our efforts.

• We discuss our approach to diversity in the Social Value section on pages 30 to 37, and in

the Nomination Committee Report on pages 87 to 90.

Business model, policies,

principal risks and KPIs

• We operate a business model which includes non-financial factors. Our business model is

underpinned by our simple and consistent strategy framework.

• Risks, including financial and non-financial risks, are monitored by management and by the

Audit and Risk Committee. The Audit and Risk Committee also considers the key internal

controls for the business.

• The Board regularly reviews both financial and non-financial KPIs, which are relevant for

monitoring the performance of the business and have a clear link to delivering against our

strategy. We disclose performance against our key KPIs.

• We discuss our business model on pages 8 and 9 and key risks on pages 60 to 62 and

selected KPIs are reported on pages 18 and 19. Our strategy is discussed in various places

inthe Strategic Report, including pages 14 to 17.

Directors’ Report

The Directors present their report for the year to 31 July 2026.

Softcat plc is a public company limited by shares, incorporated in England and Wales, and its shares are traded on the equity

shares (commercial companies) segment of the Main Market of the London Stock Exchange.

113Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Disclosures incorporated by reference

For the purposes of compliance with Disclosure Guidance and Transparency Rules (‘DTR’) DTR 4.1.5 R (2) and DTR 4.1.8 R,

therequired content of the ‘Management Report’ can be found in the Strategic Report and this Directors’ Report. The following

disclosures required to be included in this Directors’ Report have been incorporated by way of reference to other sections

ofthisreport and should be read in conjunction with this report:

• Corporate Governance Statement – refer to page 64 of this report;

• statement explaining how the Directors have had regard to the need to foster the Group’s business relationships with suppliers,

customers and others, and the effect of that regard, including on the principal decisions taken by the Group during the financial

year – refer to pages 24 to 29 of this report;

• strategy and relevant future developments – refer to pages 10 to 17 of the Strategic Report; and

• financial risk management objectives and policies – refer to the Risk Management’ section included in the Strategic Report

onpages 57 to 62 and note 24 to the financial statements.

The information in respect of the Non-Financial Reporting Directive appearing in this Directors’ Report is also incorporated

byreference as required in the Strategic Report.

Directors of the Company

The following Directors have held office since 1 August 2025:

Name Position Date of appointment

G Watt Chairman Appointed as Chief Executive on 1 April 2018 and Chairman

on 1 August 2023

G Charlton Chief Executive Appointed Chief Financial Officer on 19 March 2015 and

ChiefExecutive on 1 August 2023

K Mecklenburgh Chief Financial Officer Appointed 19 June 2023

R Perriss Independent Non-Executive Director Appointed 1 July 2019

L Weedall Independent Non-Executive Director Appointed 3 May 2022

M Prakash Independent Non-Executive Director Appointed 1 September 2023

J Ferguson Independent Non-Executive Director Appointed 1 January 2024

Biographies of the Directors as at 13 October 2026 can be found on pages 66 and 67.

Powers of Directors

The general powers of the Directors are contained within UK legislation and the Company’s Articles of Association (the ‘Articles’).

The Directors are entitled to exercise all powers of the Company, subject to any limitations imposed by the Articles or

applicablelegislation.

Directors’ interests

The interests of the Directors in the issued shares of the Company at 31 July 2026 are disclosed in the Remuneration Report

onpage 107. The Remuneration Report also sets out details of any changes in those interests between the year end and up to

thedateof this report.

No Director had a material interest in any contract of significance with the Group at any time during the financial year.

Appointment and replacement of Directors

The rules about the appointment and replacement of Directors are contained in the Articles. They provide that Directors may

beappointed by ordinary resolution of the members or by a resolution of the Directors. Any Director so appointed must retire

and put themselves forward for election at the next Annual General Meeting (‘AGM’). Directors wishing to continue to serve

asmembers of the Board will seek re-election annually in accordance with the UK Corporate Governance Code (the ‘Code’).

In accordance with the Code, at the 2026 AGM, all Directors will stand for re-election.

Indemnification of Directors

The Directors have the benefit of an indemnity provision contained in the Articles. The provision was in force during the year

ended 31 July 2026 and remains in force and relates to certain losses and liabilities which the Directors may incur to third parties

in the course of acting as Directors of the Company. In addition, Directors and officers of the Company and its subsidiaries are

covered by directors’ and officers’ liability insurance.

Directors’ report continued

114 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Compensation for loss of office

and change of control

There are no agreements in place

withany Director that would provide

compensation for loss of office or

employment resulting from a change

ofcontrol. Change of control provisions

for the Group’s share plans may cause

options and awards granted under such

plans to vest on a takeover.

The Company is not party to any other

significant agreements that take effect

after, or terminate upon, a change

ofcontrol.

Articles of Association

The Articles may be amended by a

special resolution of the members.

Atthe AGM held on 12 November 2015,

shareholders approved by special

resolution the amended Articles which

took effect at the date of the initial public

offering (‘IPO’) on 18 November 2015.

Share capital and control

The Company’s ordinary issued share

capital as at 31 July 2026 was 196,891,493

ordinary shares of 0.05p each, which

have a listing on the equity shares

(commercial companies) segment of

theMain Market on the London Stock

Exchange. The ordinary share class

represents over 99.9% of the Company’s

total issued share capital.

In addition to the ordinary shares, the

Company also has a class of 18,933

deferred shares which were created

following the share capital reorganisation

at IPO and which are not admitted to

trading on a regulated market.

Shares acquired through the Group’s

share schemes and plans rank equally

with the other shares in issue and have

no special rights. The Group has a Share

Incentive Plan Trust (‘SIP Trust’) for the

benefit of employees of the Group.

Asat31 July 2026, the SIP Trust held

106,596 shares (2025: 116,539) awarded

to employees as part of the free share

award made in 2015. A further 425,516

shares (2025: 388,425) were held on

behalf of employees who have taken

part in the Group’s voluntary partnership

share purchase programme. The SIP

Trust also held 51,041 unallocated

shares(2025: 51,041).

During the year ended 31 July 2026,

share options were exercised pursuant

to the Long-Term Incentive Plan and the

Annual and Deferred Bonus Plan, resulting

in the additional listing and allotment

of297,392 new ordinary shares.

Subsequent to the financial year end, the

Company allotted 18,730,158 new

ordinary shares in connection with a

placing and a retail offer to part-fund

theacquisition of GDT. This additional

allotment has not been reflected in

theshare capital balances reported

forthe period.

Holders of ordinary shares are entitled

to attend and speak at general meetings

of the Company, and to appoint one or

more proxies and, if they are corporations,

corporate representatives who are

entitled to attend general meetings

andto exercise voting rights.

The deferred shares carry no voting rights

or rights to receive any of the profits of

theGroup available for distribution by way

of dividend or otherwise. On a return of

capital on awinding up of the Group (but

not otherwise), the holder is entitled only

to the repayment of the amount paid up

on that share after payment of the capital

paid up on each other share in the capital

of the Company and the further payment

of £10,000,000 on each such share. The

deferred shares represent less than 0.01%

of the Company’s total issued share capital.

Further information on the Company’s

issued share capital can be found in note

20 to the financial statements.

The Company passed the following

resolutions on 15 December 2025:

• an ordinary resolution providing the

Directors with authority to:

(i) allot ordinary shares up to a

maximum nominal amount of

£33,324, to be reduced by the

nominal amount allotted or

granted under paragraph (ii)

below in excess of such sum; and

(ii) allot ordinary shares up to a

maximum nominal amount of

£66,648 in connection with a

pre-emptive offer by way of a

rights issue, such amount to be

reduced by any allotments made

under paragraph (i) above;

• special resolutions providing the

Directors with authority to:

(i) allot shares or sell treasury shares

for cash up to a maximum nominal

amount of £9,997 (with additional

authority for the purposes of

making a follow-on offer up to

anadditional aggregate amount

equal to 20% of any allotment

under the resolution); and

(ii) allot shares or sell treasury shares

forcash up to a maximum nominal

amount of £9,997 (with additional

authority for the purposes of making

a follow-on offer up to an additional

aggregate amount equal to 20% of

any allotment under theresolution),

in connection withan acquisition

orother capital investment,

otherwise than to existing shareholders

pro-rata to their shareholding; and

• a special resolution providing the

Directors with authority to make

market purchases of up to 19,994,626

of the Company’s ordinary shares.

These authorities are due to expire

attheCompany’s AGM to be held on

15December 2026 and proposals for the

renewal of the authority to allot ordinary

shares and to make market purchases of

the Company’s own ordinary shares are

set out in the Notice of the Annual

General Meeting.

During the year the Company completed

a share buyback programme which

repurchased a total of 3,352,161 ordinary

shares for an aggregate consideration

of£45m, including stamp duty and

expenses. This represented 1.67% of

theissued share capital of the Company

when the programme commenced.

Thevolume weighted average price of

the shares repurchased was 1,333.082p

per share. All shares purchased under

the programme were cancelled. The

Company does not hold any shares

intreasury.

The Directors will consider, in line with

Board’s capital allocation framework,

(see pages 74 and 75) the most

appropriate way to return excess cash to

shareholders. The Directors will consider

exercising the authority in respect of the

purchase of the Company’s own shares

in the best interests of shareholders to

allow the flexibility to react promptly

where such market purchases may

bedesirable.

There are no restrictions on the transfer

or limitations on the holding of ordinary

shares and no requirements to obtain

approval prior to any transfers other

than: certain restrictions which may from

time to time be imposed by laws and

regulations (for example, insider trading

laws); pursuant to the Market Abuse

Regulation and the Company’s own rules

whereby Directors and certain employees

of the Company require the approval

ofthe Company to deal in the ordinary

shares; and pursuant to the Articles

where there is default in supplying the

Company with information concerning

interests in the Company’s ordinary

shares. There are no special control

rights in relation to the Company’s

ordinary shares.

There are no agreements between

holders of securities that are known

tothe Company which may result in

restrictions on the transfer of securities

or on voting rights.

115Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Substantial shareholders

The substantial shareholdings in the table below represent those interests notified to the Company as at 31 July 2026 in

accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, and those holdings

mayhave changed since notification to the Company.

As at 31 July 2026 As at 13 October 2026

Ordinary

Voting

rights

Ordinary

Voting

rights

Pete r Ke lly

64,948,778 32.99% 71,053,778 32.95%

JPMorgan Asset Management Holdings Inc.

10,926,595 5.55% — —

Mawer Investment Management Limited 9,943,553 5.05% 9,943,553 4.61%

Capital Group 9,938,753 5.05% 9,938,753 4.61%

Note:

1. Holdings as at 13 October 2026 include any increases as a result of a shareholder participating in an equity issue of 18,730,158 ordinary shares

(representing 9.5% of the issued ordinary share capital of the Company prior to the equity issue) in September 2026 to part-fund the acquisition of GDT.

Voting rights have been recalculated to reflect the increased share capital following the equity issue.

2. The ordinary shares held by Peter Kelly include shares held beneficially via various entities or connected persons.

3. On 13 October 2026, JPMorgan Asset Management Holdings Inc. notified the Company that its shareholding had fallen below the minimum notification threshold.

Principal shareholder and

Relationship Agreement

Set out below is a statement describing

the Relationship Agreement entered into

by Softcat plc with its principal shareholder

(the ‘Relationship Agreement’). As at

13October 2026, Peter Kelly, the founder

of Softcat plc, held approximately 33%

ofthe issued ordinary share capital of

theCompany.

On 13 November 2015, Softcat plc and

Peter Kelly entered into the Relationship

Agreement. The principal purpose of the

Relationship Agreement is to ensure that

the Group will be capable of carrying on its

business independently of Peter Kelly and

certain persons deemed to be connected

with him (‘Connected Persons’).

Pursuant to the Relationship Agreement,

Peter Kelly, inter alia:

• shall procure that all transactions,

agreements or arrangements

entered into between the Group and

Peter Kelly (or any of his Connected

Persons) are conducted on an

arm’s length basis and on normal

commercial terms. Peter Kelly shall

abstain from voting on any resolution

relating to a transaction with Peter

Kelly (or any of his Connected

Persons) as the related party; and

• shall (and shall procure that each of

his Connected Persons shall): (i) not

take any actions that would reasonably

be expected to have the effect of

preventing the Group from complying

with its obligations under the UK

Listing Rules or be prejudicial to the

Group’s status as a listed company

orthe Group’s eligibility forlisting;

(ii)not propose or procure the proposal

of a shareholder resolution that would

circumvent or appear to circumvent the

proper application of the UK Listing

Rules; and (iii) not exercise his voting

rights or other rights to procure any

amendment to the Articles which

would be contrary to the maintenance

of the Group’s independence,

including its ability to operate and

make decisions independently

from Peter Kelly, or otherwise

inconsistent with the provisions

oftheRelationshipAgreement.

Furthermore, it is agreed that for so

longas Peter Kelly (together with any

ofhis Connected Persons) holds 10%

ofthe issued share capital in Softcat plc,

heshall be entitled to appoint one

Non-Executive Director, although

nosuch Director has been appointed

todate.

The Relationship Agreement will remain in

effect for so long as: (a) Peter Kelly (and/or

any of his Connected Persons) holds at

least 10% of the issued share capital; and

(b) the ordinary shares are admitted to the

equity shares (commercial company)

segment of the Official List maintained

by the Financial Conduct Authority.

The Group has and, in so far as it is

aware, Peter Kelly and his Connected

Persons have complied with the

independence provisions set out in the

Relationship Agreement from the date

ofthe agreement.

Risk regarding

financialinstruments

The financial risk management objectives

and policies are disclosed in note 24

tothe financial statements.

Research and development

The Group did not carry out any

research and development activities

during the 2026 financial year (2025: £Nil).

Political donations

The Company did not make any political

donations during the 2026 financial

year(2025: £Nil).

A resolution to authorise the Company

to make political payments up to an

aggregate amount of £100,000 has been

included for shareholder consideration

in the Notice of AGM for 2026. The Group

does not intend to make any payments

to political organisations or to incur

other political expenditure; however, this

resolution has been proposed to ensure

there is authority under the wide definition

used in the Companies Act 2006 of

matters constituting political donations.

Greenhouse gas emissions

andenergy consumption

Information relating to the following

isdetailed in the CFD and Sustainability

section on pages 38 to 56 of the

Strategic Report including:

• greenhouse gas emissions; and

• energy consumption and

energyefficiency.

Corporate social responsibility

Details on our commitment to corporate

social responsibility can be found in the

report on Social Value on pages 30 to 37

of the Strategic Report.

Directors’ report continued

116 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Equality and diversity

The Group operates an equal

opportunities policy which aims to treat

individuals fairly and not to discriminate

on the basis of gender, disability,

race,national or ethnic origin, sexual

orientation or marital status. Applications

for employment are fully considered

ontheir merits, and employees are

givenappropriate training and equal

opportunities for career development

and promotion.

The Group is committed to ensuring that

adequate policies and procedures are in

place to enable disabled applicants to

receive training to perform safely and

effectively and to provide development

opportunities to ensure they reach their

full potential. Where an individual becomes

disabled during their employment, we

will seek to provide, wherever possible,

continued employment on normal terms

and conditions.

Adjustments will be made to the

environment and duties or, alternatively,

suitable new roles within the business

will be secured with additional training

where necessary.

Details of the Group’s gender and

ethnicity breakdown are given in the

Social Value section on page 31.

We place considerable value on the

involvement of employees and continue

to keep them informed on matters

affecting them as employees. This is

undertaken through a variety of methods

including, but not limited to, regular

meetings, team briefings, emails and

theintranet. Lynne Weedall serves as

theDesignated Non-Executive Director

for Workforce Engagement.

At team meetings, managers are

responsible for ensuring that information

sharing, discussion and feedback take

place on a regular basis. As a result of

these meetings, management can

communicate the financial and economic

factors affecting the business and

ensure that the views of employees are

taken into account in Group decisions

which are likely to affect their interests.

Post-balance sheet events

Dividend

The Board recommends a final ordinary

dividend of 21.6p per ordinary share

tobe paid on 21 December 2026 to

allordinary shareholders who were

onthe register of members at the close

of business on 13 November 2026.

Shareholders will be asked to approve

the final dividend at the AGM on

15December 2026.

The Group’s dividend and distributions

policy is detailed in the Governance

Report on page 75.

Requirements of the UK Listing Rules

The following table provides references to where the information required by UK Listing Rule 6.6.1R is disclosed:

UK Listing Rule requirement Location in Annual Report

A statement of the amount of interest capitalised during the period under review

anddetailsof any related tax relief.

Not applicable.

Information required in relation to the publication of unaudited financial information. Not applicable.

Details of any long-term incentive schemes and Directors’ interests. Directors’ Remuneration Report,

pages 94 to 112.

Details of any arrangements under which a Director has waived emoluments

oragreedtowaive any future emoluments, from the Group.

Directors’ Remuneration Report,

pages 94 to 112.

Details of any non-pre-emptive issues of equity for cash. Directors’ Report, page 115.

Details of any non-pre-emptive issues of equity for cash by any unlisted major

subsidiaryundertaking.

No such share allotments.

Details of parent participation in a placing by a listed subsidiary. Not applicable.

Details of any contract of significance in which a Director is or was materially interested. Not applicable.

Details of any contract of significance between the Company (or one of its subsidiaries)

andacontrolling shareholder.

Not applicable.

Details of waiver of dividends by a shareholder. Not applicable.

117Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Auditor

Ernst & Young LLP (‘EY’) has signified

itswillingness to continue in office as

auditor and the Group is satisfied that

EYis independent and that there

areadequate safeguards in place to

safeguard its objectivity. A resolution

toreappoint EY as the auditor will be

proposed at the 2026 AGM.

Subsidiaries and branches

The Group operates five subsidiary

companies: one in the UK, one in

Germany, one in Canada and two

companies in the United States of

America. Softcat also has branches in

Australia, the United States of America,

the Netherlands, Singapore, Hong Kong

and Ireland.

Going concern

The Group and Company financial

statements have been prepared on a

going concern basis. The Directors’

assessment is based on detailed trading

and cash flow forecasts, using the same

assumptions and methods as the

viability assessment.

The going concern assessment covers

atleast the twelve-month period from

the date of the signing of the financial

statements, and the going concern basis

is dependent on the Group maintaining

adequate levels of resources to operate

during theperiod. To support this

assessment, detailed trading and cash

flow forecasts were prepared for the

18-month period to 31 January 2028.

Based on the going concern assessment

(which is provided in note 1 of the

financial statements), the Directors have

areasonable expectation that the Group

has adequate resources to continue in

operational existence for at least twelve

months from the date of approval

ofthese financial statements. For this

reason, they continue to adopt the

goingconcern basis in preparing

thefinancial statements.

Disclosure of information

to the auditor

The Directors in office at the time of

approval of the Directors’ Report are

listed on pages 66 and 67 and have

each confirmed that:

• so far as they are aware, there is no

relevant audit information of which

the Group’s auditor is unaware; and

• they have taken all the steps that

he or she ought to have taken as a

Director to make himself or herself

aware of any such relevant audit

information and to establish that the

auditor is aware of that information.

This confirmation is given and should

be interpreted in accordance with

the provisions of Section 418 of the

Companies Act 2006.

2026 Annual General Meeting

The Company’s 2026 AGM will

takeplace on 15 December 2026

attheCompany’s registered office:

Softcatplc, Fieldhouse Lane,

Marlow,Buckinghamshire SL7 1LW.

The Chairman of the AGM intends for

apoll to be called in respect of each

oftheresolutions to be voted on at the

AGM. In the event of a show of hands

every holder of ordinary shares who

ispresent in person or by proxy at a

general meeting has one vote on each

resolution and, on a poll, every holder

ofordinary shares who is present in

person or by proxy has one vote on

eachresolution for every ordinary share

of which he/she is the registered holder.

The Notice of AGM specifies deadlines

for exercising voting rights. The Notice

of AGM can be found in the Investor

Centre section of the Group’s website,

www.softcat.com, and is being posted

atthe same time as this Annual Report.

The Notice of AGM sets out the business

of the meeting and provides explanatory

notes on all resolutions. Separate

resolutions are proposed in respect

ofeach substantive issue.

A holder of ordinary shares may usually

vote personally or by proxy at a general

meeting. Any form of proxy must be

delivered to the Company not less than

48 hours before the time appointed

forholding the meeting or adjourned

meeting at which the person named in

the appointment proposes to vote (for

this purpose, the Directors may specify

that no account shall be taken of any

partof a day that is not a working day).

Acorporation which is a holder of ordinary

shares in the Company may authorise

such persons as it thinks fit to act as its

representatives at a general meeting.

No holder of ordinary shares shall

beentitled to attend or vote, either

personally or by proxy, at a general

meeting in respect of any ordinary share

if any call or other sum presently payable

to the Company in respect of such

ordinary share remains unpaid or in

certain other circumstances specified

inthe Articles where there is default in

supplying the Company with information

concerning interests in the Company’s

ordinary shares. The results of each of

the resolutions to be voted on at the

2026 AGM will be published to the

London Stock Exchange and will be

available on the Group’s website.

The AGM is the principal forum for

communication with private shareholders

and the Directors recognise its important

role. The Chairman of the Board and the

Chairs of the Committees, together with

the other Directors, will be available to

answer shareholders’ questions at the

meeting. Additionally, shareholders

willbe given the opportunity to submit

questions via email to the Directors

ahead of the meeting. Questions may

besubmitted to cosec@softcat.com

orby letter addressed to the Company

Secretary at the registered office.

Questions should be received up to

24hours in advance of the meeting and

aresponse will be provided. Further

information and requirements can be

found within the Notice of AGM.

Directors’ report continued

118 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governance

Strategic report

Statement of Directors’

responsibilities in relation

tothefinancial statements

The Directors are responsible for

preparing the Annual Report and

thefinancial statements in accordance

with applicable United Kingdom law

andregulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law the Directors

have elected to prepare the Group’s

financial statements in accordance with

UK-adopted International Accounting

Standards (‘IFRSs’). Under company

lawthe Directors must not approve the

financial statements unless they are

satisfied that they give a true and fair

view of the state of affairs of the Group

and of the profit or loss of the Group

forthat period.

In preparing these financial statements

the Directors are required to:

• select suitable accounting policies

in accordance with IAS 8 Accounting

Policies, Changes in Accounting

Estimates and Errors and then apply

them consistently;

• make judgements and accounting

estimates that are reasonable

and prudent;

• present information, including

accounting policies, in a manner that

provides relevant, reliable, comparable

and understandable information;

• provide additional disclosures

when compliance with the specific

requirements in IFRSs is insufficient

to enable users to understand the

impact of particular transactions,

other events and conditions on

the Group’s financial position and

financial performance;

• state that UK-adopted International

Accounting Standards have been

followed, subject to any material

departures disclosed and explained

in the financial statements; and

• prepare the financial statements on

the going concern basis unless it is

inappropriate to presume that the

Group will continue in business.

The Directors are responsible for

keeping adequate accounting records

that are sufficient to show and explain

the Group’s transactions and disclose

with reasonable accuracy at any time

thefinancial position of the Group and

enable them to ensure that the Group

financial statements comply with the

Companies Act 2006. They are also

responsible for safeguarding the assets

of the Group and hence for taking

reasonable steps for the prevention and

detection of fraud and other irregularities.

Under applicable law and regulations,

the Directors are also responsible for

preparing a Strategic Report, Directors’

Report, Directors’ Remuneration Report

and Corporate Governance Statement

which comply with applicable laws and

regulations. The Directors are responsible

for the maintenance and integrity of

thecorporate and financial information

included on the Group’s website.

Fair and balanced reporting

Having taken advice from the Audit

andRisk Committee, the Board

considers that the Annual Report

andAccounts, taken as a whole, is fair,

balanced and understandable and that

itprovides theinformation necessary

forshareholders to assess the Group’s

position and performance, business

model and strategy.

Responsibility statement

pursuant to FCA’s Disclosure

Guidance and Transparency

Rule4 (‘DTR 4’)

Each Director of Softcat plc (whose

names and functions appear on pages

66 and 67) confirms that (solely for the

purpose of DTR 4) to the best of his or

her knowledge:

• the financial statements, prepared

in accordance with UK-adopted

International Accounting Standards

give a true and fair view of the assets,

liabilities, financial position and profit

of the Group;

• the Annual Report, including the

Strategic Report, includes a fair

review of the development and

performance of the business and the

position of the Group, together with

adescription of the principal risks

and uncertainties that they face; and

• they consider the Annual Report and

Accounts, taken as a whole, is fair,

balanced and understandable and

provides the information necessary

for shareholders to assess the

Group’s position, performance,

business model and strategy.

The responsibility statement has been

approved by the Board of Directors and

is signed on its behalf by:

Graham Charlton

Chief Executive Officer

13 October 2026

Katy Mecklenburgh

Chief Financial Officer

13 October 2026

The Directors’ Report has been

approved by the Board of Directors

andis signed on its behalf by:

Luke Thomas

Company Secretary

13 October 2026

119Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Independent auditor’s report

To the members of Softcat plc

Opinion

In our opinion:

• Softcat plc’s group financial statements and parent company financial statements (the “financial statements”) give a true and

fair view of the state of the group’s and of the parent company’s affairs as at 31 July 2026 and of the group’s profit for the year

then ended;

• the group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally

Accepted Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Softcat plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended

31 July 2026 which comprise:

Group Parent company

Consolidated statement of financial position as at 31 July 2026 Company statement of financial position as at 31 July 2026

Consolidated statement of profit and loss and other

comprehensive income for the year then ended

Company statement of changes in equity for the year then ended

Consolidated statement of changes in equity for the year

thenended

Related notes A to T to the financial statements including

material accounting policy information

Consolidated statement of cash flows for the year then ended

Related notes 1 to 30 to the financial statements, including

material accounting policy information

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law

andUK adopted international accounting standards. The financial reporting framework that has been applied in the preparation

of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101

“Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

abasis for our opinion.

Independence

We are independent of the group and parent in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have

fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and

weremain independent of the group and the parent company in conducting the audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and parent

company’s ability to continue to adopt the going concern basis of accounting included:

• understanding management’s process and controls related to the assessment of going concern;

• reviewing the underlying terms, including covenant requirements, of the revolving credit facility entered into during the period

by examination of executed documentation;

• checking the arithmetical accuracy of the cash flow forecast models and assessing the Group’s historical forecasting accuracy;

• obtaining management’s going concern models which included a base case (testing for consistency with the board approved

three-year plan), a severe yet plausible downside cash flow scenario, and a reverse stress test covering the going concern

assessment period. This also included assessing management’s scenario reflecting the expected completion of the acquisition

of GDT, as announced on 17 September 2026, and the associated stress testing. These forecasts include an assessment

of available cash balances and available revolving credit facilities as well as understanding how the impact of the ongoing

macro-economic uncertainty had been reflected in the forecasts;

• considering the downside scenarios, including the reverse stress case, identified by management, independently assessing

whether there are any other scenarios which should be considered, and assessing the quantum of the impact on the available

cash flows of the downside scenarios in the going concern period;

• challenging management’s assumptions within the cash flow forecasts in relation to the forecast revenue growth rates,

operating cost inflation and working capital in the going concern period, including searching for sources of contradictory

evidence in our assessment of management’s forecasting, such as assessing historical budgeting accuracy and comparing

theforecast with analyst expectations and other external data sources;

120 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

Conclusions relating to going concern continued

• challenging management’s reverse stress test scenario, including comparison to historic growth rates, analyst expectation and

other external data sources to corroborate that this scenario is considered remote;

• assessing the reasonableness of management’s potential mitigating actions, principally the removal of forecast, undeclareddividends;

• assessing whether any material climate-related risks that should be incorporated into Softcat’s forecasts to 31 October 2027;

• assessing the adequacy of the going concern assessment period until 31 October 2027, considering whether any events or

conditions foreseeable after the period indicated a longer review period would be appropriate;

• enquiring of management as to their knowledge of events or conditions beyond the period of their assessment that may cast

significant doubt on the entity’s ability to continue as a going concern;

• comparing management’s forecasts to actual results through the subsequent events period and performing enquiries to the

date of this report; and

• assessing if the going concern disclosures in the financial statements are appropriate and in accordance with the revised ISA

(UK) 570 going concern standard.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going concern

for a period to 31 October 2027.

In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the

directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the

group’s ability to continue as a going concern.

Overview of our audit approach

Audit scope • We performed an audit of the complete financial information of Softcat plc, with the exception

ofone component.

Key audit matters • Overstatement of performance through the misstatement of revenue recognised at or near year end.

• Presentation of revenue in respect of principal versus agent.

• Misstatement of rebate income at period end through a misstatement of rebate income accrual.

Materiality • Overall Group materiality of £11.0m which represents 5% of profit before tax adjusted for acquisition

costs and major system development costs.

An overview of the scope of the parent company and group audits

We have followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on

which to base our audit opinion. We performed risk assessment procedures to identify and assess risks of material misstatement

of the Group financial statements and identified significant accounts and disclosures. When identifying components at which

audit work needed to be performed to respond to the identified risks of material misstatement of the Group financial statements,

we considered our understanding of the Group and its business environment, the potential impact of climate change, the

applicable financial framework, the Group’s system of internal control at the entity level, the existence of centralised processes,

applications and any relevant internal audit results.

The Group’s operations are primarily based in the United Kingdom with a single head office and finance function and therefore

allaudit procedures are completed by one audit team at this location.

We determined that centralised audit procedures can be performed on the entire consolidated financial statements, with the

exception of one component which was not identified as an individually relevant component. All audit work performed for the

purposes of the audit was undertaken by the Group audit team.

Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters section

ofourreport.

Climate change

Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that the most

significant future impacts from climate change on their operations will be from business interruption driven by extreme climate or

failure to evolve technology product offerings in line with consumer and investor demands. These are explained on pages 47 to 51

in the required Task Force On Climate Related Financial Disclosures and on pages 60 to 62 in the principal risks and uncertainties.

They have also explained their climate commitments on page 53. All of these disclosures form part of the “Other information,”

rather than the audited financial statements.

Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent

with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated,

in line with our responsibilities on “Other information”.

121Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

An overview of the scope of the parent company and group audits continued

Climate change continued

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any

consequential material impact on its financial statements.

The Group has explained in note 1, the basis of preparation, how they have reflected the impact of climate change in their financial

statements including how this aligns with their commitment to the aspirations of the Paris Agreement to achieve net zero emissions

by 2050. There are no significant judgements or estimates relating to climate change in the notes to the financial statements.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s

assessment of the impact of climate risk, physical and transition, their climate commitments, the effects of material climate risks

disclosed on pages 47 to 51. As part of this evaluation, we performed our own risk assessment, supported by our climate change

internal specialists, to determine the risks of material misstatement in the financial statements from climate change which needed

to be considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and

associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are

described above.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter

ortoimpact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation

ofresources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our

audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk Our response to the risk

Overstatement of performance

through the misstatement of revenue

recognised at or near year-end

(2026:£1,975.1m, 2025: £1,458.4m)

Refer to the Audit and Risk Committee

Report (page 79); Accounting policies

(page 132); and Note 2 of the Group

Financial Statements (page 145 and 146)

Management’s process for accounting

for certain revenue transactions,

particularly the review process at year

end to record revenue in the appropriate

period, is mostly manual and therefore

susceptible to error (either deliberate or

without intent). The accounting is made

more challenging due to the reliance

onsuppliers to notify the Company of

delivery, and for international shipments

which results in a longer delivery lead

time needing to be built into the

assumptions utilised by management.

There is a risk that revenue is recognised

prematurely or fictitiously.

We performed full scope audit

procedures over this risk in one

location, which covered 99.5%

oftherisk amount.

We performed the following procedures:

• Performed walkthroughs to update our understanding of the revenue recognition

processes and key controls.

• Updated our understanding of management’s cut off assessment, including the

delivery lead time assumptions utilised, which we validated to historic averages.

• Tested revenue cut off by obtaining management’s sales cut off assessment and

independently testing a sample of transactions therein by vouching to invoices and

proof of delivery.

• Tested unbilled receivables by obtaining management’s analysis and independently

testing a sample of transactions therein by vouching to invoices and proof of delivery.

• Tested an independent sample of transactions invoiced in the two weeks either side

of the year end. We stratified the population between revenue type and selected our

sample based on the following criteria:

− key items based on a quantitative threshold or specific qualitative factors; and

− statistical sample of items invoiced within seven days either side of the balance sheet

date, which we considered to be of higher risk based on average delivery lead times.

We tested our sample by vouching to invoices and proof of delivery, to confirm these

had been recorded in the correct period.

• To address the risk of management override, we tested a sample of journal entries

recorded at or near year end as well as top-side adjustments by verifying to appropriate

supporting documentation in order to verify that the entry is supported by an

appropriate business rationale, authorisation and has been accounted for correctly.

• Tested a statistical sample of sales transactions deferred at the year end. We recalculated

the split of revenue recognised and the deferred elements based on a review of the

supporting documentation to obtain assurance over the recognition of revenue.

We also selected a sample of invoices from billing data and assessed whether the

revenue was appropriately recognised or deferred, based on completion of the

performance obligation.

• Analysed sales related journal entry data to track sales from revenue through to

accounts receivable through to cash collection using data analytics tools. We used

this analysis to validate the appropriateness of transaction flows and tested a sample

of transactions to determine if the journals accurately reflected the substance of

transactions recorded.

• Assessed appropriateness of disclosures in the Annual Report and Accounts by

comparing the disclosures against the requirements under IFRS 15.

Independent auditor’s report continued

To the members of Softcat plc

122 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

Key audit matters continued

Key observations communicated to the Audit and Risk Committee

We concluded that the revenue recognised at or near year end was properly accounted for and that revenue has appropriately

been recognised in accordance with IFRS.

We concluded that management’s disclosures in relation to revenue, including disclosed accounting policies and those relating

to critical accounting judgements, are appropriate.

Risk Our response to the risk

Presentation of revenue in

respectofprincipal versus agent

(2026:£1,975.1m, 2025: £1,458.4m)

Refer to the Audit and Risk Committee

Report (page 79); Accounting policies

(page 132); and Note 2 of the Group

Financial Statements (page 145 and 146)

There is a risk that the reported revenue

may be incorrectly presented on a

grossbasis as a result of the incorrect

assessment of whether the Company

has control over the products or services

sold and consequently if the Company

isprincipal or agent in its arrangements

with customers. As products and

services offered continually evolve the

assessment of control needs to be

revisited on an ongoing basis.

The nature of the current systems is

toprocess all revenue streams gross,

and a manual adjustment is made by

management at year end to record

revenue on a net basis where Softcat

are the agent in the arrangement.

We performed full scope audit

procedures over this risk in one

location, which covered 100.0%

oftherisk amount.

We performed the following procedures:

• Performed walkthroughs to update our understanding of the revenue recognition

processes and key controls.

• Updated our understanding of management’s judgement over the classification

oftransactions between gross and net presentation.

• Assessed management’s judgement made for any significant new product types

by independently assessing the nature of such products and meeting with key

members of the sales and solutions teams to develop an understanding of Softcat’s

responsibilities in relation to the sale. We challenged whether Softcat has primary

responsibility for fulfilling the promise of the goods or service and whether Softcat

is exposed to inventory risk during the delivery period, in order to help ascertain the

exercise of control of goods prior to their delivery, and ultimately concluded if the

principal (gross) or agent (net) treatment applied was appropriate according to the

criteria set out within IFRS 15 and management’s revised accounting policies.

• Tested a sample of transactions across the year to determine the Company’s control

over the product or service including:

− verifying the product type to external sources, such as supplier websites, and met

with key members of the sales and solutions teams to develop an understanding

of Softcat’s responsibilities in relation to the sale. For each sample selected, we

challenged whether Softcat has primary responsibility for fulfilling the promise

of the goods or service and whether Softcat is exposed to inventory risk during

the delivery;

− corroborating the related cost for each sample item to supporting purchase

invoices; and

− assessing if principal (gross) or agent (net) treatment should be applied and

compared this to management’s conclusion to determine if this was appropriate

according to the criteria set out within IFRS 15.

• Reperformed management’s calculation of the adjustment to record revenue

onanet basis.

• Assessed appropriateness of disclosures in the Annual Report and Accounts

bycomparing the disclosures against the requirements under IFRS 15.

123Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Key audit matters continued

Key observations communicated to the Audit and Risk Committee

We concluded that the judgements made by management are consistent with the evidence we have observed, the presentation

and disclosure of revenue is materially correct, and has been recognised in accordance with IFRS.

We concluded that managements disclosures in relation to revenue, including disclosed accounting policies and those relating

tocritical accounting judgements, are appropriate.

Risk Our response to the risk

Misstatement of rebate income to

overstate reported results at or near

year-end (2026: £28.1m, 2025: £17.6m)

Refer to the Audit and Risk Committee

Report (page 79); Accounting policies

(page 132); and Note 12 of the

Consolidated Financial Statements

(page 152)

Rebates are recorded through a

primarily manual process. While most

rebates are agreed with the supplier

and received during the year, there

isan opportunity to misstate results

through adjustments to the balance

sheet rebate receivable.

We performed full scope audit

procedures over this risk in one

location, which covered 100.0%

oftherisk amount.

We performed the following procedures:

• Performed walkthroughs to update our understanding of the rebate processes and

key controls.

• Tested key controls within the rebate process.

• Obtained confirmations from a sample of sales and vendor management personnel

toconfirm no rebate agreements outside of standard practice.

• Tested the year end accrued income by confirming a statistical sample of rebates due

from suppliers to third party source documentation.

• Analysed the rebate receivable by vendor and compared the largest vendor level

balances (making up 85% of the balance) against the 31 July 2025 comparative

balances to identify unusual movements that are not in line with our expectation

orunderstanding of the business. We performed analysis to understand the drivers

ofincreases or decreases in the underlying balances.

• Assessed the cash conversion of rebates accrued at the year end and tested a sample

to subsequent receipts.

• Tested a statistical sample of rebate transactions recorded in the statement of profit

and loss throughout the year and obtained underlying support to consider whether

the transactions have been recorded in the correct period.

• Assessed appropriateness of disclosures in the Annual Report and Accounts by

comparing the disclosures against the requirements under International Financial

Reporting Standards.

Key observations communicated to the Audit and Risk Committee

We concluded that the rebate receivable and corresponding income are materially correct and have been recognised in

accordance with IFRSs.

We concluded that management’s disclosures in relation to accrued income, including disclosed accounting policies, are appropriate.

As part of our procedures, we noted no indication of deliberate or other manipulation of accrued income or management override.

Independent auditor’s report continued

To the members of Softcat plc

124 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately

lowlevel the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement

was that performance materiality was 50% (2025: 50%) of our planning materiality, namely £5.5m (2025: £4.6m). We have set

performance materiality at this percentage to reflect the quantum of audit adjustments identified in the prior period.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of £0.55m

(2025:£0.46m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted

reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light

ofother relevant qualitative considerations in forming our opinion.

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements

onthe audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence

the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent

of our audit procedures.

We determined materiality for the Group to be £11.0 million (2025: £9.2 million), which is 5% (2025: 5%) of profit before tax adjusted

for acquisition costs and major system development costs. We believe that profit before tax adjusted for acquisition costs and

major system development costs provides us with the most appropriate basis as it drives shareholders returns and it akey

measure of the Group’s performance.

We determined materiality for the Parent Company to be £11.0 million (2025: £9.1 million), which is 5% (2025: 5%) of Profit before

tax adjusted for acquisition costs and major system development costs.

• Profit before tax adjusted for acquisition costs and major system development costs – £220.8m

• Materiality of £11.0m (5% of materiality basis)

Materiality

• Profit before tax – £202.8m

Starting basis

• Acquisition costs – contingent consideration liability – £2.4m

• Major system development costs – £15.6m

Adjustments

125Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Other information

The other information comprises the information included in the annual report set out on pages 1 to 119, other than the financial

statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated

in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that

there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the

course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report

toyou if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not

inagreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the group and company’s compliance with the provisions of the UK Corporate Governance

Code specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 118;

• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period

is appropriate set out on page 63;

• Directors’ statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets

its liabilities set out on page 63;

• Directors’ statement on fair, balanced and understandable set out on page 119;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 57;

• the section of the annual report that describes the review of effectiveness of risk management and internal control systems

setout on page 57; and

• the section describing the work of the Audit and Risk Committee set out on page 79.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 119, the directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as

the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group and parent company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no

realistic alternative but to do so.

Independent auditor’s report continued

To the members of Softcat plc

126 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is

ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. 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 financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

ourresponsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement

dueto fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,

forexample, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable

ofdetecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of

the company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the

most significant are those related to the reporting framework (IFRS, the Companies Act 2006 and the UK Corporate Governance

Code 2024), relevant tax compliance regulations in the UK, relevant employment law in the UK and the Data Protection Act 2018.

In addition, we concluded that there are certain significant laws and regulations which may have an effect on the determination

ofthe amounts and disclosures in the financial statements, being the Listing Rules of the London Stock Exchange.

• We understood how Softcat plc is complying with those frameworks by making enquiries of management, those responsible

for legal and compliance procedures and the Company Secretary. We corroborated our enquiries through our review of board

minutes, discussions with the Audit and Risk Committee and any correspondence received from regulatory bodies.

• We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur

by meeting with management to understand where they considered there was susceptibility to fraud. We also considered

performance targets and their propensity to influence efforts made by management to manage earnings or influence the

perceptions of analysts. Where this risk was considered to be higher, we performed audit procedures to address each

identified fraud risk. The key audit matters section above addresses procedures performed in areas where we have concluded

the risks of material misstatement are highest (including where due to the risk of fraud). In addition, we completed procedures

to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant

accounting standards, UK legislation and the UK Corporate Governance Code 2024.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.

Our procedures involved journal entry testing, review of board minutes to identify non-compliance with such laws and

regulations, review of reporting to the Audit and Risk Committee on compliance with regulations, review of reporting of

internal audit, enquires of the Company Secretary and management and review of any instances of whistleblowing reporting.

Where relevant, our procedures include engaging internal forensics specialists to support on concluding on matters identified.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s

website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters we are required to address

• Following the recommendation from the Audit and Risk Committee we were appointed by the company on 15 December 2025

to audit the financial statements for the year ending 31 July 2026 and subsequent financial periods.

The period of total uninterrupted engagement including previous renewals and reappointments is fourteen years, covering

the years ending 31 July 2013 to 31 July 2026.

• The audit opinion is consistent with the additional report to the audit and risk committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for

the opinions we have formed.

Marcus Butler (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

13 October 2026

London

127Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

		2026	2025
	Notes	£m	£m
Revenue	2	1, 9 7 5 .1	1,458.4
Cost of sales		(1, 3 5 8 . 8)	(9 6 4 .1)
Gross profit		61 6 . 3	494 .3
Administrative expenses		(4 01. 2)	(314 . 2)
Underlying operating profit		2 15 .1	18 0 .1
Non-underlying costs	1	(18 . 7)	( 7. 2)
Operating profit	3	19 6 . 4	17 2 . 9
Finance income	4	8.5	7. 3
Finance cost	4	(2 .1)	(2. 0)
Profit before tax		202 .8	17 8 . 2
Income tax expense	5	(52 . 5)	(4 5 . 2)
Profit for the year		15 0 . 3	13 3 . 0
Other comprehensive income
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
Foreign exchange differences on translation of foreign branches and subsidiaries		(2 .1)	(0 .9)
Net gain on cash flow hedge		0.3	—
Total other comprehensive loss		(1. 8)	(0 .9)
Total comprehensive income for the year		14 8 . 5	1 3 2 .1
Profit attributable to:
Owners of the Parent Company		15 0 . 3	13 3 . 0
Total comprehensive income attributable to:
Owners of the Parent Company		14 8 . 5	1 3 2 .1
Earnings per ordinary share (p)
Basic	21	75 . 8	66.6
Diluted	21	75. 3	66.2

The Consolidated statement of profit or loss and other comprehensive income has been prepared on the basis that all operations

are continuing operations.

The notes on pages 132 to 164 form part of these consolidated financial statements.

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 July 2026

128 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

		2026	2025
	Notes	£m	£m
Non-current assets
Property, plant and equipment	7	18 . 4	16 .9
Right-of-use assets	8	33.2	31. 8
Intangible assets and goodwill	9	16 . 8	20. 6
Investments		0 .1	0 .1
Deferred tax asset	18	4.4	0.8
		7 2 .9	70 . 2
Current assets
Inventories	11	12 . 2	151. 9
Trade and other receivables	12	8 94. 3	7 13 .1
Derivative financial assets		1. 2	—
Income tax receivable		—	1. 8
Contract fulfilment assets	13	—	72. 6
Cash and cash equivalents	17	19 9.9	18 2 . 3
		1,10 7. 6	1 ,12 1 . 7
Total assets		1 ,18 0 . 5	1,191.9
Current liabilities
Trade and other payables	14	(6 8 8 . 3)	(47 1.4)
Contract liabilities	16	(59. 4)	(333.2)
Provisions	15	(10 .9)	—
Income tax payable		(3 .1)	—
Derivative financial liabilities		(1 .1)	—
Lease liabilities	8	(5 . 6)	(4 . 3)
		(76 8 . 4)	(808. 9)
Non-current liabilities
Contract liabilities	16	(15 . 8)	(13 . 3)
Lease liabilities	8	(32 . 3)	(3 0 .9)
		(4 8 .1)	(4 4 . 2)
Total liabilities		(816. 5)	(8 5 3 .1)
Net assets		36 4.0	338.8
Equity
Issued share capital	20	0 .1	0 .1
Share premium account		5.0	5.0
Capital redemption reserve		—	—
Cash flow hedge reserve		—	(0. 3)
Foreign exchange translation reserve		(0 . 3)	1. 8
Retained earnings		3 59. 2	332. 2
Total equity		36 4.0	338.8

The notes on pages 132 to 164 form part of these consolidated financial statements.

The financial statements on pages 128 to 131 were approved by the Board of Directors and authorised for issue on 13 October 2026.

On behalf of the Board

Graham Charlton Katy Mecklenburgh

Chief Executive Officer Chief Financial Officer

Softcat plc company registration number: 02174990

Consolidated statement of financial position

As at 31 July 2026

129Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Equity attributable to owners of the Parent

						Foreign
			Share	Capital	Cash flow	exchange
		Share	premium	redemption	hedge	translation	Retained
		capital	account	reserve	reserve	reserve	earnings	Total
	Notes	£m	£m	£m	£m	£m	£m	£m
Balance at 1 August 2024		0 .1	5.0	—	(0 . 3)	2 .7	29 0.5	298.0
Profit for the year		—	—	—	—	—	13 3 . 0	13 3 . 0
Impact of foreign exchange on reserves		—	—	—	—	(0 .9)	—	(0 .9)
Total comprehensive (expense)/income
for the year		—	—	—	—	(0 .9)	13 3 . 0	13 2 .1
Share-based payment transactions		—	—	—	—	—	4. 2	4. 2
Dividends paid		—	—	—	—	—	(9 5.7)	(95 .7)
Dividend equivalents paid		—	—	—	—	—	(0 .1)	(0 .1)
Tax adjustments		—	—	—	—	—	0.3	0.3
Balance at 31 July 2025		0 .1	5.0	—	(0. 3)	1. 8	3 32.2	338.8
Profit for the year		—	—	—	—	—	1 50.3	1 50.3
Impact of foreign exchange on reserves		—	—	—	—	(2 .1)	—	(2 .1)
Net gain on cash flow hedge		—	—	—	0.3	—	—	0.3
Total comprehensive income/(expense)
for the year		—	—	—	0.3	(2 .1)	1 50.3	14 8 . 5
Share-based payment transactions	28	—	—	—	—	—	13 . 6	13 . 6
Share buyback	20	—	—	—	—	—	(4 5 . 0)	(4 5 . 0)
Dividends paid		—	—	—	—	—	(9 2. 5)	(9 2. 5)
Dividend equivalents paid		—	—	—	—	—	(0 .1)	(0 .1)
Tax adjustments		—	—	—	—	—	0 .7	0 .7
Balance at 31 July 2026		0 .1	5.0	—	—	(0 . 3)	3 59. 2	36 4.0

The notes on pages 132 to 172 form part of these consolidated financial statements.

The share capital and share premium accounts represent the nominal value and premium arising on the issue of equity shares.

During the year ended 31 July 2026, 297,392 share options (2025: 181,801) were exercised and new shares were issued to satisfy

this exercise. Proceeds of £Nil (2025: £Nil) were realised from the exercise of these share options.

As at 31 July 2026, the SIP Trust held 106,596 shares (2025: 116,539) awarded to employees as part of the FY2015 free share

award, subject to service conditions. A further 425,516 shares (2025: 388,425) were held on behalf of employees who have taken

part inthe Group’s voluntary partnership share purchase programme. The SIP also held 51,041 unallocated shares (2025: 51,041).

In the year, the Group announced and completed a Share Repurchase Programme to purchase the Group's shares for an aggregate

value of £45.0m. The broker, J.P. Morgan Securities plc, managed the purchases on a non-discretionary basis, purchasing shares

within pre-set parameters on the open market and making their trading decisions independently of the Group. The share repurchase

scheme commenced on 8 January 2026 and completed on 13 February 2026, with 3,352,161 shares repurchased in the year for

atotal consideration of £4 4.7m plus stamp duty and commission costs of £0.3m. The purchase has been treated as a distribution

through retained earnings. All shares repurchased were subsequently cancelled.

The capital redemption reserve represents the nominal value of the share buyback completed in the year and totals £1 , 6 7 6 (2025: £Nil).

Consolidated statement of changes in equity

For the year ended 31 July 2026

130 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

		2026	2025
	Notes	£m	£m
Net cash generated from operating activities	22	1 5 7. 5	14 0 . 7
Investing activities
Finance income	4	8. 5	7. 3
Acquisition of subsidiaries, net of cash acquired	10	—	( 7. 4)
Acquisition associated costs		—	(0.7)
Purchase of property, plant and equipment	7	(6 . 0)	(11 . 8)
Purchase of intangible assets	9	(0 . 6)	(3 .4)
Net cash generated from/(used in) investing activities		1.9	(16 . 0)
Financing activities
Purchase of own shares	20	(4 5 .0)	—
Dividends paid	6	(9 2 . 5)	(95 .7)
Payment of principal portion of lease liabilities	8	(2 .7)	(0 .4)
Payment of interest portion of lease liabilities	4,8	(2 .1)	(2. 0)
Net cash used in financing activities		(14 2 . 3)	(9 8 .1)
Net increase in cash and cash equivalents		17. 1	26 .6
Cash and cash equivalents at beginning of year	17	18 2 . 3	15 8 . 4
Exchange gains/(losses) on cash and cash equivalents		0.5	(2.7)
Cash and cash equivalents at end of year	17	19 9. 9	18 2 . 3

The notes on pages 132 to 164 form part of these consolidated financial statements.

Consolidated statement of cash flows

For the year ended 31 July 2026

131Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

1 Material accounting policies

1.1 Corporate information

The principal activity of Softcat plc (the ‘Company’) and its subsidiaries (together the ‘Group’) is that of a value-added IT reseller

and IT infrastructure solutions provider to the corporate and public sector markets.

The Company is a public limited company incorporated and domiciled in England and Wales and whose shares are publicly

traded. The registered office is Solar House, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1LW, in the United Kingdom.

The registered number of the Company is 02174990.

The material accounting policies applied in the preparation of the consolidated financial statements are set out below.

These policies have been consistently applied to all the periods presented, unless otherwise stated.

1.2 Basis of preparation

The Group has prepared the consolidated financial statements in accordance with UK-adopted international accounting

standards (IFRS) in accordance with the requirements of the Companies Act 2006. IFRS includes the application of International

Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and the IFRS

Interpretations Committee (‘IFRIC’) interpretations.

The consolidated financial statements of the Group have been prepared under the historical cost convention and are presented

in the Group’s presentational and functional currency of Pounds Sterling, and all values are rounded to the nearest hundred

thousand (‘£m’) except when otherwise stated.

The Group applied all standards and interpretations issued by the IASB that were effective as at 1 August 2025. The accounting

policies set out below have, unless otherwise stated (see below), been applied consistently to all periods presented in these

financial statements.

The consolidated financial statements include the results of Softcat plc, a company registered in the UK, and all its subsidiary

undertakings made up to the same accounting date. Subsidiary undertakings are those entities controlled by Softcat plc. Control

exists where the Group is exposed to, or has the rights to variable returns from its involvement with, the investee and has the

ability to use its power over the investee to affect its returns.

Consideration of climate change matters

The potential climate change-related risks and opportunities to which the Group and Company are exposed, as identified

by management, are disclosed in the Group’s Task Force on Climate-related Financial Disclosures (‘TCFD’) disclosures in the

Annual Report. Management has assessed the potential financial impacts relating to the identified risks and exercised judgement

in concluding that there are no material financial impacts of the Group and Company’s climate-related risks and opportunities on

the financial statements. These judgements will be kept under review by management as the future impacts of climate change

depend on environmental, regulatory and other factors outside of the Group and Company’s control which are not all

currently known.

Going concern

Overview

The consolidated Group and Company financial statements have been prepared on a going concern basis covering at least the

twelve-month period from the date of signing the financial statements.

In considering the going concern basis for preparing the financial statements, the Directors considered the Group and

Company’s objectives and strategy, their principal risks and uncertainties in achieving their objectives and their review of

business performance and financial position, which are set out in the Strategic Report (see pages 14 to 17) and Chief Financial

Officer’s Review sections (see pages 20 to 23) of this Annual Report. The Directors have undertaken a comprehensive going

concern review.

The Group has modelled four scenarios in its assessment of going concern. These are:

• the base case;

• a severe but plausible downside scenario;

• reverse stress testing; and

• a scenario incorporating the proposed acquisition of GDT.

Further details, including the analysis performed and conclusion reached, are set out below.

The Directors have reviewed detailed financial forecasts for a twelve-month period from the date of this report to October 2027.

The modelling has been extended beyond this period to provide visibility over the 31 January 2028 £50m Revolving Credit

Facility (‘RCF’) covenant reporting date and to provide a robust basis for the downside analysis.

Liquidity and financing position

At 31 July 2026, the Group held instantly accessible cash and cash equivalents of £199.9m, with net current assets of £339.2m. Note 1

to the financial statements in the Annual Report includes the Group’s objectives, policies and processes for managing its capital, its

financial risk management and its exposures to credit risk and liquidity risk.

Operational cash flow forecasts for the going concern period are sufficient to support the Group in maintaining its target liquidity

headroom throughout the going concern assessment period with the existing RCF remaining undrawn.

Notes to the consolidated financial statements

For the year ended 31 July 2026

132 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

1 Material accounting policies continued

1.2 Basis of preparation continued

Going concern continued

Challenging economic environment

The Directors have, in all four scenarios, considered the principal challenges to short-term business performance which are

expected to be:

• a deterioration in economic conditions across the markets in which the Group and its customers operate, including the effects

of inflation and interest rates; and

• higher risk of credit losses.

Despite the challenging economic environment, the Group and Company have traded well, delivering double-digit year-on-year

growth in gross profit and operating profit growth ahead of expectations. The Board continues to monitor the economic

environment and organise operations accordingly.

Base case

The base case takes into account the FY2027 Budget and three-year plan, including estimated growth and increased costs across

the going concern period. The key inputs and assumptions in the base case include:

• continued GII growth;

• working capital assumptions reflecting recent historical experience and trends;

• employee commissions incurred in line with gross margin;

• increased levels of cost reflecting continued investment in our people and the business; and

• ordinary dividends paid in accordance with the Group’s dividend policy with additional distribution of excess cash, either

through special dividends or buybacks, based on historical trends.

• The base case also reflects the net proceeds from the equity issue completed in September 2026, which are not contingent on

completion of the proposed acquisition.

The Group has taken a measured approach to the base case and has balanced expected trading conditions with the opportunities

available to the business. The Group remains highly cash generative and maintains significant liquidity throughout the going

concern period, with the existing RCF remaining undrawn.

Year to date trading to the end of September 2026 is consistent with the base case forecast.

Severe but plausible case

Given the potential economic challenges facing the Group’s customer base and supply chain, the Directors have also modelled

a severe but plausible scenario. This scenario considers the combined impact of lower sales and margins, slower customer

payments and increased credit losses.

The key inputs and assumptions, compared with the base case, include:

• a 5% reduction in GII/revenue;

• a 0.5% reduction in gross margin;

• extending debtor days by an additional three days;

• additional bad debt or other material profit and loss write-offs of £5m per annum;

• a reduction in commission costs in line with gross margin; and

• ordinary dividends continuing to be paid in accordance with the Group’s dividend policy.

The purpose of this scenario was to consider if there was a significant risk that the Group and Company would not meet its target

liquidity headroom or breach the Group’s debt covenants in any of the months in the going concern period. Even at these lower

levels of activity, which the Directors believe is a highly unlikely outcome, the Group continues to be profitable and maintains

a positive cash balance at all times, with no breach of the Group’s debt covenants. The Directors therefore did not consider

it necessary to assume further mitigating actions in assessing this scenario.

Reverse stress test

The Directors have performed reverse stress testing to understand the level of deterioration that would be required to threaten

the going concern status of the Group.

Given the Group’s significant cash resources and liquidity under the base case, the reverse stress testing considered the level

of deterioration that would be required to result in a breach of the Group’s financing covenants.

The analysis indicates that an exceptionally significant reduction in profitability, together with a substantial deterioration in the

Group’s forecast liquidity position, would be required before a covenant breach occurs.

The Board considers the assumptions required to result in such an outcome, and the events that could lead to them, to be remote.

Proposed GDT acquisition

As part of the going concern assessment, the Directors have also considered the potential impact of the proposed acquisition of

GDT, announced on 17 September 2026. A separate scenario was prepared incorporating GDT’s forecast financial performance,

the anticipated acquisition consideration and financing structure including covenants, associated financing costs and the

expected post-acquisition liquidity requirements and the desired group leverage. Under this scenario, the combined Group

retains sufficient liquidity and remains compliant with the expected financing covenants throughout the assessment period.

133Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

1 Material accounting policies continued

1.2 Basis of preparation continued

Going concern continued

Proposed GDT acquisition continued

The Directors also performed additional stress testing of the expected financing covenants, including a scenario assuming

materially all available external debt facilities were drawn, which is materially worse than the base GDT acquisition scenario.

The testing demonstrated significant headroom against the covenants. The Directors consider the circumstances necessary to

result in a covenant breach under these scenarios to be remote. Accordingly, the analysis performed in respect of the proposed

acquisition does not change the Directors’ conclusion regarding the appropriateness of the going concern basis of preparation.

Going concern conclusion

Based on the forecasts and scenarios modelled, together with the performance and financial position of the Group and Company

to date, the Directors consider that the Group and Company have sufficient liquidity headroom to continue in operational

existence throughout the going concern assessment period to October 2027.

Accordingly, at the October 2026 Board meeting, the Directors concluded from this analysis it was appropriate to continue to

adopt the going concern basis in preparing the consolidated financial statements. Should the impact of these conditions be even

more prolonged or severe than currently forecast by the Directors under the severe but plausible case scenario, the Group and

Company would need to implement additional operational or financial measures.

In relation to the identified potential climate change-related risks and opportunities, the Directors do not believe there would

be a material impact on cash flows in the going concern period.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 July 2026.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has

the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if,

the Group has:

• power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

• exposure, or rights, to variable returns from its involvement with the investee; and

• the ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption, and when the

Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances

in assessing whether it has power over an investee, including:

• the contractual arrangement(s) with the other vote holders of the investee;

• rights arising from other contractual arrangements; and

• the Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or

more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary

and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or

disposed of during the year are included in the consolidated financial statements from the date the Group gains control until

the date the Group ceases to control the subsidiary.

1.3 Adoption of new and revised standards

A number of new or amended standards became applicable for the current reporting period. These standards, amendments

or interpretations have not had a material impact on the Group in the current or future reporting periods:

• Amendments to IAS 21 Lack of Exchangeability.

New standards and interpretations not yet applied

The following new or amended IFRS accounting standards, amendments and interpretations are not yet adopted and it

is expected that, where applicable, these standards and amendments will be adopted on each respective effective date:

• Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency.

• Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments.

• Annual improvements to IFRS accounting standards – Volume 11.

• Amendments to IFRS 9 and IFRS 7 Contracts referencing nature-dependent electricity.

• IFRS 18 Presentation and disclosure in financial statements.

• IFRS 19 Subsidiaries without public accountability.

With the exception of IFRS 18, these standards, amendments or interpretations are not expected to have a material impact on

the Group in the current or future reporting periods. The Group is currently assessing the impact of IFRS 18, which is effective

for periods beginning on or after 1 January 2027, and will therefore apply to the Group’s financial year ending 31 July 2028, with

comparative information for the year ending 31 July 2027 restated on adoption.

134 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

1 Material accounting policies continued

1.4 Critical accounting judgements and key sources of estimation uncertainty

When applying the Group’s accounting policies, management must make a number of key judgements involving estimates and

assumptions concerning the future. These estimates and judgements are based on factors considered to be relevant, including

historical experience that may differ significantly from the actual outcome. The key assumptions concerning the future and other

key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial year include:

Revenue cut-off

The Group’s management information systems are configured to recognise revenue upon notification of dispatch from the supplier

or distributor which in instances, especially regarding physical shipments, may not be aligned to when control has been transferred

to the customer and the performance obligation has been met by the Group. Management therefore performs an exercise to

capture items that may have been dispatched from the distributor but not delivered in the financial year, and subsequently defers

the recognition of revenue and associated cost into the following year. This gives rise to a deferred income, which is recognised

as a contract liability, and associated inventory in the Consolidated statement of financial position. The exercise applied includes

assumptions, which management believes are reasonable, in order to identify items that fit the criteria for deferral. Separately,

management reviews individual large transactions on a case-by-case basis, which reduces the opportunity for error.

The key judgements that are made in the cut-off process are as follows:

• When identifying transactions to review in the cut-off process, management limits the review period to a fixed number of days

before and after the period end and validates the date of dispatch.

• Management incorporates a one-day shipment delay assumption onto the sale of hardware items to reflect the time taken

between vendor shipment and customer delivery. Management further assesses a five-day risk window for international

hardware shipments.

In the process of applying the Group’s accounting policies, management has made the following judgements, which have the

most significant effect on the amounts recognised in the financial statements:

Principal versus agent

Significant judgement is required in determining whether the Group is acting as principal, reporting revenue on a gross basis, or

agent, reporting revenue on a net basis. Softcat evaluates each revenue stream against the following indicators when determining

whether it is acting as principal or agent in a transaction: (i) primary responsibility for fulfilling the promise to provide the specified

goods or service; (ii) inventory risk before the specified good or service has been transferred to a customer; and (iii) discretion in

establishing the price for the specified good or service. Certain revenue streams present a more balanced judgement than others

when assessed against the above criteria and the conclusion may be reliant on the weighting applied to the responses to these

criteria. When applying the weighting and concluding on whether principal or agent treatment is appropriate, the Group exercises

significant levels of judgement due to the balanced nature of the assessment. The specific judgements made for each revenue

category are discussed in the accounting policy for revenue as disclosed below.

1.5 Revenue recognition

Revenue is recognised based on the completion of performance obligations at the transaction price allocated to the performance

obligation. The transaction price is determined by the price specified in the underlying contract or order. Where the contracts include

multiple performance obligations, the transaction price will be allocated to each performance obligation based on the standalone

selling prices. There are no variable price elements arising from discounts or returns offered to customers. All performance

obligations are separately listed as individual items on the order and the price is allocated on this basis. A performance obligation

is satisfied when control of the promised good or service is transferred to the customer. The following indicators are used by the

Group in determining when control has passed to the customer:

(i) the Group has a right to payment for the product or service;

(ii) the customer has legal title to the product;

(iii) the Group has transferred physical possession of the product to the customer;

(iv) the customer has the significant risks and rewards of ownership of the product; and

(v) the customer has accepted the product.

Principal versus agent

The Group evaluates the following indicators amongst others when determining whether it is acting as a principal or agent in the

transaction and recording revenue on a gross, or net, basis:

(i) the Group is primarily responsible for fulfilling the promise to provide the specified goods or service;

(ii) the Group has inventory risk before the specified good or service has been transferred to a customer; and

(iii) the Group has discretion in establishing the price for the specified good or service.

135Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

1 Material accounting policies continued

1.5 Revenue recognition continued

Principal versus agent continued

Hardware revenue

The Group sells hardware that is sourced from and delivered by multiple vendors and distributors. Revenues from sales of

hardware products are recognised on a gross basis as the Group is acting as a principal in these transactions, with the gross

value of the consideration from the customer recorded as revenue with the exception of public sector partner business revenue

as explained below. The Group is acting as principal as it has primary responsibility for the acceptability of goods sold following

the provision of consulting services which are not considered to be separately identifiable. Softcat is also exposed to inventory

risk during the delivery period and establishes the selling price itself. Revenue from the sale of these goods is recognised when

the control has passed to the buyer and therefore the Group has satisfied its performance obligation. In line with industry

standard terms, payment is generally due 30 days after the invoice date.

Vendors typically provide standard warranties on most of the hardware products the Group sells. These manufacturer warranties

are assurance-type warranties and are not considered separate performance obligations. The warranties are not sold separately

and only provide assurance that products will conform with the manufacturer’s specifications.

Software revenue

Revenue from software licence sales is recognised on a net basis as the Group is acting as an agent in these transactions at the

point the software licence is delivered to the customer. The Group is deemed to be acting as agent in these transactions as these

products are intangible, customer specific and in most cases sent directly to customers by the vendor electronically, removing

inventory risk for the Group prior to delivery. Despite the ability to set pricing, the lack of inventory risk and the vendor having

primary responsibility for the product meeting customer specifications, through largely standardised products, underline that

these sales should be recorded as agent.

The revenue associated with the licence sale is recognised upon the transfer of the licence, or licensing confirmation, to the

customer. At this point Softcat has satisfied its performance obligations. Payment is generally due 30 days from the invoice date.

For multi-year arrangements invoiced on an annual basis, the Group may satisfy its arranging obligation at the start of the

contractual term. The margin attributable to future renewal periods, however, remains dependent on customer confirmation of

licence volumes and the vendor pricing applicable at each anniversary date. As these factors result in variable consideration, IFRS

15 requires revenue to be recognised only when it is highly probable that a significant reversal will not subsequently arise. The

Group therefore recognises revenue for the initial year when its arranging obligation has been fulfilled and the consideration is

known, with revenue relating to subsequent years recognised once licence volumes and vendor pricing are confirmed and the

variable consideration constraint is no longer applicable.

The Group sells cloud computing solutions which include Software as a Service (‘SaaS’). SaaS solutions utilise third-party partners

to offer the Group’s customers access to software in the cloud that enhances office productivity, provides security or assists in

collaboration. As the Group has satisfied its performance obligations by arranging the transfer of the licensing to the customer,

revenue is recognised in full at that point on a net basis as the Group is acting as an agent in the transaction, with an invoice

subsequently raised. Payment is generally due within 30 days of the invoice date.

The Group offers access to corporate enterprise agreements, a specific licensing programme for eligible customers, exclusively

through a single vendor. For these transactions the Group introduces the customer to the vendor which then fulfils the sale,

including transfer of licensing, invoicing and cash collection, without further involvement of the Group. In return for this introduction

the vendor compensates the Group with a fee as the Group has satisfied its performance obligations at the point of initial transaction

being completed between the vendor and the customer. This fee is recognised net as the Group is acting as an agent in these

transactions. Payment is generally due within 30 days of the initial transaction between the vendor and the customer.

Service revenue

Softcat sells professional services days which are fulfilled by either Softcat’s own internal team of consultants or by consultants

provided by third parties. The Group recognises the revenue on these transactions, irrespective of whether they are fulfilled

internally or externally, when confirmation has been received from the customer that the work has been satisfactorily completed.

In most cases there is a short timeframe between a customer order and subsequent delivery of the sold service days. As such,

the Group does not recognise revenue on a percentage completion basis as this would not have a material impact.

On rare occasions the Group will sell professional service days which cover an extended period. For these transactions,

management assesses the individual contract and, if required, recognises the revenue over time according to the output method.

Softcat recognises revenue on the basis of direct measurements of the value to the customer which for professional days would

be days completed as a percentage of total days. Revenue is recognised on a gross basis; the Group is deemed to be acting as

principal in these transactions as it is responsible for selecting the external party, where relevant, for the acceptability of the

services and for determining the price charged to the customer.

The Group also provides hosted managed services to its customers offering Infrastructure as a Service (‘IAAS’) and managed

print services among others. The Group hosts these services using internal resources and recognises revenue on a straight-line

basis over the contractual service period. The Group recognises the respective revenue on a gross basis as the Group is acting

as a principal in the transaction as it has both managerial involvement and effective control over the services being provided

throughout the contract period.

136 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

1 Material accounting policies continued

1.5 Revenue recognition continued

Principal versus agent continued

Service revenue continued

Softcat also sells extended or enhanced warranty products provided by third parties. These warranties are sold separately to

hardware and provide the customer with a service in addition to assurance that the product will function as expected. For these

enhanced warranty products, the Group is arranging for those services to be provided by the third party over an extended period

and therefore is acting as an agent in the transaction and records revenue on a net basis at the point of sale. Revenue from such

services is recognised in full at the point of service commencement as the Group has no ongoing obligation in relation to delivery

of the underlying service.

Payments for these goods are generally received on industry standard terms of 30 days from the date of invoice.

Public sector partner business revenue

The Group transacts with several partners in the public sector where the partner is responsible for the solution and customer

relationship. These transactions incorporate the provision of hardware, software or services to the end customer. For this

business, the Group’s responsibilities of invoicing and cash collection are more aligned to those of an agent and therefore this

business is recognised as agent and presented net of cost of sales.

Revenue is recognised in full on satisfactory completion of the work by the partner, as this is the point the Group has satisfied

its performance obligations. Payment is generally due within 30 days from completion of the work.

Contract fulfilment assets

IFRS 15 requires certain costs to fulfil a contract to be recognised as a separate asset. Contract fulfilment assets relate to goods

or services delivered to the customer, but which do not meet the revenue recognition criteria under IFRS 15. These costs are

deferred until the performance obligation to which they relate has been met. Contract fulfilment assets are measured at the

purchase price of the associated goods or services received. Contract fulfilment assets are released from the Consolidated

statement of financial position in line with the recognition of revenue on the specific transaction. There are no significant or

material judgements made by management in the measurement or recognition of these deferred costs, as costs are matched

to an associated sale and the period of deferral is typically short.

Deferred costs

IFRS 15 requires certain costs to fulfil a contract to be recognised as a separate asset. Deferred costs relate to goods or services

billed by the vendor, but not yet shipped. These costs are deferred until the performance obligation to which they relate has been

met. Deferred costs are measured at the purchase price of the associated goods or services received. Deferred costs are released

from the Consolidated statement of financial position in line with the recognition of revenue on the specific transaction. There are

no significant or material judgements made by management in the measurement or recognition of these deferred costs, as costs

are matched to an associated sale and the period of deferral is typically short.

Commissions have been incurred in respect of contracts whereby the performance obligation has not yet been satisfied; however,

the Group has applied the practical expedient and recognised the commission as an expense when incurred given that the period

over which the commission would have been recognised is less than a year.

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which Softcat has received consideration (or an

amount of consideration is due) from the customer. If a customer pays consideration before Softcat transfers goods or services to

the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). This occurs

infrequently and is usually to support the wishes of the customer who sometimes may prefer to provide funds up front which can

then be allocated to future orders. Contract liabilities are recognised as revenue when Softcat performs obligations under the

contract. Further details of contract balances are provided in note 16.

1.6 Cost of sales

The Group recognises cost of sales at the point at which it recognises revenue as explained above. Cost of sales predominantly

relates to the cost of goods or services purchased from suppliers and then sold to customers. In addition to these costs, the

following elements are also included within cost of sales:

Rebates

Included within cost of sales are rebates received from commercial partners. Further details are provided on rebates in note 1.7 below.

Managed service infrastructure costs

The Group operates its own network operating centre which facilitates the selling of Softcat hosted managed services. The costs

of maintaining this capability include, but are not limited to, the rental of space in data warehouses, energy and licensing costs.

These costs represent the cost of sale of selling hosted managed service solutions and are included within cost of sales.

Funded training costs

The Group carries out numerous funded training programmes, activities and schemes that aim to educate its sales force and

internally promote the products the business resells. The costs of these funded activities are recognised within cost of sales.

Early settlement discounts

Through the normal course of business, the Group receives credits from distributors for the prompt settlement of invoices in

advance of agreed terms. Softcat considers these a discount and have therefore recognised them as a reduction in cost of sales.

137Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

1 Material accounting policies continued

1.7 Rebates

Rebates from vendors and distributors are accounted for in the period in which they are earned and are based on commercial

agreements with suppliers. Rebates earned are mainly sales volume related and are generally short term in nature, with rebates

earned but not yet received typically relating to the preceding quarter’s trading. Other forms of rebate received from commercial

partners include income from training provided to staff. Rebate income is recognised in cost of sales in the Consolidated statement

of profit or loss and other comprehensive income and rebates earned but not yet received are included within accrued income

in the Consolidated statement of financial position.

1.8 Interest income

Interest income is accrued on a time basis by reference to the principal outstanding and at the effective interest rate (‘EIR’)

applicable. The EIR is the rate that exactly discounts the estimated future cash payments or receipts through the expected life

of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability.

Interest income is included in finance income in the income statement.

1.9 Property, plant and equipment

Property, plant and equipment other than freehold land is stated at cost, net of accumulated depreciation and/or impairment

losses, if any. If the costs of certain components of an item of property, plant and equipment are significant in relation to the total

cost of the item, they are accounted for and depreciated separately. Depreciation is provided at rates calculated to write off the

cost of each asset over its expected useful life, as follows:

Freehold buildings fifty years straight line

Building improvements ten years straight line, or the lease term if shorter

Computer equipment three to five years straight line

Fixtures, fittings and equipment six years straight line

Motor vehicles three years straight line

Land is not depreciated.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when

no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal

or retirement of an item of property, plant and equipment is determined as the difference between the net disposal proceeds

and the carrying amount of the asset and is recognised in the income statement when the asset is derecognised.

Building improvements relate to expenditure on improving both leasehold property and the freehold property of Solar House

in Marlow. Improvements to Solar House are depreciated over a ten-year period, which represents their useful life. Leasehold

improvements are depreciated over their useful life which is the lesser of the remaining length of the lease or ten years.

The residual values, useful lives and methods of depreciation are reviewed for reasonableness at each financial year end and

adjusted for prospectively if appropriate.

1.10 Intangible assets

Intangible assets are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less

accumulated amortisation and accumulated impairment losses, if any. Intangible assets with a finite useful life are assessed for

impairment whenever there is an indication that the intangible asset may be impaired. Amortisation is provided for at rates

calculated to write off the cost of each asset over its expected useful life, as follows:

Customer relationships four years straight line

Brands three years straight line

Computer software three to fifteen years straight line

Costs associated with maintaining software programs are recognised as an expense as incurred. Development costs that are

directly attributable to the design and testing of identifiable and unique software products controlled by the Group are

recognised as intangible assets where the following criteria are met:

• it is technically feasible to complete the software so that it will be available for use;

• management intends to complete the software and use it;

• there is an ability to use the software;

• it can be demonstrated how the software will generate probable future economic benefits;

• adequate technical, financial and other resources to complete the development and to use the software are available; and

• the expenditure attributable to the software during its development can be reliably measured.

The amortisation expense on intangible assets with finite lives is recognised in the income statement in the expense category

consistent with the function of the intangible assets. The amortisation period and the amortisation method are reviewed at least

at the end of each reporting period. Gains or losses arising from derecognition of an intangible asset are measured as the

difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement

when the asset is derecognised.

138 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

1 Material accounting policies continued

1.11 Impairment of assets

Goodwill and intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, or more

frequently if events or changes in circumstances indicate that they may be impaired. Other assets are tested for impairment

whenever events or changes in circumstances suggest that the carrying amount may not be recoverable.

An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. The recoverable amount

is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are

grouped at the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash inflows

from other assets or groups of assets (cash-generating units).

Non-financial assets other than goodwill that have suffered an impairment are reviewed at the end of each reporting period for

possible reversal of the impairment.

Management takes into account the different nature of the Group’s operations in determining the most appropriate methods for

assessing the recoverable amounts of CGU assets. When testing goodwill for impairment, goodwill is allocated to the CGU or

group of CGUs that are expected to benefit from the synergies of the business combination from which it originally arose.

1.12 Cloud software licence agreements

Licence agreements to use cloud software are treated as service contracts and expensed in the Group’s income statement, unless

the Group has both a contractual right to take possession of the software at any time without significant penalty, and the ability to

run the software independently of the host vendor. In such cases, the licence agreement is capitalised as software within intangible

assets. Costs to configure or customise a cloud software licence are expensed alongside the related service contract in the Group’s

income statement, unless they create a separately identifiable resource controlled by the Group, in which case they are capitalised.

1.13 Leases

A lease is a contract or part of a contract that conveys the right to control the use of an identified asset for a period of time in

exchange for consideration. The Group’s leases, which predominantly relate to property leases, are recognised in line with IFRS 16.

The leases policy under IFRS 16 is as follows:

i) Right-of-use assets

Softcat recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for

use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised and lease

payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated

on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

Property lease assets three to ten years straight line

Motor vehicles two to five years straight line

The right-of-use assets are also subject to impairment reviews.

ii) Lease liabilities

At the commencement date of the lease, Softcat recognises lease liabilities measured at the present value of lease payments

to be made over the lease term adjusted for any termination options. The lease payments include fixed payments, variable lease

payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Payments to

be made under the reasonably certain extension option are also included.

In calculating the present value of the lease payments, Softcat uses its incremental borrowing rate at the lease commencement

date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of

lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying

amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments from

a change in index or rate, or a change in the assessment of an option to purchase the underlying asset.

iii) Short-term leases and leases of low-value assets

Softcat applies the short-term lease recognition exemption to any short-term leases it enters into (i.e. those leases that have a

lease term of twelve months or less from the commencement date and do not contain a purchase option). Softcat also applies the

lease of low-value assets recognition exemption to leases that are considered to be low value and under £5,000. Lease payments

on low-value assets and short-term leases are recognised as an expense on a straight-line basis over the lease term.

1.14 Inventories

Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the

ordinary course of business, less estimated costs of completion and the estimated costs to sell.

Inventories include goods in transit and other products ordered to fulfil customer orders where the right of ownership is yet to transfer.

139Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

1 Material accounting policies continued

1.15 Financial instruments

Financial assets

The Group’s financial assets include cash and cash equivalents and trade and other receivables. All financial assets are recognised

when the Group becomes party to the contractual provisions of the instrument.

i) Trade receivables

Trade receivables are recognised and measured at the transaction price less allowance for expected credit losses. Trade receivables

do not carry interest.

The simplified approach on expected credit losses (‘ECLs’) for trade receivables and contract fulfilment assets has been used as

there is not a significant financing component to these assets. In accordance with the simplified approach for impairment of trade

receivables and accrued income under IFRS 9, the loss allowance for trade receivables is always measured at an amount equal to

lifetime expected credit losses and includes a forward-looking element as well as an assessment based on history and experience.

Factors considered when assessing the expected credit losses include prior experience, specific customer credit ratings,

communication quality, industry factors and the current economic climate.

Due to the size of the receivables ledger and the volume of smaller balances, it is not possible to review all balances individually

and therefore a portion of the ledger is reviewed collectively and provided for as such. More material or higher risk balances are

reviewed individually looking at specific circumstances including payment history, the forecast of economic conditions in the

sector the customer operates in, communication quality and responsiveness, to determine future expected credit losses, and are

provided for individually with respect to the perceived level of risk. In addition, any entities that are in administration or have been

passed to debt collection are provided for individually.

Unbilled receivables are recognised when a contract results in completion of a performance obligation in advance of the

customer being invoiced.

ii) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, call deposits and bank overdrafts. Cash and cash equivalent

balances have a maturity of three months or less and are subject to an insignificant level of risk to change in value.

iii) Accrued income

Accrued income predominantly relates to supplier rebates and is recognised according to both rebate agreements and supplier

spend in the financial year.

As accrued income has a contractual right to receive cash, it is a financial asset and therefore also subject to loss allowances under

IFRS 9. The loss allowance for accrued income is measured at an amount equal to lifetime expected credit losses and includes

a forward-looking element as well as an assessment based on history and experience. Factors considered when assessing the

expected credit losses include prior experience, supplier credit ratings, communication quality, industry norms and the current

economic climate.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into. The Group’s financial

liabilities comprise trade and other payables. All financial liabilities are recognised initially at their fair value and subsequently

measured at amortised cost using the effective interest method.

i) Trade payables

Trade payables are initially measured at fair value. Trade payables due after one year are measured at amortised cost using the

effective interest rate method.

Derecognised financial instruments

Softcat can act as an intermediary to provide financing arrangements between the customer and a third-party financing provider.

Following the delivery of the goods or services, which represents our performance obligation in full, Softcat receives settlement

of the customer invoice by the third-party financing company. Receivables are derecognised only when Softcat has transferred

the receivable, meaning that it has retained the contractual rights to the cash flows, but has assumed an obligation to pay those

cash flows to the finance provider, in the case where all three of the following conditions are met:

• Softcat has no obligation to pay amounts to the finance provider unless it collects equivalent amounts from the receivable;

• Softcat is prohibited from selling or pledging the receivable; and

• Softcat has an obligation to remit the cash received without material delay.

The transfer described above qualifies for derecognition as Softcat has transferred substantially all the risks and rewards of

ownership of the receivable. Its only continuing involvement following delivery is to act as agent in the receipt and transfer of

cash payments and, in line with the derecognition criteria set out above, the customer receivable is derecognised. Softcat does

not retain or regain ownership of any assets at the end of these arrangements and the finance provider takes on the credit risk

of future cash flows from the customer.

Cash flows in respect of these arrangements are recognised within cash generated from operations and typically result in

a £Nil impact given that the Group acts as agent in the receipt and transfer of cash payments.

140 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

1 Material accounting policies continued

1.15 Financial instruments continued

Derecognised financial instruments continued

Derivative financial instruments and hedge accounting

The Group uses forward foreign exchange contracts to manage foreign currency risk arising from forecast and contracted foreign

currency cash flows, primarily USD-denominated purchase cash flows.

Derivative financial instruments are recognised from the date the Group becomes party to the contractual arrangements and

are measured at fair value. Fair values are reassessed at each reporting date using observable market inputs, including relevant

foreign exchange rates and forward market data, and are supported by counterparty valuations where appropriate. Derivative

balances are presented as derivative financial assets where the fair value is positive and as derivative financial liabilities where

the fair value is negative.

For each designated hedge, the Group documents the underlying exposure being hedged, the derivative used to manage that

exposure, the foreign currency risk being addressed and the basis on which the effectiveness of the hedge will be assessed.

This includes documenting the hedge ratio and assessing whether changes in the cash flows of the hedging instrument are

expected to offset changes in the cash flows of the hedged item attributable to the hedged risk.

The Group’s cash flow hedges primarily address variability in sterling-equivalent cash flows arising from highly probable foreign

currency denominated purchases. The objective of these hedges is to reduce volatility in cash flows arising from movements

in foreign exchange rates.

The effective element of fair value movements on designated cash flow hedges is recognised in other comprehensive income

and held in the cash flow hedge reserve. Any ineffective element is recognised immediately in profit or loss.

Amounts accumulated in the cash flow hedge reserve are reclassified to profit or loss in the same period in which the underlying

hedged transaction affects profit or loss, and in the same line item as the underlying hedged transaction.

Where the hedged forecast transaction is no longer expected to occur, the associated cumulative gain or loss deferred in the cash

flow hedge reserve is recognised immediately in profit or loss. If a hedging relationship ends because the derivative matures, is

terminated or no longer qualifies for hedge accounting, amounts already deferred in the cash flow hedge reserve remain in equity

until the related forecast transaction is recognised in profit or loss, unless that transaction is no longer expected to occur.

Gains and losses arising from changes in the fair value of derivative financial instruments that do not qualify for hedge accounting,

together with any hedge ineffectiveness arising on qualifying cash flow hedges, are recognised immediately in profit or loss.

During the year, the Group expanded its application of hedge accounting to include a rolling cash flow hedging programme

for forecast foreign currency cash outflows, in addition to transactional hedging of specific contracted exposures previously

undertaken. This has increased the scale and scope of hedge accounting applied by the Group and has resulted in additional

disclosures under IFRS 7. The change has not altered the measurement basis of derivative financial instruments.

1.16 Pensions

The pension costs charged in the financial statements represent the contributions payable by the Group during the year on the

defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently

administered fund. The amounts charged to the income statement represent the contributions payable to the scheme in respect

of the accounting period and represent the full extent of the Group’s liability.

1.17 Deferred taxation

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted

for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences

and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which

deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises

from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction

that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised.

Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to

equity, in which case the deferred tax is also dealt with in equity.

141Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

1 Material accounting policies continued

1.17 Deferred taxation continued

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current

tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its

current tax assets and liabilities on a net basis.

For deferred tax on leases, under the general approach of IAS 12, the depreciation of the right-of-use asset is regarded as

reducing the temporary difference that arose on initial recognition of the asset, and therefore gives rise to no tax effect. However,

the accretion of the finance costs on the liability gives rise to an additional deductible temporary difference arising after initial

recognition of the liability, requiring recognition of a deferred tax asset. This gives rise to an immaterial deferred tax asset for the

years ended 31 July 2025 and 31 July 2026.

1.18 Current taxation

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation

authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the

reporting date in the countries where the Group operates and generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the Consolidated statement

of profit or loss and other comprehensive income. Management periodically evaluates positions taken in the tax returns with

respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Softcat applies judgement in identifying uncertainties over income tax treatments and considers whether it has any uncertain tax

positions and determines that it is highly probable that its tax treatments will be accepted by the taxation authorities. Where it

is not probable that an uncertain tax treatment will be accepted the most likely amount or expected amount is recognised

depending on which method better predicts the resolution of the uncertainty.

1.19 Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into Pounds Sterling at the rates of exchange

ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.

All differences are taken to the income statement.

The assets and liabilities of foreign operations are translated into Pounds Sterling at the rates of exchange ruling at the balance

sheet date. Income and expense items are translated using average exchange rates, which approximate to actual rates, for the

relevant accounting period. Exchange differences arising, if any, are classified as other comprehensive income and recognised

in the foreign exchange translation reserve in the Consolidated statement of financial position.

1.20 Share-based payments

During the year the Group operated the following equity-settled share option schemes:

Share Incentive Plan (‘SIP’)

FY2015 free share award

The Group operates a SIP for employees who were awarded free shares following the initial public offering in November 2015.

Shares were allocated to employees on the basis of length of service. Free shares awarded to an employee under the SIP are

subject to a minimum holding period of three years following the date on which beneficial interest in the relevant ordinary shares

is conferred by the SIP Trustee to the employee.

The fair value of the SIP shares was determined by the share price at date of grant, on 9 December 2015. A fair value charge was

recognised as an expense in the income statement over the vesting period with a corresponding increase in equity. The charge

was recognised only on the expected number of shares to vest. The assumption used for expected leavers within three years from

the date of award was calculated with reference to historical employee retention rates.

FY2026 free share award

During the year, the Group granted a one-off award of free shares to eligible employees under the SIP. The award was approved and

communicated to employees prior to the financial year end, with no forfeiture provisions attached. Accordingly, employees became

unconditionally entitled to the shares in FY2026 and the full fair value of the award was recognised as an expense in the year.

The FY2026 award was granted to eligible employees based on length of service. The award was initially valued as at 30 July 2026

and subsequently awarded on 7 September 2026. The value awarded was proportionate to employees’ completed service at the

date of grant, with employees with three years’ service receiving the full award and those with shorter service receiving a

corresponding proportion.

The fair value of the service-based award is recognised as an expense in the income statement, with a corresponding increase in

equity. As the award does not contain performance conditions, the expense is recognised based on the expected number of

awards that will vest, with expected employee attrition estimated using historical employee retention rates.

In addition, the Group’s voluntary partnership share purchase programme, which is open to all eligible employees, is administered

through the SIP. Through this programme, employees have the option to purchase shares from their gross income, the cost of

which is not borne by the Group.

142 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

1 Material accounting policies continued

1.20 Share-based payments continued

Long Term Incentive Plan (‘LTIP’)

Details in relation to the Softcat LTIP awards to Executive Directors are included in the Directors’ Remuneration Report on page 99.

LTIP awards will only vest and become exercisable upon achievement of performance targets, linked to earnings per share and

total shareholder return, as well as being conditional upon continued employment with the Group. The fair value is measured using

a suitable valuation model where appropriate. Non-market vesting conditions are taken into account by adjusting the number of

LTIP shares expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period

is based on the number of LTIP shares that will eventually vest. Market vesting conditions are factored into the fair value of the

LTIP shares granted. The cumulative expense is not adjusted for failure to meet a market vesting condition. The resulting fair

value charge is charged as an expense in the income statement over the vesting period with a corresponding increase in equity.

Employer’s National Insurance contributions are payable, on exercise, on the market value of the award and are accrued for within

the share-based payments expense in the Consolidated statement of profit or loss and other comprehensive income.

Deferred shares

One-third of the Executive Directors’ annual target bonus is paid in deferred shares, unless the minimum shareholder requirements

are met. The Group accrues for the cost of the non-cash bonus over a four-year period, including the year in which the bonus

targets are assessed and the following three-year vesting period. Employer’s National Insurance contributions are payable, on

exercise, on the market value of the award and are accrued for within the share-based payments expense in the Consolidated

statement of profit or loss and other comprehensive income.

1.21 Adjusted Performance Measures

The Group uses a number of non-Generally Accepted Accounting Practice (‘non-GAAP’) financial measures in addition to those

reported in accordance with IFRS. The Directors believe that these non-GAAP measures, set out below, assist in providing

additional useful information on the underlying trends, sales performance and position of the Group.

Consequently, non-GAAP measures are used by the Directors and management for performance analysis, planning and reporting.

These non-GAAP measures comprise gross invoiced income, underlying cash conversion, underlying operating profit, underlying

profit before tax, underlying profit for the year, and underlying basic and diluted earnings per share.

Gross invoiced income reflects gross income billed to customers adjusted for deferred and accrued revenue as reported in the

IFRS measure. A reconciliation of IFRS revenue to gross invoiced income is provided within note 2, Segmental information.

Gross invoiced income is a measure which correlates closely to the cash received by the business and therefore aids the user’s

understanding of working capital movements in the Consolidated statement of financial position and the relationship to sales

performance and the mix of products sold.

Underlying operating profit reflects statutory operating profit, adding back non-underlying costs.

Non-underlying costs comprise items which, in the opinion of management, should be identified and excluded to provide

a consistent and comparable view of the underlying performance of the Group’s ongoing business. They are unusual because

of their size, nature (one-off, non-trading costs) or incidence.

When evaluating the nature of an item, management considers the following factors, both individually and in combination:

• whether the item is related to activities outside the Group’s primary business activities;

• the specific circumstances that led to the recognition of the item;

• the likelihood that the item will recur; and

• whether an item is cash or non-cash.

	2026	2025
	£m	£m
Non-underlying costs
Oakland acquisition costs	3.1	1.9
Major system development costs	15.6	5.3
Total	18.7	7.2

Oakland acquisition costs comprise:

• professional and advisory fees related to the acquisition;

• the fair value of the contingent consideration with service conditions, which is not classified as consideration transferred under

IFRS 3 and is disclosed as other employment costs; and

• the amortisation of the Customer Relationships and Brand acquired.

Major system development costs is comprised of costs associated with the implementation of the new HR system and cloud-

based sales system, neither of which meet the criteria for capitalisation under IAS 38.

143Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

1 Material accounting policies continued

1.21 Adjusted Performance Measures continued

A reconciliation between operating profit and underlying operating profit for the year is provided below:

	2026	2025
	£m	£m
Operating profit	196.4	172.9
Non-underlying costs	18.7	7.2
Underlying operating profit	215.1	180.1

Underlying cash conversion ratio comprises net cash generated from operating activities before taxation and any acquisition

related cash flows, including deferred consideration outflows, net of capital expenditure, as a percentage of underlying operating

profit. Underlying cash conversion is an indicator of the Group’s ability to convert profits into available cash.

A reconciliation to the adjusted measure for underlying cash conversion is provided below:

		2026	2025
	Notes	£m	£m
Net cash generated from operating activities	22	157. 5	140.7
Income taxes paid	22	50.5	46.8
Cash generated from operations		208.0	187. 5
Purchase of property, plant and equipment	7	(6.0)	(11.8)
Purchase of intangible assets	9	(0.6)	(3.4)
Cash generated from operations, net of capital expenditure		201.4	172.3
Underlying operating profit		215.1	180.1
Cash conversion ratio		93.6%	95.6%

Net cash generated from operating activities includes £15.6m (2025: £5.3m) of non-underlying costs. Acquisition related cash

flows not included in the underlying cash conversion ratio are the acquisition of subsidiaries net of cash acquired of £Nil (2025: £7.4m)

and acquisition fees of £Nil (2025: £0.7m), both of which are included in investing activities.

Underlying basic earnings per ordinary share and underlying diluted earnings per ordinary share reflect statutory basic and

diluted earnings per ordinary share, adjusted for the profit after tax impact of non-underlying costs.

	2026	2025
	p	p
Underlying earnings per share
Underlying basic earnings per ordinary share (pence)	83.2	69.5
Underlying diluted earnings per ordinary share (pence)	82.6	69.1

The calculation of the underlying basic earnings per share and underlying diluted earnings per share is based on the following data:

	2026	2025
	£m	£m
Earnings
Earnings for the purposes of earnings per share, being profit for the year	150.3	133.0
Non-underlying costs	18.7	7.2
Tax effect of non-underlying costs	(4.1)	(1.4)
Underlying earnings for the purposes of earnings per share, being underlying profit for the year	164.9	138.8

The tax effect on non-underlying costs varies depending on the nature of the costs.

	2026	2025
The weighted average number of shares is given below:	m	m
Number of shares used for basic earnings per share	198.3	199.7
Number of shares expected to be issued at nil consideration following exercise of share options	1.3	1.2
Number of shares used for diluted earnings per share	199.6	200.9

144 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

1 Material accounting policies continued

1.22 Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate

of the consideration transferred, measured at the acquisition-date fair value, and the amount of any non-controlling interest in the

acquiree. Acquisition costs incurred are expensed and included in administrative expenses. The measurement of non-controlling

interest is at the proportionate share of the acquiree’s net identifiable assets.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and

designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

Any contingent consideration to be transferred will be recognised at fair value at the acquisition date. Contingent consideration

classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration

classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments is measured

at fair value with the changes in fair value recognised in the income statement in accordance with IFRS 9.

Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition-date fair value of the consideration

transferred and the amount recognised for the non-controlling interest (where the business combination is achieved in stages,

the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree) over the net identifiable amounts

of the assets acquired and the liabilities assumed in exchange for the business combination.

2 Segmental information

The information reported to the Group’s Chief Executive, who is considered to be the chief operating decision maker for the

purposes of resource allocation and assessment of performance, is based wholly on the overall activities of the Group. The Group

has therefore determined that it has only one reportable segment under IFRS 8, which is that of ‘value-added IT reseller and

IT infrastructure solutions provider’. The Group’s revenue, results and assets for this one reportable segment can be determined

by reference to the Consolidated statement of profit or loss and other comprehensive income and Consolidated statement of

financial position. An analysis of revenues by product, which form one reportable segment, is set out below:

	2026	2025
Revenue by type:	£m	£m
Software	278.5	227. 2
Hardware	1,399.4	985.7
Services	297. 2	245.5
	1,975.1	1,458.4

	2026	2025
Gross invoiced income by type:	£m	£m
Software	2,598.6	2,074.5
Hardware	1,405.2	992.2
Services	715.9	550.3
	4,719.7	3,617.0

Revenue and gross invoiced income can also be disaggregated by type of business

	2026	2025
Revenue by type of business:	£m	£m
Small and medium	1,409.5	914.2
Enterprise	352.0	318.4
Public sector	213.6	225.8
	1,975.1	1,458.4

Note:

1. Types of business are split by entity staff size. Small and medium business represents workforces of up to 2,000 seats. Enterprise is above 2,000 seats and

public sector represents government and other public bodies.

145Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

2 Segmental information continued

	2026	2025
Gross invoiced income by type of business:	£m	£m
Small and medium	2,479.3	1,730.3
Enterprise	898.8	675.6
Public sector	1,341.6	1, 211.1
	4,719.7	3,617.0

Gross invoiced income reflects gross income billed to customers adjusted for deferred and accrued revenue items. Softcat

continues to report gross invoiced income as an alternative financial KPI as this measure allows a consistent, year-on-year

understanding of gross income billed, business performance and position and correlates closely to working capital movements.

The impact of IFRS 15 and principal versus agent consideration is an equal reduction to both revenue and cost of sales.

	2026	2025
	£m	£m
Gross invoiced income	4,719.7	3,617.0
Income to be recognised as agent under IFRS 15	(2,744.6)	(2,158.6)
Revenue	1,975.1	1,458.4

The total revenue for the Group for the year has been derived from its principal activity as an IT reseller and IT infrastructure

solutions provider.

During the year there was one direct customer that individually accounted for greater than 10% of the Group’s total revenue, and

a considerably lower proportion of gross profit. Revenue generated from this customer in FY2026 was £502.2m, predominantly

derived from the UK subsidiary. (2025: one direct customer that accounted for £326.7m of revenue, predominantly derived within

the US subsidiary and representing substantially all the Group’s FY2025 non-UK business).

Overall revenue derived from the US subsidiary in FY2026 was £231.5m with substantially all of the remaining revenue relating to

trading undertaken in the UK.

3 Operating profit

	2026	2025
Operating profit is stated after charging/(crediting):	£m	£m
Depreciation of property, plant and equipment	4.2	3.1
Depreciation of right-of-use assets	4.0	3.8
Amortisation of intangible assets	4.4	3.6
Low-value asset and short-term lease expense	0.4	0.3
Foreign exchange (gain)/loss	(3.6)	5.1
Inventories expensed in the year	1,223.3	856.4
Movement in trade receivables provision as potentially uncollectable, recovered or written off during the year	3.3	1.4
Auditor’s remuneration
Fees payable for the audit of the Company’s annual accounts and consolidated annual statements	0.8	0.8
Fees payable for audit-related services	—	—
Total for statutory audit services	0.8	0.8
Fees payable for the half-year review of the condensed financial statements	0.1	0.1
Total for non-audit-related services	0.1	0.1

For details on employee numbers and employee costs, please see note 27.

146 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

4 Finance income and finance cost

	2026	2025
	£m	£m
Bank interest income	8.5	7.3
Lease liability interest cost	(2.1)	(2.0)

5 Income tax

The major components of the income tax expense for the years ended 31 July 2026 and 31 July 2025 are:

	2026	2025
	£m	£m
Consolidated statement of profit or loss
Current income tax charge in the year	54.9	44.1
Adjustment in respect of current income tax of previous years	0.7	(0.3)
Foreign tax relief/other relief	(0.6)	(0.4)
Foreign tax suffered	0.5	0.4
Total current income tax charge	55.5	43.8
Deferred tax
Current year	(2.9)	1.1
Adjustments in respect of prior periods	(0.1)	0.3
Deferred tax charge	(3.0)	1.4
Total tax charge	52.5	45.2
Reconciliation of total tax charge
Reconciliation of tax expense and accounting profit multiplied by the Group’s domestic tax rate for 2026
and 2025:
Profit on ordinary activities before taxation	202.8	178. 2
Profit on ordinary activities before taxation multiplied by the standard rate of UK corporation tax of 25%
(2025: 25%)	50.7	44.6
Effects of:
Non-deductible expenses	1.3	0.6
Adjustment to previous periods	0.6	—
Share options	(0.1)	—
	1.8	0.6
Income tax charge reported in profit or loss	52.5	45.2

In the year ended 31 July 2026, £0.1m (2025: £0.1m) of current tax was credited to equity and £0.6m (2025: £0.2m) of deferred tax

was credited to equity.

The Group has assessed its exposure to the OECD Pillar Two global minimum tax rules for the year ended 31 July 2026. As the

Irish permanent establishment failed the Transitional CbCR Safe Harbour assessment in FY2025, a full GloBE calculation was performed

for FY2026. Based on the assessment performed, the effective tax rate attributable to the Irish permanent establishment exceeds

the 15% minimum tax rate required under Pillar Two. As a result, no Pillar Two Top-up Tax liability arises in respect of Ireland and

no Pillar Two provision has been recognised in these financial statements.

6 Dividends

	2026	2025
	£m	£m
Declared and paid during the year
Special dividend on ordinary shares (16.1p per share (2025: 20.9p))	32.2	41.8
Final dividend on ordinary shares (20.4p per share (2025: 18.1p))	40.8	36.1
Interim dividend on ordinary shares (9.9p per share (2025: 8.9p))	19.5	17. 8
	92.5	95.7

A final dividend of 21 .6p per share has been recommended by the Directors and if approved by shareholders will be paid on

21 December 2026. The final ordinary dividend will be payable to shareholders whose names are on the register at the close

of business on 13 November 2026. Shares in the Company will be quoted ex-dividend on 12 November 2026. The last day for

dividend reinvestment plan (‘DRIP’) elections is 30 November 2026.

The Board recommends the final dividend for shareholders’ approval.

147Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

6 Dividends continued

Softcat’s ordinary dividend policy remains a progressive one which targets an annual dividend of between 40% and 50% of the

Group’s profits after tax in each financial year before any exceptional items. In determining the level of dividend in any year in

accordance with the policy, the Board considers a number of other factors that influence the proposed dividend, which include

but are not limited to:

• the level of available distributable reserves in the Company;

• future cash commitments and investment needs to sustain the long-term growth prospects of the business; and

• potential strategic opportunities.

Softcat’s constitution does not limit or oblige the Group to any minimum or maximum dividend payments. However, no dividend

may exceed the amount recommended by the Directors and all dividends shall be paid in accordance with any relevant legislation.

The Audit and Risk Committee on behalf of the Board reviews the distributable reserves of the Group as part of its half-year and

full-year reviews. The Board then considers the Audit and Risk Committee’s review as part of its process to approve or

recommend dividends.

Softcat intends to continue to fund its dividends through the cash generated by the business. Details of the Group’s continuing

viability and going concern can be found on page 63 and pages 132 to 134 respectively.

7 Property, plant and equipment

		Freehold			Fixtures,
		land and	Building	Computer	fittings and	Motor
		buildings	improvements	equipment	equipment	vehicles	Total
	Note	£m	£m	£m	£m	£m	£m
Cost
At 1 August 2024		3.4	9.1	2.6	5.5	0.6	21.2
Additions		—	8.1	1.8	1.9	—	11.8
Acquired through business combinations	10	—	—	—	0.1	—	0.1
Disposals		—	(1.3)	—	(0.8)	—	(2.1)
At 31 July 2025		3.4	15.9	4.4	6.7	0.6	31.0
Additions		—	3.7	1.7	0.6	—	6.0
Disposals		—	(3.0)	—	(0.2)	—	(3.2)
At 31 July 2026		3.4	16.6	6.1	7.1	0.6	33.8
Depreciation
At 1 August 2024		0.3	5.4	2.1	3.3	0.3	11.4
Disposals		—	(1.2)	—	(0.5)	—	(1.7)
Impairment charge		1.3	—	—	—	—	1.3
Charge for the year		0.1	1.5	0.6	0.7	0.2	3.1
At 31 July 2025		1.7	5.7	2.7	3.5	0.5	14.1
Disposals		—	(2.8)	—	(0.1)	—	(2.9)
Charge for the year		0.1	1.9	1.1	1.0	0.1	4.2
At 31 July 2026		1.8	4.8	3.8	4.4	0.6	15.4
Net book value
At 31 July 2026		1.6	11.8	2.3	2.7	—	18.4
At 31 July 2025		1.7	10.2	1.7	3.2	0.1	16.9

Additions in the year related to the new office fit outs in the year.

Freehold land amounting to £1.4m (2025: £1.4m) has not been depreciated.

There is no material difference between the carrying and fair value of the underlying assets as at both 31 July 2026 and 31 July 2025.

As at 31 July 2026 and 31 July 2025, Clydesdale Bank Plc held a fixed and floating charge over certain assets held by the Group,

in respect of secured liabilities/debenture.

148 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

8 Right-of-use assets and lease liabilities

Leases – as a lessee

Softcat has lease contracts for various offices across the country and overseas used for its operations. Property leases generally

have lease terms of between three and ten years. A number of these contracts include extension and termination options which

are discussed below.

Softcat also has lease contracts for electric vehicles to facilitate an employee benefit programme, which generally have lease

terms of between two and five years.

Set out below are the carrying amounts of right-of-use assets recognised and movements during the year:

		2026	2025
	Note	£m	£m
Opening right-of-use asset as at 1 August		31.8	10.1
Lease additions and modifications		5.4	27. 6
Acquired through business combinations	10	—	1.1
Disposals		—	(3.2)
Depreciation		(4.0)	(3.8)
Closing right-of-use asset as at 31 July		33.2	31.8

The weighted average incremental borrowing rate as used for the year is 5.6% (2025: 4.8%).

Set out below are the carrying amounts of lease liabilities included under current and non-current liabilities and the movements

during the year:

		2026	2025
	Note	£m	£m
Opening lease liability as at 1 August		35.2	10.4
Lease additions and modifications		5.4	27. 6
Acquired through business combinations	10	—	1.1
Disposals		—	(3.5)
Accretion of interest		2.1	2.0
Payments		(4.8)	(2.4)
Closing lease liability as at 31 July		37.9	35.2
Split as:
Short term		5.6	4.3
Long term		32.3	30.9

Lease additions in the year related to new property and electric vehicle leases.

Softcat had no variable lease expenses charged or income from sub-leases credited to the Consolidated statement of profit

or loss and other comprehensive income, nor any sale and leaseback transactions.

Softcat has several lease contracts that include termination options. These options are negotiated by management to provide

flexibility in managing the leased asset portfolio to align to business needs. Management exercises judgement in determining

whether these options are reasonably certain to be exercised.

As at 31 July 2026, the undiscounted potential future rental payments relating to periods following the exercise date of termination

options that are not included in the lease term were £Nil (2025: £Nil). The total value of lease charges for low-value and short-term

leases charged to the Consolidated statement of profit or loss and other comprehensive income for the year was £0.4m (2025: £0.3m).

149Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

9 Intangible assets

					Software
			Customer		under	Computer
		Goodwill	relationships	Brands	development	software	Total
	Note	£m	£m	£m	£m	£m	£m
Cost
At 1 August 2024		—	—	—	3.8	12.0	15.8
Additions		—	—	—	0.7	2.7	3.4
Acquired through business combinations	10	6.7	1.9	0.5	—	—	9.1
Reclassifications		—	—	—	(3.8)	3.8	—
Disposals		—	—	—	—	(0.4)	(0.4)
At 31 July 2025		6.7	1.9	0.5	0.7	18.1	27.9
Additions		—	—	—	0.6	—	0.6
Reclassifications		—	—	—	(0.7)	0.7	—
At 31 July 2026		6.7	1.9	0.5	0.6	18.8	28.5
Amortisation
At 1 August 2024		—	—	—	—	4.2	4.2
Charge for the year		—	0.2	0.1	—	3.3	3.6
Disposals		—	—	—	—	(0.5)	(0.5)
At 31 July 2025		—	0.2	0.1	—	7.0	7.3
Charge for the year		—	0.5	0.2	—	3.7	4.4
At 31 July 2026		—	0.7	0.3	—	10.7	11.7
Net book value
At 31 July 2026		6.7	1.2	0.2	0.6	8.1	16.8
At 31 July 2025		6.7	1.7	0.4	0.7	11.1	20.6

Software under development capitalised relates to enhancements to existing capitalised software, along with new systems being

designed and built internally.

The material asset included within computer software relates to the enterprise resource planning (‘ERP’) system that went live in

FY2022. The net book value on this asset as at the end of the year was £3.8m (2025: £5.3m). The remaining useful economic life

is three years.

The amortisation of intangible assets is included in administrative expenses within the Consolidated statement of profit or loss

and other comprehensive income. See note 3.

Goodwill

An impairment review has been performed over the goodwill attributable to the Group’s Oakland business. The impairment

review has been based on the value in use of the Oakland cash-generating unit, which was acquired in FY2025. In assessing value

in use, the impairment review draws on the business’s three-year plan. Post-acquisition the business performed broadly in line

with expectations. Other key assumptions in the cash flow projections are those regarding revenue growth and EBITDA margins.

Long-term growth rates are set no higher than the long-term economic growth projections of the UK, which is where the business

operates. Management applies pre-tax discount rates in the value in use estimation that reflect current market assessments of the

time value of money and the risks specific to the CGUs and businesses under review. The discount rates and long-term growth

rates applied in the annual impairment reviews conducted in the current and prior year are as follows:

		2026		2025
	Long-term		Long-term
	growth rate	Discount rate	growth rate	Discount rate
Oakland	2.0%	10.2%	2.0%	12.5%

For the year ended 31 July 2026, no impairment has been recognised against the goodwill. The valuation based on the current

three-year plan results in a recoverable amount that exceeds the asset value, with significant headroom available.

10 Business combinations

Acquisitions in the prior year:

On 4 April 2025, the Group acquired 100% of the share capital of Oakland Group Services Limited, a non-listed company based in

the United Kingdom and specialising in the provision of data platform, data strategy, data governance, data analytics and artificial

intelligence consultancy. The Group acquired Oakland Group Services Limited because it significantly enhances the Group’s

capability in providing these services to existing and new customers.

The business was acquired for a total cash consideration of £8.0m with total identifiable net assets of £2.7m, generating goodwill

of £6.7m.

150 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governance

Strategic report

10 Business combinations continued

Acquisitions in the prior year: continued

The fair value of the identifiable assets and liabilities of Oakland Group Services Limited as at the date of acquisition was:

		Fair value
		recognised on
		acquisition
	Notes	£m
Non-current assets
Property, plant and equipment	7	0.1
Right-of-use assets	8	1.1
Intangible assets	9	2.4
Investments		0.1
		3.7
Current assets
Trade and other receivables	12	2.0
Cash and cash equivalents	17	0.6
		2.6
Total assets		6.3
Current liabilities
Trade and other payables	14	(1.8)
Lease liabilities	8	(0.3)
		(2.1)
Non-current liabilities
Deferred tax liability	18	(0.7)
Lease liabilities	8	(0.8)
		(1.5)
Total liabilities		(3.6)
Total identifiable net assets at fair value		2.7
Goodwill on acquisition		6.7
Consideration transferred settled in cash		(8.0)
Cash and cash equivalents acquired		0.6
Net cash outflow on acquisition		(7.4)

The purchase agreement included additional contingent consideration with service conditions and contingent consideration

without service conditions. The additional contingent consideration without service conditions of up to £1.6m is payable only

if the average profit performance for Oakland’s 2026, 2027 and 2028 financial years exceeds targeted levels agreed by both

parties. The additional contingent consideration will be payable on 31 March 2027 and 31 March 2028. The additional contingent

consideration liability recognised represents the present value of the Group’s probability-weighted estimate of the cash outflow.

It reflects management’s probability-weighted estimate of achieving the base case, downside case and upside case targets. The

liability for additional contingent consideration with service conditions is not classified as consideration transferred under IFRS 3,

and is disclosed as other employment costs (Note 27).

As part of the acquisition, the Group obtained a minority equity interest in a private limited company. The investment does not

provide the Group with control or significant influence over the investee and has therefore been recognised as a financial asset.

11 Inventories

	2026	2025
	£m	£m
Finished goods and goods for resale	12.2	151.9

The decrease in inventories at the year end is predominantly driven by the prior year end consisting of stock held and in transit for

a specific customer order yet to be delivered. As control of the goods had not passed to the customer at the year end, the revenue

and cost of sale were not recognised.

The amount of any write down of inventory recognised as an expense in the year was £Nil (2025: £Nil).

151Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

12 Trade and other receivables

	2026	2025
	£m	£m
Trade receivables	737.8	547.4
Provision against receivables	(7.8)	(4.5)
Net trade receivables	730.0	542.9
Unbilled receivables	83.8	59.4
Prepayments	11.9	10.3
Accrued income	28.1	17.6
Deferred costs	40.5	82.9
	894.3	713.1

The decrease in deferred costs is predominantly driven by the prior year end consisting of a specific order where Softcat

had settled the purchase invoice, the supplier had not yet shipped the goods and Softcat had not yet fulfilled their contractual

obligation to the customer at the year end.

The provision against receivables follows the expected credit loss model under IFRS 9. The Directors consider that the carrying

amount of trade and other receivables approximates to their fair value.

The ageing profile of trade receivables was as follows:

		Related			Related
	2026	provision	Net	2025	provision	Net
	£m	£m	£m	£m	£m	£m
Current	599.2	(5.1)	594.1	425.8	(2.3)	423.5
0–30 days	98.6	(0.7)	97.9	82.5	(0.7)	81.8
31–60 days	21.4	(0.3)	21.1	18.6	(0.2)	18.4
61–90 days	7.7	(0.2)	7.5	7.9	(0.3)	7.6
Over 90 days	10.9	(1.5)	9.4	12.6	(1.0)	11.6
Total due	737. 8	(7.8)	730.0	547.4	(4.5)	542.9

The Group provides against its trade receivables using the forward-looking expected credit loss model under IFRS 9. An impairment

analysis is performed at each reporting date. Provisions against future recoverability are set to reflect probability-weighted outcomes,

analysis of prior events and current conditions. Further details on how the Group manages its credit risk can be found in note 24.

Movement in the provision for trade receivables was as follows:

	2026	2025
	£m	£m
Balance at beginning of year	4.5	3.1
Increase for trade receivables regarded as potentially uncollectable	5.3	3.1
Decrease in provision for trade receivables recovered, or written off, during the year	(2.0)	(1.7)
Balance at end of year	7.8	4.5

Set out below is the information about the credit risk exposure on Softcat’s trade receivables:

	Current	<30 days	31–60 days	61–90 days	>91 days	Total
31 July 2026	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.85%	0.78%	1.40%	2.37%	13.50%	1.06%
Estimated total gross carrying amount at default	599.2	98.6	21.4	7.7	10.9	737.8
Expected credit loss	(5.1)	(0.7)	(0.3)	(0.2)	(1.5)	(7. 8)

	Current	<30 days	31–60 days	61–90 days	>91 days	Total
31 July 2025	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.54%	0.83%	0.83%	3.75%	7.90%	0.81%
Estimated total gross carrying amount at default	425.8	82.5	18.6	7.9	12.6	547.4
Expected credit loss	(2.3)	(0.7)	(0.2)	(0.3)	(1.0)	(4.5)

Unbilled receivables and accrued income have been reviewed by management and have been determined to have an immaterial

impact on our expected credit losses. The Group does not hold collateral as security.

As part of our assessment of expected credit losses, we assess for specific potentially uncollectable debt as well as wider

macro-economic factors that may require provision. See note 24 for details on how the Group approaches its exposure to credit risk.

152 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

13 Contract fulfilment assets

	2026	2025
	£m	£m
Contract fulfilment assets	—	72.6

The decrease in contract fulfilment assets at the year end is driven by a specific order in the prior year end where Softcat had

delivered goods to the customer but had not yet met the revenue recognition criteria under IFRS 15.

14 Trade and other payables

	2026	2025
	£m	£m
Trade payables	476.0	285.9
Other taxes and social security	16.6	20.8
Accruals	195.7	163.9
Other creditors	—	0.8
	688.3	471.4

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

Softcat benefits from a strong credit profile and established relationships with technology vendors and other suppliers. Certain

suppliers provide trade credit directly, while others choose to sell receivables arising from customer transactions to financial

institutions, which subsequently manage collections. These arrangements are standard industry practice and do not alter the

underlying commercial terms agreed with Softcat, with payment terms typically ranging from 30 to 60 days.

For a supplier that participates in such programmes, Softcat’s involvement is generally limited to receiving payment instructions

and settling invoices in accordance with the original contractual terms. The arrangement is established by the supplier as part of

their wider customer and reseller programmes and was not initiated or negotiated by Softcat to obtain extended payment terms

or additional financing benefits.

Management has assessed the accounting and presentation of these arrangements based on their specific terms and conditions.

Following this assessment, Softcat has concluded that the arrangements do not result in a substantive change to the nature of

the related liabilities, payment terms, or the Group’s exposure to liquidity risk. Accordingly, the Group has determined that the

arrangements do not have a material impact on its working capital management and that the additional disclosure requirements

of IFRS 7 and IAS 7 in respect of supplier finance arrangements are not material to the Group.

15 Provisions

		Legal and
	Property	other	Total
	£m	£m	£m
At 1 August 2025	—	—	—
Reclassifications from accruals	1.3	1.4	2.7
Charge recognised in profit or loss	0.9	8.8	9.7
Utilised during the year	(0.6)	(0.9)	(1.5)
At 31 July 2026	1.6	9.3	10.9

The reclassification from accruals relates to provisions previously reported within accruals and are presented separately in the

current year.

The legal and other provisions relate to customer, supplier, employee and other related matters.

16 Contract liabilities

	2026	2025
	£m	£m
Deferred income	75.2	346.5

Deferred income is split as follows:

	2026	2025
	£m	£m
Short-term deferred income	59.4	333.2
Long-term deferred income	15.8	13.3
	75.2	346.5

153Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

16 Contract liabilities continued

Contract balances

Deferred income includes short-term and long-term goods or services to be delivered to a customer by Softcat for which there is

a contractual obligation arising from receipt of consideration or amounts due from the customer. During the current year, £333.2m

(2025: £32.0m) has been recognised in revenue resulting from these contract liabilities existing as at 31 July 2025. As at 31 July 2026,

£61.9m remains on the Consolidated statement of financial position as a contract liability resulting from transactions arising from

the year to 31 July 2026. Softcat expects that £59.4m of the balance as at 31 July 2026 will be released in FY2027 with the balance

released within two to five years of the end of FY2026.

17 Cash and cash equivalents

	2026	2025
	£m	£m
Cash at bank and in hand	199.9	182.3

Cash and cash equivalents comprise cash at bank and cash in hand. Cash at bank earns interest at floating rates based on daily

bank deposit rates. All cash held is accessible and is not restricted for any period of time.

18 Deferred tax

The deferred tax asset is made up as follows:

	2026	2025
	£m	£m
Accelerated capital allowances	(2.3)	(2.1)
Share-based payments	5.7	2.7
Other temporary differences	1.4	0.7
Intangibles acquired in the year	(0.4)	(0.5)
Deferred tax assets	4.4	0.8

	2026	2025
	£m	£m
Reconciliation of deferred tax asset
Balance at beginning of year	0.8	2.6
Adjustment in respect of prior years	0.1	(0.3)
Profit and loss account	2.9	(1.1)
Credit to equity	0.6	0.2
Movement arising from the acquisition of business	—	(0.6)
Balance at end of year	4.4	0.8

The Group recognises all deferred tax movements in the year within the income statement, except for £0.6m credited (2025: £0.2m

credited) to equity in relation to deferred tax movements on share-based payments.

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current

tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

		2026			2025
	Income			Income
	statement	SOCIE	Total	statement	SOCIE	Total
	£m	£m	£m	£m	£m	£m
Current tax
Movement in respect of prior years	0.7	—	0.7	(0.3)	—	(0.3)
Movement in respect of current year	54.8	(0.1)	54.7	44.2	(0.1)	44.1
Total current tax	55.5	(0.1)	55.4	43.9	(0.1)	43.8
Deferred tax
Movement in respect of prior years	(0.1)	—	(0.1)	0.3	—	0.3
Movement in respect of current year:
Share options	(2.4)	(0.6)	(3.0)	(0.3)	(0.2)	(0.5)
Fixed assets	0.1	—	0.1	1.3	—	1.3
Other temporary differences	(0.6)	—	(0.6)	—	—	—
Total deferred tax	(3.0)	(0.6)	(3.6)	1.3	(0.2)	1.1
Total tax	52.5	(0.7)	51.8	45.2	(0.3)	44.9

154 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

19 Pension and other post-retirement benefit commitments

Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the

Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the

fund. At the year end, pension contributions of £1.3m (2025: £1.1m) were outstanding.

	2026	2025
	£m	£m
Contributions payable by the Group for the year	5.9	5.0

20 Share capital

Authorised share capital

In accordance with the Companies Act 2006, the Company no longer has authorised share capital. The Company’s Articles of

Association have been amended to reflect this change.

			2026	2025
			£m	£m
Allotted and called up 196,891,493	(2025: 199,946,262) ordinary shares of 0.05p each		0.1	0.1
18,933	(2025:	18,933) deferred shares of 1p each	—	—
			0.1	0.1

Note:

At 31 July 2026 deferred shares had an aggregate nominal value of £189.33 (2025: £189.33).

In the year ended 31 July 2026, 244,801 (2025: 146,211) new ordinary shares were issued to satisfy the exercise of share options

and 52,591 ordinary shares (2025: 35,590) were issued to satisfy exercises under the Deferred Share Bonus Plan.

On 7 January 2026 the Group entered into an irrevocable non-discretionary share buyback programme up to a maximum of

£45.0m. The share repurchase scheme commenced on 8 January 2026, with 3,352,161 shares repurchased and cancelled in the

year for a total consideration of £45.0m (including stamp duty and commission). The Group completed the share buyback process

on 13 February 2026.

No issued ordinary shares of 0.05p each were unpaid at 31 July 2026 (2025: £Nil unpaid).

All ordinary shares rank pari passu in all respects.

Deferred shares do not have rights to dividends and do not carry voting rights.

Own share transactions

In the year ended 31 July 2026, the SIP Trust returned £Nil (2025: £Nil) to the Group through share recycling.

21 Earnings per share

	2026	2025
	p	p
Earnings per share
Basic	75.8	66.6
Diluted	75.3	66.2

The calculation of the basic earnings per share and diluted earnings per share is based on the following data:

	2026	2025
	£m	£m
Earnings
Earnings for the purposes of earnings per share, being profit for the year	150.3	133.0

The weighted average number of shares is given below:

	2026	2025
	m	m
Number of shares used for basic earnings per share	198.3	199.7
Number of shares expected to be issued at nil consideration following exercise of share options	1.3	1.2
Number of shares used for diluted earnings per share	199.6	200.9

155Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

22 Notes to the Consolidated statement of cash flows

Reconciliation of operating profit to net cash inflow from operating activities

	2026	2025
	£m	£m
Operating profit	196.4	172.9
Depreciation of property, plant and equipment	4.2	3.1
Depreciation of right-of-use assets	4.0	3.8
Amortisation of intangibles	4.4	3.6
Impairment of property, plant and equipment	—	1.3
Loss on disposal of property, plant and equipment	0.3	0.4
Gain on disposal of right-of-use assets	—	(0.3)
Dividend equivalents paid	(0.1)	(0.1)
Acquisition associated costs	—	0.7
(Gain)/loss on foreign exchange	(3.1)	2.7
Cost of equity-settled employee share schemes	13.6	4.2
Operating cash flow before movements in working capital	219.7	192.3
Decrease/(increase) in inventory	139.7	(149.0)
Increase in trade and other receivables and contract fulfilment assets	(108.6)	(199.3)
(Decrease)/increase in trade and other payables and contract liabilities	(42.8)	343.5
Cash generated from operations	208.0	187. 5
Income taxes paid	(50.5)	(46.8)
Net cash from operating activities	157.5	140.7

23 Financial commitments

Guarantees

As at 31 July 2026 and 31 July 2025, Softcat Plc has no guarantees or other financial commitments.

24 Financial instruments and financial risk management

The Group’s principal financial liabilities comprise trade and other payables, lease liabilities, and derivative financial liabilities.

The primary purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets

comprise trade and other receivables, derivative financial assets, and cash that derive directly from its operations.

Financial assets

The financial assets of the Group were as follows:

	2026	2025
	£m	£m
Financial assets held at amortised cost:
Cash at bank and in hand	199.9	182.3
Trade and other receivables	841.8	619.9
	1,041.7	802.2
Financial assets held at fair value through profit and loss:
Derivative financial assets not designated as hedging instruments	0.2	—
Financial assets held at fair value through other comprehensive income:
Derivative financial assets designated as hedging instruments	1.0	—

The Directors consider that the carrying amount for all financial assets approximates to their fair value.

156 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

24 Financial instruments and financial risk management continued

Financial liabilities

The financial liabilities of the Group were as follows:

	2026	2025
	£m	£m
Financial liabilities held at amortised cost:
Trade payables	(476.0)	(285.9)
Accruals	(195.7)	(163.9)
Lease liabilities	(37.9)	(35.2)
	(709.6)	(485.0)
Financial liabilities held at fair value through profit and loss:
Derivative financial liabilities not designated as hedging instruments	(0.2)	—
Financial liabilities held at fair value through other comprehensive income:
Derivative financial liabilities designated as hedging instruments	(0.9)	—

The Directors consider that the carrying amount of financial liabilities (excluding lease liabilities) approximates to their fair value.

Financial risk management

The Group is exposed to interest rate risk, foreign currency risk, credit risk and liquidity risk. The Group’s senior management

oversees the management of these risks and ensures that the Group’s financial risk taking is governed by appropriate policies

and procedures and that financial risks are identified, measured and managed in accordance with Group policies and Group

risk appetite. During the year, no external debt was required. The Group entered into a revolving credit facility in the year,

however as at 31 July 2026, this had not been drawn down upon.

The Board of Directors reviews and agrees the policies for managing each of these risks, which are summarised below:

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in

market interest rates. At the year end, the Group has no borrowings and therefore the exposure to interest rate risk is limited

to the rates received as interest income on cash deposits. The Group accepts the risk of losing interest on deposits. Due to the

limited exposure to interest rate risk, no sensitivity analysis has been prepared.

Foreign currency risk

The Group is exposed to foreign exchange risk primarily on USD-denominated purchases. To manage this risk, the Group enters

into forward foreign exchange contracts to hedge forecast cash outflows. The objective of the hedging programme is to reduce

variability in forecast sterling-equivalent foreign currency cash flows arising from movements in exchange rates. Hedges are

generally executed in advance of the forecast exposure in line with the Group’s treasury policy and are designated as cash flow

hedges under IFRS 9.

The fair values of cash flow hedging instruments are presented as derivative financial assets and derivative financial liabilities

on the balance sheet.

The Group uses foreign exchange forward contracts to hedge foreign currency risk arising on forecast and contracted foreign

currency cash flows. These are used both in a rolling cash flow hedging programme, currently focused on forecast USD cash

outflows, and in transactional hedges for specific larger or longer-dated exposures.

The designated hedged risk is the foreign currency risk component of the forecast or contracted foreign currency cash flows.

This component represents the variability in sterling-equivalent cash flows arising from movements in the relevant foreign exchange

rate, principally GBP/USD. The Group determines this risk component by reference to forecast and contracted purchases denominated

in foreign currencies and measures it using observable spot and forward exchange rates. The fair value of derivative financial

instruments is classified as level 2 in accordance with IFRS 13. The designated risk component relates only to the foreign exchange

element of the overall purchase cash flow. Other factors that may affect the total purchase cost, including supplier pricing,

product mix, volumes, rebates and other commercial factors, are not designated as part of the hedged item.

The Group determines the economic relationship between the hedged item and the hedging instrument by comparing their

critical terms, including the amount, maturity, timing and currency, and by assessing whether they are expected to offset each

other in response to the same foreign exchange risk. The hedge ratio reflects the quantity of exposure that the Group actually

hedges and the quantity of forward contracts used for that purpose, and is typically 1:1. Sources of hedge ineffectiveness include

changes in the timing or amount of the forecast cash flows, differences in critical terms between the hedged item and the

hedging instrument, and changes in credit risk. Ineffectiveness is recorded within the consolidated statement of profit and loss

and other comprehensive income as administrative expenses.

157Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

24 Financial instruments and financial risk management continued

Financial risk management continued

Foreign currency risk continued

Details of the Group’s undiscounted contractual future cash flows are detailed below:

		Less than		More than	Total at
		3 months	3–6 months	6 months	31 July 2026
Notional principal amounts	Average rate	millions	millions	millions	millions
FX forwards designated as cash flow hedges – buy USD/sell GBP	1.34	$89.3	$8.9	$66.1	$164.3
FX forwards designated as cash flow hedges – buy GBP/sell USD	0.77	—	£1.4	£18.4	£19.8

A schedule of movements recorded in the cash flow hedge reserve is shown below:

	2026	2025
	£m	£m
At 1 August	(0.3)	(0.3)
Recognised in other comprehensive income
Gains recognised in OCI on cash flow hedges	1.0	—
Amounts reclassified from cash flow hedge reserve to profit or loss – hedged item affected profit or loss	(0.7)	—
At 31 July	—	(0.3)

Details of the material foreign currencies in which the Group’s trade receivables, cash and cash equivalents, and trade payables

are denominated are set out below:

	2026		2025
	USD	EUR	USD	EUR
	£m	£m	£m	£m
Trade receivables	114.6	23.3	52.6	16.3
Cash and cash equivalents	26.5	14.7	25.9	1.8
Trade payables	(148.7)	(18.6)	(87.1)	(10.7)
	(7.6)	19.4	(8.6)	7.4

The following table demonstrates the profit before tax sensitivity to possible changes in currency exchange rates with GBP, all other

variables held constant.

	2026		2025
	USD	EUR	USD	EUR
	£m	£m	£m	£m
5% increase in rate	0.4	(0.9)	0.4	(0.4)
5% decrease in rate	(0.4)	1.0	(0.5)	0.4

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading

to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables and committed

customer orders awaiting fulfilment) and from its financing activities, including deposits with banks and financial institutions.

158 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

24 Financial instruments and financial risk management continued

Financial risk management continued

Trade receivables

Credit risk from trade receivables is managed in accordance with the Group’s established policy, procedures and control relating to

customer credit risk management. A customer’s credit quality is assessed based on an extensive credit rating scorecard as well as

third-party inputs and individual credit limits are defined in accordance with this assessment. The assessment also incorporates the

consideration of the length of the exposure which is especially relevant for orders with longer lead times or multi-year commitments.

The Company operates a trade credit insurance policy providing the Group with insurance coverage over approved customer

balances, within policy parameters.

Outstanding customer receivables are regularly monitored. At 31 July 2026, the Group had 1,114 customer accounts (2025:

897 customers) that owed the Group more than £100,000 each. These accounts accounted for approximately 9% (2025: 8%) of

the total number of receivable accounts and 83% (2025: 80%) of the total value of amounts receivable. There were 118 customers

(2025: 70 customers) with balances greater than £1,000,000 accounting for approximately 1% (2025: 1%) of the total number of

receivable accounts and 45% (2025: 36%) of the total value of amounts receivable. There were 5 customers (2025: 2 customers)

with balances greater than £10,000,000 accounting for approximately 0.04% (2025: 0.02%) of the total number of receivable

accounts and 11% (2025: 6%) of the total value of amounts receivable.

The Group continues to monitor the impact of the current macro-economic environment, for example the low GDP growth,

inflationary and higher interest rate environments, and how this impacts our customer base. The receivables balance continues

to be well diversified and individual customers typically represent a very small proportion of the outstanding balance.

The requirement for impairment is analysed at each reporting date. The calculation is based on actual incurred historical data and

expected credit losses. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial

assets. The Group does not hold collateral as security. The Group has evaluated the concentration of risk with respect to trade

receivables, as there is limited reliance on single or few customers; instead, sales are typically small in size but large in volume

as is the number of customers; therefore, the Group considers concentration risk to be low. This is reflected by the fact that as

at 31 July 2026, no more than 2.7% (2025: 3.3%) of receivables are due from any one customer.

The Group provides against its customer credit exposure using the forward-looking expected credit loss model under IFRS 9.

Financial instruments and cash deposits

Credit risk from cash balances with banks and financial institutions is managed in accordance with Group policy. The Group has

significant cash reserves which are accessible immediately and without restriction. Credit risk with respect to cash deposits is

managed by carefully selecting the institutions with which cash is deposited and spreading its deposits across more than one

such institution to ease concentration risk. Cash balances are only held across a number of financial institutions and only with

financial institutions with a credit rating at or above investment grade. Credit ratings are reviewed on a regular basis.

Liquidity risk

The Group generates positive cash flows from operating activities and these fund short-term working capital requirements.

The Group aims to maintain significant cash reserves and none of its cash reserves are subject to restrictions. Access to cash

is not restricted and all cash balances could be drawn upon immediately if required. The Board carefully monitors the levels

of cash deposits and is comfortable that for normal operating requirements, no external borrowings are currently required.

The following table details the Group’s remaining contractual maturity for its financial liabilities based on undiscounted

contractual payments:

	Within 1 year	1 to 2 years	2 to 5 years	Over 5 years	Total
	£m	£m	£m	£m	£m
2026
Trade payables	(476.0)	—	—	—	(476.0)
Accruals	(195.7)	—	—	—	(195.7)
Lease liabilities	(5.6)	(5.1)	(11.7)	(25.2)	(47.6)
	(677.3)	(5.1)	(11.7)	(25.2)	(719.3)
2025
Trade payables	(285.9)	—	—	—	(285.9)
Accruals	(163.9)	—	—	—	(163.9)
Lease liabilities	(4.3)	(4.3)	(12.2)	(24.7)	(45.5)
	(454.1)	(4.3)	(12.2)	(24.7)	(495.3)

In both the current year and the prior year, materially all of the financial liabilities above, other than lease liabilities, have a

contractual settlement date of between zero and three months.

159Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

24 Financial instruments and financial risk management continued

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while also maximising the operating

potential of the business. The capital structure of the Group consists of equity attributable to equity holders of the Group,

comprising issued capital, reserves and retained earnings as disclosed in the Consolidated statement of changes in equity.

The Group is not subject to externally imposed capital requirements.

25 Capital commitments

At 31 July 2026, the Group had £Nil capital commitments (2025: £Nil).

26 Directors’ remuneration

	2026	2025
	£m	£m
Remuneration for qualifying services	3.7	2.9
Company pension contributions to defined contribution schemes	—	—
	3.7	2.9

During the year ended 31 July 2026, the Directors of the Group were awarded a total of 165,915 LTIP shares (2025: 90,570) at

an average exercise price of £Nil (2025: £Nil) and 47,177 shares (2025: 31,593) under the FY2017 Deferred Share Bonus Plan.

The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to two (2025: two).

The number of Directors who are entitled to receive shares under long-term incentive schemes during the year was two (2025: two).

Gains on share options exercised in the year were £1.4m (2025: £1.3m).

Share-based payment charges include £2.1m (2025: £0.8m) in respect of Directors.

For further information on Directors’ remuneration, please also see pages 94 to 112.

27 Employees

Number of employees

The average monthly number of employees (including Directors) during the year was:

	2026	2025
	Number	Number
Sales	1,875	1,751
Services	525	436
Administration	525	452
	2,925	2,639

Employment costs

	2026	2025
	£m	£m
Salaries, commissions and bonus	254.7	207.1
Social security costs	36.9	26.9
Other pension costs	5.9	5.0
Other employment costs	2.4	1.0
Employment costs – subtotal	299.9	240.0
Share option charge	13.6	4.2
Total employment costs including share option charge	313.5	244.2

Other employment costs include £2.4m (2025: £1.0m) related to the contingent consideration liability related to Oakland Group

Services Limited. The contingent consideration liability recognised represents the present value of the Group’s probability-

weighted estimate of the cash outflow. It reflects management’s probability-weighted estimate achieving the base case,

downside case and upside case targets.

160 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

28 Share option schemes

The Group operates a Long Term Incentive Plan (‘LTIP’) for Executive Directors and senior management and a Share Incentive Plan

(‘SIP’) for all employees.

The Group recognised the following expenses related to equity-settled share-based payment transactions:

	2026	2025
	£m	£m
Free share award	8.6	—
LTIP	5.0	4.2
Share option charge	13.6	4.2
Employer’s National Insurance contributions payable on all plans	2.2	0.9
Share option charge including employer’s National Insurance	15.8	5.1

All options vest at the end of the vesting period relating to that option or on the occurrence of a contingent event. This includes

substantial sale or substantial business asset sale. If the options remain unexercised after a period of ten years from the date

of grant, the options expire. Furthermore, the vesting of these share options is dependent on continued employment.

Following the public listing of shares in the Company, share options become readily convertible assets for which the Group is

liable for employer’s National Insurance contributions. The Group accrues for National Insurance contributions on a straight-line

basis from the date of award to the vesting date.

LTIP

The LTIP provides share awards to Executive Directors and senior management.

Executive Directors

Details in relation to the Softcat LTIP awards to Executive Directors are included in the Directors’ Remuneration Report on page 99.

During the year, 165,915 (2025: 90,570) share awards related to LTIP schemes were issued to two Executive Directors at £Nil

exercise price with a performance period of three years. The fair value of these awards was £2.0m (2025: £1.2m). Performance

conditions are linked to earnings per share and total shareholder return over the vesting period. The EPS linked element of the

LTIPs awarded in the year was valued using the Black-Scholes model and a Monte-Carlo simulation was used for the TSR linked

element of the award. The following assumptions were used to reach the below fair value:

	31 July 2026		31 July 2025
	EPS	TSR	EPS	TSR
Proportion of LTIP award	70%	30%	60%	40%
Share price at grant date (£)	14.25	14.25	16.30	16.30
Weighted average exercise price at grant date	—	—	—	—
Risk-free interest rate	3.68%	3.68%	4.70%	4.70%
Expected volatility	28%	28%	30%	30%
Dividend yield	—%	—%	—%	—%
Performance period (years)	3	3	3	3
Fair value (£)	14.25	7.71	16.30	4.14

Expected volatility has been determined using historical data reflecting share price movements covering the financial year.

During the year, 44,933 (2025: 33,591) LTIP options were exercised with an average weighted share price at the date of exercise

of £14.49 (2025: £15.22).

Deferred Share Bonus Plan

One-third of the Executive Directors’ annual bonus is paid in deferred shares unless the minimum shareholder requirements are met.

In the year, 47,177 (2025: 31,593) deferred shares relating to the 2025 Deferred Share Bonus Plan were issued to two Executive

Directors with a £Nil exercise price and a further vesting period of four years. The fair value is calculated using the share price on

the date of grant and the number of shares awarded. The fair value of deferred shares issued in the year is £0.7m (2025: £0.5m).

During the year, 52,591 (2025: 35,590) options arising from deferred share bonus plans were exercised with an average weighted

share price at the date of exercise of £14.29 (2025: £15.40).

161Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

28 Share option schemes continued

LTIP continued

Executive Directors continued

Senior management

An award of 318,696 (2025: 250,129) shares was made to members of the Executive Leadership Team and other senior management

in the year. These shares had an exercise price of £Nil at the date of grant and a performance period of three years. The fair value

of these awards was £3.8m (2025: £3.3m). As the exercise price of the options awarded in the year was £Nil, the charge has been

calculated by multiplying the number of shares issued by the share price on the date of grant, adjusted for an expected forfeiture

rate. The share price is the fair value of the equity instrument granted, which was £13.73 (2025: £15.57) at the grant date. The resultant

fair value is then recognised over the performance period.

During the year, 37,834 shares (2025: 49,684) were forfeited as members of senior management left the business prior to

completion of the vesting period.

The weighted average remaining contractual life under the exercise period of all LTIP awards is 8.33 years (2025: 8.91 years).

Share Incentive Plan (‘SIP’)

FY2015 free share award

The Group awarded free shares to its employees following the initial public offering in November 2015. Shares were allocated

to employees on the basis of length of service. Free shares awarded to an employee under the SIP were subject to a minimum

holding period of three years.

Historical employee attrition rates were used to calculate the expected number of shares expected to vest. The resulting income

statement charge was spread over the three-year vesting period with a corresponding entry in equity.

FY2026 free share award

During the year, the Group granted a one-off award of 415,700 free shares to eligible employees under the SIP. The award was

approved and communicated to employees prior to the financial year end. As there is no forfeiture provision attached to the

award, employees became unconditionally entitled to the shares in FY2026, and the full fair value of the award was recognised

as an expense during the year.

The Group recognised an equity-settled share-based payment expense of £8.6m during the year (2025: £Nil), with a

corresponding increase in equity. The shares were acquired and transferred to participants shortly after the reporting date,

though the SIP Trust was funded prior to the financial year end. Employer’s National Insurance contributions of £0.3m have also

been recognised based on the estimated future tax liability.

In addition, the Group’s voluntary partnership share purchase programme, which is open to all employees, is administered

through the SIP.

As at 31 July 2026, the SIP Trust held 583,153 (2025: 556,005) ordinary shares in the Company. The market value of the shares held

by the SIP Trust as at 31 July 2026 was £11.3m (2025: £9.1m).

The weighted average remaining contractual life of share-based payment arrangements at the year end was Nil (2025: 0.36 years).

162 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

28 Share option schemes continued

All share-based payment arrangements

The number and weighted average exercise price of all share-based payment arrangements (including LTIP) are as follows:

	Weighted average	No. of	Weighted average	No. of
	exercise price	shares as at	exercise price	shares as at
	£	31 July 2026	£	31 July 2025
Outstanding at 1 August	—	1,259,224	—	1,138,255
Granted during the year	—	531,788	—	369,443
Forfeited during the year	—	(28,960)	—	(49,684)
Exercised during the year	—	(307, 334)	—	(198,790)
Outstanding at 31 July		1,454,718		1,259,224
Exercisable at 31 July		46,074		145,094

The fair value of share-based payment arrangements granted in the year was £6.5m (2025: £5.0m), relating entirely to Long Term

Incentive Plan awards.

The weighted average remaining contractual life of share-based payment arrangements at the year end was 7.72 years (2025: 8.00 years).

29 Post-balance sheet events

GDT acquisition

On 17 September 2026, Softcat signed an agreement to acquire General Datatech, L.P. (‘GDT’), a leading US-based, multi-vendor

IT solutions provider. The transaction is expected to close no later than the end of Q1 CY2027, subject to customary regulatory

filings and approvals. The Group is currently assessing the financial impact of the acquisition.

The consideration will be funded through a combination of cash, new debt facilities comprising a term loan and revolving credit

facility, and the gross proceeds from the issuance of 18,730,158 new ordinary shares in the capital of the Company of £354m.

The issuance of new ordinary shares took place after the reporting date and therefore has no impact on the amounts recognised

at 31 July 2026. The timing and financial effect of the term loan and revolving credit facility cannot be estimated reliably at the

date of the approval of these accounts.

Softcat is actively managing the foreign exchange exposure associated with the acquisition and subsequent to the year end, the

Group entered into a derivative financial instrument to manage the foreign currency exposure. The instrument was entered into

after the reporting date and therefore has no impact on the amounts recognised at 31 July 2026. The ultimate financial effect of

the derivative will depend on the completion of the acquisition and movements in foreign exchange rates over the term of the

instrument and therefore cannot be estimated reliably at the date of approval of these financial statements.

Dividends

A final dividend of 21.6p per share has been recommended by the Directors and if approved by shareholders will be paid on

21 December 2026. The final ordinary dividend will be payable to shareholders whose names are on the register at the close

of business on 13 November 2026. Shares in the Company will be quoted ex-dividend on 12 November 2026. The last day for

dividend reinvestment plan (‘DRIP’) elections is 30 November 2026.

163Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

30 Related party relationships and transactions

Transactions with key management personnel

The remuneration of key management personnel, which consists of persons who have been deemed to be discharging

managerial responsibilities, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

	2026	2025
	£m	£m
Short-term employee benefits	4.2	3.5
Key management personnel share-based payment charges	2.3	1.1
	6.5	4.6

Key management personnel received a total of 235,234 share awards (2025: 134,318) at a weighted average exercise price

of £Nil (2025: £Nil).

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key

management personnel.

Dividends to Directors and former Directors

	2026	2025
	£m	£m
G Watt	0.1	0.1
G Charlton	0.1	0.1
R Perriss	—	—
V Murria	—	0.1
K Mecklenburgh	—	—
J Ferguson	—	—
M Prakash	—	—
L Weedall	—	—
	0.2	0.3

Vin Murria resigned as Non-Executive Director on 9 December 2024.

164 Softcat plc Annual Report and Accounts 2026

Notes to the consolidated financial statements continued

For the year ended 31 July 2026

Financial statements

Corporate governanceStrategic report

Company statement of financial position

As at 31 July 2026

Notes

2026

£m

2025

£m

Non-current assets

Property, plant and equipment D 18.3 16.7

Right-of-use assets E 32.3 30.5

Intangible assets F 8.5 11.7

Investment in subsidiaries Q 12.3 12.1

Deferred tax asset C 4.9 1.4

76.3 72.4

Current assets

Inventories G 9.7 151.9

Trade and other receivables H 860.2 721.4

Derivative financial assets 1.2 —

Contract fulfilment assets — 72.6

Income tax receivable — 1.8

Cash and cash equivalents K 188.5 158.8

1,059.6 1,106.5

Total assets 1,135.9 1,178.9

Current liabilities

Trade and other payables I (648.1) (457.4)

Contract liabilities J (57. 3) (334.9)

Provisions (10.9) —

Income tax payable (2.8) —

Derivative financial liabilities (1.1) —

Lease liabilities E (5.4) (3.9)

(725.6) (796.2)

Non-current liabilities

Contract liabilities J (13.3) (13.3)

Lease liabilities E (31.6) (30.1)

(44.9) (43.4)

Total liabilities (770.5) (839.6)

Net assets 365.4 339.3

Equity

Issued share capital M 0.1 0.1

Share premium account 5.0

5.0

Capital redemption reserve — —

Cash flow hedge reserve — (0.3)

Foreign exchange translation reserve 1.0 2.1

Retained earnings 359.3 332.4

Total equity 365.4 339.3

As permitted by Section 408 of the Companies Act 2006, the Company’s statement of profit or loss has not been included in these

financial statements.

The Company generated a profit for the year to 31 July 2026 of £150.2m (2025: £133.3m).

Dividend payments are disclosed in notes 6 and 29 to the consolidated financial statements.

The notes on pages 167 to 172 are an integral part of these financial statements.

The financial statements on pages 165 to 166 were approved by the Board of Directors and authorised for issue on 13 October 2026.

On behalf of the Board

Graham Charlton Katy Mecklenburgh

Chief Executive Officer Chief Financial Officer

Softcat plc company registration number: 02174990

165Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Company statement of changes in equity

For the year ended 31 July 2026

Equity attributable to owners of the Company

capital

£m

premium

account

£m

Capital

redemption

reserve

£m

Cash flow

hedge

reserve

£m

Foreign

exchange

translation

reserve

£m

Retained

earnings

£m

Total

£m

Balance at 1 August 2024 0.1 5.0 — (0.3) 2.8 290.4 298.0

Profit for the year — — — — — 133.3 133.3

Impact of foreign exchange on reserves — — — — (0.7) — (0.7)

Total comprehensive (expense)/income for the year — — — — (0.7) 133.3 132.6

Share-based payment transactions — — — — — 4.2 4.2

Dividends paid — — — — — (95.7) (95.7)

Dividend equivalents paid — — — — — (0.1) (0.1)

Tax adjustments — — — — — 0.3 0.3

Other — — — — — — —

Balance at 31 July 2025 0.1 5.0 — (0.3) 2.1 332.4 339.3

Profit for the year — — — — — 150.2 150.2

Impact of foreign exchange on reserves — — — — (1.1) — (1.1)

Net gain on cash flow hedge — — — 0.3 — — 0.3

Total comprehensive income/(expense) for the year — — — 0.3 (1.1) 150.2 149.4

Share-based payment transactions 28 — — — — 13.6 13.6

Dividends paid — — — — — (92.5) (92.5)

Share buyback —

— — — — (45.0) (45.0)

Dividend equivalents paid — — — — — (0.1) (0.1)

Tax adjustments — — — — — 0.7 0.7

Other — — — — — — —

Balance at 31 July 2026 0.1 5.0 — — 1.0 359.3 365.4

The share capital and share premium accounts represent the nominal value and premium arising on the issue of equity shares.

The reserve for own shares refers to ordinary shares held by a Share Incentive Plan (‘SIP’) Trust.

During the year ended 31 July 2026, 297,392 share options (2025: 181,801) were exercised and new shares were issued to satisfy

this exercise. Proceeds of £Nil (2025: £Nil) were realised from the exercise of these share options.

As at 31 July 2026, the SIP Trust held 106,596 shares (2025: 116,539) awarded to employees as part of the free share award,

subject to service conditions. A further 425,516 shares (2025: 388,425) were held on behalf of employees who have taken part

inthe Group’s voluntary partnership share purchase programme. The SIP also held 51,041 unallocated shares (2025: 51,041).

In the year, the Company announced and completed a Share Repurchase Programme to purchase the Company’s shares for

anaggregate value of £45.0m. The broker, J.P. Morgan Securities plc, managed the purchases on a non-discretionary basis,

purchasing shares within pre-set parameters on the open market and making their trading decisions independently of the

Company. The share repurchase scheme commenced on 8 January 2026 and completed on 13 February 2026, with 3,352,161

shares repurchased in the year for a total consideration of £44.7m plus stamp duty and commission costs of £0.3m. The purchase

has been treated as a distribution through retained earnings. All shares repurchased were subsequently cancelled.

The capital redemption reserve represents the nominal value of the share buyback completed in the year and totals £1,676 (2025: £Nil).

166 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

A. Accounting policies

A.1. Corporate information

The financial statements of Softcat plc (the ‘Company’) for the year ended 31 July 2026 were authorised for issue in accordance

with a resolution of the Directors on 13 October 2026.

Softcat plc is a public limited company incorporated and domiciled in England and Wales and whose shares are publicly traded.

The registered office is Solar House, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1LW, in the United Kingdom.

The principal activity of the Company continued to be that of a value-added IT reseller and IT infrastructure solutions provider

tothe corporate and public sector markets.

The Directors of the Group manage the Group’s risks at a Group level, rather than at an individual entity level. These risks are

detailed in note 24 of the Group’s financial statements (see pages 156 to 160).

A.2. Basis of preparation

The Company’s financial statements are included in the Softcat plc (the ‘Group’) consolidated financial statements for the year

ended 31 July 2026.

The financial statements of the Company have been prepared under the historical cost convention and are presented in the

Company’s presentational and functional currency of Pounds Sterling, and all values are rounded to the nearest hundred

thousand (‘£m’) except when otherwise stated.

The following disclosure exemptions from the requirements of IFRS have been applied in the preparation of the Company

financial statements, in accordance with FRS 101:

• The requirements of IFRS 7 Financial Instruments Disclosures.

• The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment.

• The requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement.

• The requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect

of paragraph 79(a)(iv) of IAS 1 and paragraph 73(e) of IAS 16 and paragraph 118(e) of IAS 38.

• The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1

Presentation of Financial Statements.

• The requirements of IAS 7 Statement of Cash Flows.

• The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

• The requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures.

• The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or

moremembers of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

• The requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairment of Assets, provided

that equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated.

• The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and

129 of IFRS 15 Revenue from Contracts with Customers.

• The requirements of IFRS 16 Leases paragraphs 52 and 58, the second sentence of paragraph 89 and paragraphs 90, 91

and93 of IFRS 16 Leases.

Where required, equivalent disclosures are given in the consolidated financial statements of Softcat plc.

SIP Trus t

The Company operates a SIP Trust for the benefit of eligible employees. The Company recognises the assets and liabilities of this

trust as its own until such assets held vest unconditionally with identified beneficiaries. The Company meets all costs incurred by

the trust. The SIP Trust is treated as an extension of the Company and included in these Company accounts.

B. Auditor’s remuneration

2026

£m

2025

£m

Fees payable for audit-related services 0.8 0.8

Total for statutory audit services 0.8 0.8

Fees payable for the half-year review of the condensed financial statements 0.1 0.1

Total for non-audit-related services 0.1 0.1

Notes to the Company financial statements

167Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

C. Income tax

The Company recognises all deferred tax movements in the year within the income statement, except for £0.6m credited

(2025:£0.2m credited) to equity in relation to deferred tax movements on share-based payments.

Deferred tax

The deferred tax asset is made up as follows:

2026

£m

2025

£m

Accelerated capital allowances (2.3) (2.1)

Share-based payments 5.7 2.7

Other temporary differences 1.5 0.8

Deferred tax assets 4.9 1.4

2026

£m

2025

£m

Reconciliation of deferred tax asset

Balance at beginning of year 1.4 2.6

Adjustment in respect of prior years 0.1 (0.3)

Profit and loss account 2.8 (1.1)

Credit to equity 0.6 0.2

Balance at end of year 4.9 1.4

D. Property, plant and equipment

Freehold

land and

buildings

£m

Building

improvements

£m

Computer

equipment

£m

Fixtures,

fittings and

equipment

£m

Motor

vehicles

£m

Total

£m

Cost

At 1 August 2025 3.4 15.9 4.4 6.4 0.6 30.7

Additions — 3.7 1.7 0.6 — 6.0

Disposals — (3.0) — (0.2) — (3.2)

At 31 July 2026 3.4 16.6 6.1 6.8 0.6 33.5

Depreciation

At 1 August 2025 1.7 5.7 2.7 3.4 0.5 14.0

Charge for the year 0.1 1.9 1.0 1.0 0.1 4.1

Disposals — (2.8) — (0.1) — (2.9)

At 31 July 2026 1.8 4.8 3.7 4.3 0.6 15.2

Net book value

At 31 July 2026 1.6 11.8 2.4 2.5 — 18.3

At 31 July 2025 1.7 10.2 1.7 3.0 0.1 16.7

Additions in the year related to the new office fit outs in the year.

Freehold land amounting to £1.4m (2025: £1.4m) has not been depreciated.

No assets are subject to restrictions on title or are pledged as security for liabilities (2025: £Nil).

E. Right-of-use assets and lease liabilities

2026

£m

2025

£m

Opening right-of-use asset as at 1 August 30.5 10.0

Lease additions and modifications 5.4 27.4

Disposals — (3.2)

Depreciation (3.6) (3.7)

Closing right-of-use asset as at 31 July 32.3 30.5

Notes to the Company financial statements continued

168 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

E. Right-of-use assets and lease liabilities continued

2026

£m

2025

£m

Opening lease liability as at 1 August 34.0 10.3

Lease additions and modifications 5.4 27.4

Disposals — (3.5)

Accretion of interest 2.0 2.0

Payments (4.4) (2.2)

Closing lease liability as at 31 July 37.0 34.0

Split as:

Short term 5.4 3.9

Long term 31.6 30.1

Lease additions in the year related to new property and motor vehicle leases.

F. Intangible assets

Software

under

development

£m

Computer

software

£m

Total

£m

Cost

At 1 August 2024 3.8 12.0 15.8

Additions 0.7 2.7 3.4

Disposals — (0.5) (0.5)

Reclassifications (3.8) 3.8 —

At 31 July 2025 0.7 18.0 18.7

Additions 0.6 — 0.6

Reclassifications (0.7) 0.7 —

At 31 July 2026 0.6 18.7 19.3

Amortisation

At 1 August 2024 — 4.2 4.2

Disposals — (0.5) (0.5)

Charge for the year — 3.3 3.3

At 31 July 2025 — 7.0 7.0

Charge for the year — 3.8 3.8

At 31 July 2026 — 10.8 10.8

Net book value

At 31 July 2026 0.6 7.9 8.5

At 31 July 2025 0.7 11.0 11.7

Software under development capitalised relates to enhancements to existing capitalised software, along with new systems being

designed and built internally. This includes the implementation of a new IT service management and customer service system.

Please refer to note 9 of the Group notes to the consolidated financial statements for details of material assets included within

intangible assets.

G. Inventories

2026

£m

2025

£m

Finished goods and goods for resale 9.7 151.9

The decrease in inventories at the year end is predominantly driven by the prior year end consisting of stock held and in transit for

a specific customer order yet to be delivered. As control of the goods had not passed to the customer at the year end, the

revenue and cost of sale were not recognised.

The amount of any write down of inventory recognised as an expense in the year was £Nil (2025: £Nil).

169Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

H. Trade and other receivables

2026

£m

2025

£m

Trade receivables 688.1 533.2

Provision against receivables (7.8) (4.5)

Net trade receivables 680.3 528.7

Amounts owed from Group undertakings 19.2 33.7

Unbilled receivables 81.3 53.5

Prepayments 11.7 10.0

Accrued income 28.1 11. 2

Deferred costs 39.6 84.3

860.2 721.4

The provision against receivables follows the expected credit loss model under IFRS 9. The Directors consider that the carrying

amount of trade and other receivables approximates to their fair value.

I. Trade and other payables

2026

£m

2025

£m

Trade payables 441.3 285.3

Other taxes and social security 14.7 20.3

Accruals 192.1 151.0

Other creditors — 0.8

648.1 457.4

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

J. Contract liabilities

2026

£m

2025

£m

Deferred income 70.6 348.2

Deferred income is split as follows:

2026

£m

2025

£m

Short-term deferred income 57. 3 334.9

Long-term deferred income 13.3 13.3

70.6 348.2

Deferred income includes short-term and long-term goods or services to be delivered to a customer by Softcat for which there

isa contractual obligation arising from receipt of consideration or amounts due from the customer.

K. Cash and cash equivalents

2026

£m

2025

£m

Cash at bank and in hand 188.5 158.8

Cash and cash equivalents comprise cash at bank and cash in hand. Cash at bank earns interest at floating rates based on daily

bank deposit rates. All cash held is accessible and is not restricted for any period of time.

L. Pension and other post-retirement benefit commitments

Defined contribution pension scheme

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the

Company in an independently administered fund. The pension cost charge represents contributions payable by the Company

tothe fund. At the year end, pension contributions of £1.2m (2025: £1.0m) were outstanding.

2026

£m

2025

£m

Contributions payable by the Company for the year 5.7 4.9

Notes to the Company financial statements continued

170 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

M. Share capital

Authorised share capital

In accordance with the Companies Act 2006, the Company no longer has an authorised share capital. The Company’s Articles of

Association have been amended to reflect this change.

2026

£m

2025

£m

Allotted and called up

196,891,493 (2025: 199,946,262) ordinary shares of 0.05p each 0.1 0.1

18,933 (2025: 18,933) deferred shares of 1p each — —

0.1 0.1

Note:

At 31 July 2026 deferred shares had an aggregate nominal value of £189.33 (2025: £189.33).

In the year ended 31 July 2026, 244,801 (2025: 146,211) new ordinary shares were issued to satisfy the exercise of share options

and 52,591 ordinary shares (2025: 35,590) were issued to satisfy exercises under the Deferred Share Bonus Plan.

No issued ordinary shares of 0.05p each were unpaid at 31 July 2026 (2025: £Nil unpaid).

All ordinary shares rank pari passu in all respects.

Deferred shares do not have rights to dividends and do not carry voting rights.

Own share transactions

In the year ended 31 July 2026, the SIP Trust returned £Nil (2025: £Nil) to the Company through share recycling.

N. Financial commitments

Guarantees

As at 31 July 2026 and 31 July 2025, Softcat Plc has no guarantees or other financial commitments.

O. Capital commitments

At 31 July 2026, the Company had £Nil capital commitments (2025: £Nil).

P. Employees

Number of employees

The average monthly number of employees (including Directors) during the year was:

2026

Number

2025

Number

Sales 1,857 1,743

Services 456 417

Administration 513 448

2 ,826 2,608

Employment costs

2026

£m

2025

£m

Salaries, commissions and bonus 251.0 205.9

Social security costs 36.6 26.8

Other pension costs 5.7 4.9

Other employment costs 2.4 1.0

Employment costs – subtotal 295.7 238.6

Share option charge 13.6 4.2

Total employment costs including share option charge 309.3 242.8

Details of Directors’ remuneration are provided within the Group Directors’ Remuneration Report. The Directors’ Remuneration

Report, on pages 94 to 112, includes details on salary, benefits, pension and share plans. These disclosures form part of the

financial statements.

171Annual Report and Accounts 2026 Softcat plc

Financial statementsCorporate governanceStrategic report

Q. Investment in subsidiaries

2026

£m

2025

£m

Opening investment 12.1 1.8

Additions — 10.2

Capital contribution 0.2 0.1

12.3 12.1

R. Related parties

Details of Directors’ emoluments and interests are provided within the Group Directors’ Remuneration Report. The Directors’

Remuneration Report, on pages 94 to 112, includes details on salary, benefits, pension and share plans. These disclosures form

part of the financial statements.

S. Subsidiary undertakings

The registered address and principal place of business of each subsidiary undertaking are shown in the footnotes below the

table. The financial performance and financial position of these undertakings have been consolidated in the consolidated

financial statements.

Nature of investment

Name Country of registration Class of share capital Direct Indirect Nature of business

Softcat US (Holdings) Inc

USA Ordinary 100% — Management company

Softcat US LLC

USA Ordinary — 100% Trading

Softcat Deutschland GmbH

Germany Ordinary 100% — Trading

Softcat Canada Inc

Canada Ordinary 100% — Trading

Oakland Group Services Limited

England and Wales Ordinary 100% — Trading

1. 1300 N 17th Street, Suite 1020, Arlington, VA 22209-3803.

2. Highlight Towers, Mies-Van-Der-Rohe-Strasse 6, 80807, Munich, Germany.

3. 15 Wellesley Street West, Suite 201, Toronto, Ontario M4Y 1G1, Canada.

4. 1 East Parade, Leeds, West Yorkshire LS1 2AD.

T. Information included in the notes to the consolidated financial statements

Some of the information included in the notes to the consolidated financial statements is directly relevant to the financial

statements of the Company. Please refer to the following:

6 Dividends

15 Provisions

28 Share option schemes

29 Post-balance sheet events

Notes to the Company financial statements continued

172 Softcat plc Annual Report and Accounts 2026

Financial statements

Corporate governanceStrategic report

Company number 02174990

Registered office

Softcat plc

Solar House

Fieldhouse Lane

Marlow

Buckinghamshire

SL7 1LW

United Kingdom

Tel: 01628 403 403

Website

www.softcat.com

Directors

Graeme Watt (Non-Executive Chairman)

Graham Charlton (CEO)

Katy Mecklenburgh (CFO)

Jacqui Ferguson (Senior Independent NED)

Robyn Perriss (Independent NED)

Lynne Weedall (Independent NED)

Mayank Prakash (Independent NED)

Company Secretary

Luke Thomas

Investor relations contact

investors@softcat.com

Softcat LEI

213800N42YZLR9GLVC42

Registrar

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds

LS1 4DL

United Kingdom

shareholderenquiries@cm.mpms.mufg.com

Tel: 0371 664 0300

Calls are charged at the standard geographic rate and will vary

by provider. Calls outside the United Kingdom will be charged

at the applicable international rate. Lines are open between

09:00 and 17:30, Monday to Friday excluding public holidays

inEngland and Wales.

Corporate advisers

Auditor

Ernst & Young LLP

1 More London Place

London SE1 2AF

Joint corporate broker

J.P. Morgan Securities plc

25 Bank Street

London E14 5JP

Peel Hunt LLP

100 Liverpool Street

London EC2M 2AT

Company information and contact details

Produced by Design Portfolio

www.design-portfolio.co.uk

CBP037866

Softcat plc’s commitment to environmental issues is reflected in this Annual Report,

whichhas been printed on Indigo Arena Extra White Smooth, an FSC® certified material.

This document was printed by Pureprint Group using its environmental print technology,

with 99% of dry waste diverted from landfill, minimising the impact of printing on the

environment. The printer is a CarbonNeutral® company.

Both the printer and the paper mill are registered to ISO 14001.

Financial statementsCorporate governanceStrategic report

Fieldhouse Lane

Marlow

Buckinghamshire SL7 1LW

Tel: 01628 403 403

www.softcat.com

Softcat plc Annual Report and Accounts 2026