Annual Report and Accounts 2025

Drive

Softcat plc Annual Report and Accounts 2025

1–65

Strategic report

1 Highlights

2 At a glance

4 Chairman’s statement

6 Chief Executive Officer’s review

10 Business model

12 Market overview

14 Customer proposition

16 Strategy

18 Strategy in action

20 KPIs

22 Chief Financial Officer’s review

26 Section 172 –

Stakeholderengagement

32 Social value

40 Climate-related Financial

Disclosures (‘CFD’) andsustainability

59 Risk management

65 Viability statement

66–134

Corporate governance

66 Introduction to corporate governance

67 Board leadership and

Companyfocus

70 Governance report

81 Audit and Risk Committee report

89 Nomination Committee report

94 Sustainability Committee report

96 Remuneration Committee report

128 Directors’ report

135–184

Financial statements

135 Independent auditor’s report

143 Consolidated statement of profit or

loss and other comprehensive income

144 Consolidated statement

offinancialposition

145 Consolidated statement of changes

in equity

146 Consolidated statement of cash flows

147 Notes to the consolidated

financialstatements

176 Company statement

offinancialposition

177 Company statement of changes

inequity

178 Notes to the Company

financialstatements

184 Company information and

contactdetails

Our word of the year is ‘Drive’, reflecting our determination

to press forward as we invest and modernise to stay at the

top of our industry.

As we navigate a fast-evolving technology landscape,

‘Drive’captures the energy, ambition and strategic focusthat

underpin our success. It reflects our continued commitment

to invest in innovation, deliver exceptional customer

outcomes and grow sustainably, all while empowering

ourpeople. As we look to the future, our drive to innovate,

adaptand lead remains stronger than ever.

Drive

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1Annual Report and Accounts 2025 Softcat plc

Underlying cash conversion %

95.6 –0.3ppts

95.6

95.9

93.2

76.2

89.9

Revenue £m

1,458.4 +51.5%

1,458.4

985.3

1,077.9

784.0

962.6

Gross invoiced income £m

3,617.0 +26.8%

3,617.0

2,852.2

2,563.3

2,507.5

1,938.4

Operational and shareholder

Gross profit per customer

£48.5

Gross profit per customer growth

+16.5

Customer base growth

+1.6

Customer satisfaction

Employee engagement

Total dividend

45.4

Highlights

Financial

Pages 1 to 65 form the Strategic Report ofSoftcat plc for the financial year ended 31July 2025.

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.

Find out more about our performance:

www.softcat.com

Sustainability

Charitable donations since formation

£3.5

Female representation

Find out more in our Sustainability Report:

www.softcat.com/about-us/sustainability

Our strong performance

Gross profit £m

494.3 +18.3%

494.3

417.8

373.8

327.2

276.4

Underlying basic earnings per share p

69.5 +16.4%

69.5

59.7

56.2

55.5

48.4

Statutory operating profit £m

172.9 +12.2%

172.9

154.1154.1

140.9140.9

136.1136.1

119.4119.4

Underlying operating profit £m

180.1 +16.9%

180.1

2. Customer base is defined as the number of customers who have transacted with Softcat in both ofthe preceding twelve-month periods.

1. Gross invoiced income (‘GII’), underlying operating profit and underlying cash conversion 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 25 for further

definitions andreconciliations.

2 Softcat plc Annual Report and Accounts 2025

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Softcat is proud to have grown to become the UK’s largest value-added reseller (‘VAR’).

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.

Driving a leading offering

At a glance

the UK’s largest value-

addedreseller

10,186

corporate and public

sector customers

2,768

employees

+64

customer NPS

Our purpose

To help customers use technology to succeed, by putting our employeesfirst.

Strategy

Sell more to existing customers.

Read more on pages 32 to 39.

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3Annual Report and Accounts 2025 Softcat plc

Where we operate

Ireland

Australia

USA

Canada

Hong Kong

Singapore

Netherlands

Germany

400

vendors

Our vendors

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

use technology tosucceed. 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.

Our offering

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 below:

Workspace

Hybrid

platforms

Cyber security

Data, AI and

automation

Networking and

connectivity

More information about

ourapproach to Solutions &

Services is on our website at:

www.softcat.com/solutions

4 Softcat plc Annual Report and Accounts 2025

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Introduction

Softcat delivered another year of record

performance in FY2025, taking further

market share while delivering consistent

strategic execution and sustainable

growth in profits and cash flows. We

reported continued progress in our

keyfinancial measures, reflecting the

strength of our business model, with a

broad offering that we deliver to market

through a differentiated customer

service from our dedicated employees.

Performance

The trading backdrop in our industry

remains challenging but the market still

presents plenty of opportunity for growth

as we have demonstrated. During the

year, global geopolitical instability, an

evolving US trade tariff environment, and

a new UK government and its respective

policy changes all had an impact to some

extent on demand, operating costs and

foreign exchange rates. Despite these

and other challenges, the Softcat team

has continually found ways to focus on

the things we can control and outperform

the market, resulting in the delivery of a

20th consecutive year of annual growth

ingross profit and operating profit.

Consistent execution driving

sustainable growth

Our incredible employee and customer

engagementscores remain a key differentiator

inafragmented market.

Graeme Watt

Non-Executive Chairman

Chairman’s statement

Our drive and determination to penetrate

the UK market deeper than ever before

has been unrelenting, regardless of

customer segment. One important

feature of our performance in FY2025 has

been the delivery of some larger solutions

projects with one or two key customers,

which have yielded incremental growth.

We have invested in these capabilities

over recent years and are always looking

at how we can repeat this type of business

with a wider customer base. At the same

time, we continue to develop our vertical

offering to larger and more complex

corporate and public sector customers,

to increase engagement and penetration

with such accounts.

The performance of the business is

explained in more detail in Graham

Charlton’s CEO Review on pages 6 to 9

and in Katy Mecklenburgh’s CFO Review

on pages 22 to 25.

Investing for future growth

Our appetite to invest today for

tomorrow’s growth remains undiminished.

We acquired Oakland during the year

tobuild upon and extend our data

capabilities, which are a fundamental

requirement for delivering value in the

AIspace. This is a landmark acquisition for

Softcat, being the first in our history. It is a

modestly sized capability bolt-on, andwe

plan to learn from the process and build

our M&A muscle. This bolsters our options

for growth in the future.

We are also investing more than ever

before in our own IT systems to make

surethat our infrastructure and customer

offerings are well supported and

contemporary. It is important that our

customer and employee experience

isnothing short of the best, since our

incredible employee and customer

engagement scores remain a key

differentiator in a fragmented market.

Theresources that we are investing into

our digital and data strategy, IT service

management, HR applications, and sales

ordering and CRM front end, demonstrate

that we are not content to stand still.

Theseinvestments will help us to maintain

and improve our customer service edge

and set us up to capitalise on future

growth opportunities.

Read more in the Oakland acquisition case

study on page31.

Consecutive years of annual

growth in gross profit and

operating profit

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5Annual Report and Accounts 2025 Softcat plc

Driving further success

Our strategy continually evolves

andisadvanced and executed by an

outstanding team at Softcat, led superbly

by our Executive Directors Graham and

Katy. Our objective is always to ensure

thepreservation of the special culture

wehave, while constantly challenging

ourselves to deliver further growth and

generate long-term value.

The key elements of what drives and

underpins our success remain broadly

thesame. Our focus on graduate and

apprentice recruitment is one such

element — people with no corporate

baggage who possess great energy,

passion and new ideas and are a fabulous

cultural fit. They have access to a breadth

and depth of offering that is supported

byan extensive range of leading IT

manufacturers, complemented by our

own internal experts, to create value

according to customers’ individual needs.

Likewise, the huge variety of customers

wedeal with on a regular basis represents

a valuable market opportunity to our

vendors and partners.

And last, but not least, our biggest weapon

is our culture. A culture of respectand

care for each other. A culture of fun and

inclusion. Our culture is at the heart of it

alland there is nothing we like todo more

than say yes to our customers. No matter

how challenging the circumstances, we

are always looking for ways to meet, and

exceed, our customers’ expectations.

Wewant them to enjoy and value the

experience of working with Softcat, so

they keep coming back for more and

further expand their relationship with us.

The Board and our stakeholders

We continue to recognise the important

part that high standards of corporate

governance play in promoting the

long-term success of Softcat and I

wouldlike to thank my fellow Directors

fortheir contribution this year. We have

anexcellent Board with a broad range

ofskills and experience that we can bring

to bear in support of Graham and the

business. During the year, the Board

furthered its engagement with

keystakeholders, customers and

employees, while progress on our

environmental strategy and targets

continued to be considered through

theSustainability Committee.

During the year, an external Board

effectiveness evaluation was conducted

(see more on pages 74 and 75).

Thisconcluded that Softcat is a well-run

business with an effective and engaged

Board, providing strong leadership and

oversight. The report confirmed that the

Board is performing at a high level and it

identified one or two areas where we can

further enhance our effectiveness, which

we welcome and will consider.

As part of Softcat’s scheduled triennial

Remuneration Policy review, Lynne

Weedall (Chair of the Remuneration

Committee) consulted with Softcat’s

largest shareholders during the year.

Ourrevised Policy is provided on page

103. I would like to thank Lynne for so ably

leading this process.

It is vital that we continue to engage with

shareholders, and we always welcome

their feedback. During the year,

shareholders were invited to participate

inour well-established programme of

contact between the Chairman and the

largest holders on our share register.

Thisprogramme does not cover the

operational side of Softcat but is intended

to focus instead on governance and

stewardship. I am happy to report that

constructive conversations were held

across a range of topics and there were

nosurprises arising from the meetings.

Our shareholders remain supportive

ofour governance arrangements, our

business strategy and of Graham and

Katy’s leadership.

Thank you

I want to close by thanking everyone who

has made the success of the last years

possible. Thank you to every member

ofthe great team at Softcat, including our

leadership which determines the direction,

takes decisions and makes things happen.

Thank you to our vendors, customers and

service partners, without whom we couldn’t

operate. Thanks too to our investors who

have put their faith and trust in us to

deliver profitable returns. There isa lot to

look forward to — our industry continues to

develop and grow, and we aim to evolve

with it, continually enlarging our footprint

with your ongoing help and support.

Thank you.

Our Annual General Meeting will be held

on 15 December 2025, and I look forward

to meeting any shareholders who wish

toattend.

Graeme Watt

Non-Executive Chairman

21 October 2025

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 well-diversified

offering of IT infrastructure

solutions

Working with all the leading global

technology manufacturers, often

backed by best-in-class vendor

accreditations, we are trusted to

provide customers with the broadest

possible choice of IT infrastructure

solutions to suit their needs.

Read more on pages 12 to 13.

6 Softcat plc Annual Report and Accounts 2025

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I’m very pleased to report another

record performance for Softcat, which

marks a milestone achievement of 20

consecutive years of double-digit gross

profit growth. The strength of our

business model and our consistent

strategic execution underpin our

continuing ability to scale and invest

forfuture growth. Our outstanding

performance in FY2025 and the

sustainability of our growth model are

atribute to our special culture and the

ongoing evolution of our offering.

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. During the year,

wecompleted our first acquisition,

bolstering our data, automation and

AIcapabilities in an exciting growth

segment. And we have once again

proven our ability to deliver larger

andmore complex solutions projects,

anarea we have been investing in

foranumber of years.

I would like to thank all our people

fortheir incredible commitment and

support to each other, and in going

above and beyond for customers,

delivering exceptional service with

apositive attitude. Our strong

performance provides us with the

confidence to accelerate investment

inour own systems and processes,

ensuring that we have a modern and

efficient infrastructure, to reinforce

ourcompetitive advantage and

deliveron the significant growth

opportunities ahead.

A proven strategy for

sustainablegrowth

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

Outlook

Looking ahead, Softcat remains well

positioned to deliver significant growth

by making further market share gains in

a growing market. Our FY2026 outlook

remains consistent with that provided in

our FY2025 trading update on 28 August.

Excluding the significant incremental

contribution from large projects in

FY2025, the Board expects to deliver

lowdouble-digit gross profit growth and

high single-digit underlying operating

profit growth in FY2026 . Including the

significant incremental contribution from

large deals in the comparative period,

this translates to reported rates of high

single-digit gross profit growth and

lowsingle-digit growth in underlying

operating profit.

The second half of FY2025 was

exceptionally strong, reflecting the

contribution from larger solutions

projects. Our guidance for FY2026

includes the committed pipeline of

further large projects. While dependent

on customer and vendor schedules,

these are expected to be delivered

inthe first half. This means growth in

underlying operating profit in FY2026

will be first half weighted.

1. Underlying operating profit is adjusted to

remove non-underlying items, including

acquisition-related expenses such as the fair

value of deferred contingent consideration,

and implementation costs of the new sales

andHR systems. Excluding the significant

incremental contribution from large deals in

FY2025, underlying operating profit is c.£170m.

Performance and

marketconditions

I am delighted with how Softcat has

performed in FY2025, delivering

outstanding growth in most of our key

metrics and overachieving our targets

set at the beginning of the year, even

against the backdrop of a continued

challenging trading environment. We

have delivered another record year,

taking our unbroken track record of

double-digit gross profit growth to

20years, over which time we have also

delivered consecutive annual growth in

GII and underlying operating profit. Our

continued success is due to our special

culture and the strength of our diverse

customer relationships, supported by

the breadth and depth of our product

and service offering and we remain

resolutely focused on maintaining

ourcompetitive advantage in these

important areas.

During the year we grew customer

numbers, up 1.6% year-on-year, and

soldmore to those customers, with an

increase of 16.5% in gross profit per

customer. Growth was once again

broad-based across different customer

segments and technology areas. We

were also successful in winning and

delivering some large datacentre

projects, reflecting the benefit of

investments we have made over recent

years in our capability to deliver larger

and more complex solutions.

We have continued to develop and make

progress against our strategy, and we

remain confident in our ability to take

additional market share. Our proven

business model and consistent

execution continue to underpin Softcat’s

success. To drive further progress and

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7Annual Report and Accounts 2025 Softcat plc

scale, we are focused on four key growth

engines across our business: our special

culture, sales and customer excellence,

the breadth and quality of our offering,

and operational excellence. Our

continued investment in these areas

ensures our long-term relevance to

customers and will further enhance the

customer and employee experience.

Customer priorities

andtechnology trends

Our customers are focused on driving

value from their technology spend,

aligning their investments closely with

business outcomes, to drive productivity

and innovation. With our strategic

focusand deep understanding of an

increasingly complex and rapidly changing

IT landscape, we are well placed to support

their needs. Our ability to assemble

multi-disciplinary teams means we can

deliver transformation projects and deploy

effective solutions at scale, driving growth

and providing competitive advantage.

As a result, we are seeing continued

demand from customers across the

entire breadth of our technology

proposition. This is being driven by

theongoing evolution of every type of

workspace, through to optimising cost,

performance, and resilience across

hybrid estates, and keeping network

architecture connected and protected.

Cyber security remains in focus for many

customers, as pressure grows to

demonstrate resilience and compliance

in the face of rising threats. While an

upsurge in demand for data organisation,

storage and consumption is reshaping

technology investment, as customers

look to harness AI.

Our latest annual customer experience

survey highlighted data security as the

most common technology priority,

reflecting the need for organisations to

adapt to changing regulations, protect

against emerging cyber threats and

ensure comprehensive governance

tosafely benefit from all forms of AI

innovation. Our customers are at varying

stages of maturity in terms of their data

journey, but the common desire is to

embed more AI and automation into

their systems and workflows, both within

existing applications and through bespoke

proprietary development. In June, we

hosted a customer summit, a unique

event delivered in partnership with

Microsoft, to help business leaders

understand the art of the possible and

where to focus their efforts. The clear

message was that organisations need to

be investing in their data journey today

to realise the benefits of agentic AI, or

risk falling behind. This was a core part

of the rationale for our acquisition

ofOakland.

The volume and quality of data is

paramount to leveraging the benefits

ofAI and this places significant pressure

on all elements of IT infrastructure.

Todeliver the transformative insights

and business outcomes that customers

expect, there will be considerable

additional requirements for data centre

capacity, connectivity, security, storage,

and workload management, across both

cloud platforms and hybrid infrastructures.

Strategic developments

Our evolved technology proposition

hasbeen embedded throughout the

year, simplifying how we present our

offer tocustomers and vendors, as well

as employees. We can now showcase

aclearly organised set of products

andservices to customers developed

aroundthe major components of

modern IT infrastructure, with the

flexibility to rapidly adapt to vendor

innovation. Alongside the ongoing

investment inourown data and digital

strategies, wewill ensure that our

customer proposition remains relevant

and easytoengagewith.

A further benefit of clearly framing our

technology proposition, is the ability

toaccurately pinpoint areas for future

development, or where our presence is

underweight. For example, by introducing

our data, automation and AI tower, we

quickly identified a need for greater

capability in data services to improve

our market positioning.

The acquisition of Oakland expands our

addressable market, providing us with

apresence in data and AI consulting

thatwould have taken years to build

organically, and having initially worked

together as partners, we were delighted

to join forces with a company and

management team which is very closely

culturally aligned. Pleasingly, the

customer and vendor reaction has been

very positive, and the number of sales

qualified leads is slightly ahead of our

expectations at this stage. The deal

process has also allowed us to build our

M&A muscle, as we develop capabilities

and experience that can support future

strategic acquisitions.

During the year, we evolved our

UKvendor management framework.

Theframework allows us to work more

effectively with our strategic partners

and is clearly aligned with our growth

strategy and technology proposition.

With our technology and vendor

propositions now in place, our focus

ison supporting their success through

investment in our own technology

andData and Digital strategy to drive

future growth.

Cyber-security was the most

common technology priority

among respondents

Read more in our market overview on

pages 12 and 13.

8 Softcat plc Annual Report and Accounts 2025

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Chief Executive Officer’s review continued

Strategic developments continued

We continue to be drawn into overseas

markets by our customers, serving more

of their operations outside the UK and

Ireland, which is driving growth in our

multinational customer base. As we seek

to grow our share of large and complex

customers, multinational presence

remains strategically important to us,

now comprising an extensive network

ofbranches across Europe, APAC

andanoffice with c.20 employees

inVirginia,USA.

The feedback from our customers

confirms we are on the right track. Our

annual Customer Experience Survey

received a record level of responses in

FY2025 with an unchanged 98% customer

satisfaction score and a net promoter

score of 64 (FY2024: 63). This exemplifies

a truly differentiated level of customer

service and reflects an institutional

commitment to customer success.

Investment for future growth

Our desire to invest for future growth

remains undiminished, focused on the

four key growth engines spanning our

business. Our vision is to build a

business which is increasingly relevant

tocustomers, automated, smarter and

easier to interact with. This will improve

both customer outcomes and employee

experience, ensuring that our uniquely

rich combination of products and

technical and service offerings can be

delivered to the right customer at the

right time, in a way that works for them.

This means investing more in our own

technology including our data and

digital strategies.

During the year, we started work on a

multi-year project to implement and

enrich a new cloud-based sales system.

Our incumbent system has been in use

for over 20 years and is not compatible

with our growth ambitions. In Microsoft

Dynamics 365, we have selected a

contemporary platform that will reduce

reliance on manual processes, connect

with other core Group systems and

enable us to leverage integrated AI

functionality. The first phase will be

focused on building foundations that,

with future development and optimisation,

will deliver significant benefits both

toour customer interactions and

employeeexperience.

In addition, we are also upgrading

ourHR system and are mindful that

theseparallel developments require

significant project management and

robust controls. This will be enabled

through support from our internal

technology, audit, risk management

andgovernance teams, which have

expanded over recent years.

We have also significantly invested in our

office network as part of a Group-wide

upgrade programme, which reflects our

continued expansion and our ongoing

focus on creating vibrant and welcoming

working environments. We relocated

three offices during the year, starting

with our new Birmingham office in

November 2024, while in March 2025

wemoved our London office to one of

the single largest floorplates in the City,

followed by the opening of our new

Bristol office in April 2025. In addition

toseeing an uplift in office-based

collaboration, these modern spaces

enable us to provide more accessible,

centrally located facilities that enhance

wellbeing and allow room for further

growth. They also encourage even

greater partnership between our

people, vendors and customers.

People and culture

Softcat is a special place to work that

willalways put our people and culture

first. Our unique culture has driven our

success to date and is at the heart of

ourdifferentiated customer service.

Wedevote enormous time and effort

topreserving and evolving that culture,

and as we continue to grow, we are

empowering more and more of our

people to lead this through initiatives

such as the formalisation of local office

leadership structures. Our culture is one

of openness and transparency and is

focussed on reward and recognition

foroutstanding attitude and results,

centred around the needs of our

customers. This creates the virtuous

cycle of trust that results in stronger and

deeper customer relationships, enabling

further investment in our proposition,

and reinforcing our competitive

advantage over time.

During FY2025, average headcount grew

by 7.3% year-on-year to 2,639. The new

hires continue to be concentrated across

our technical, specialist and sales support

functions, as we build our capability to do

more with existing customers.

Softcat champions inclusivity,

sustainability and active engagement

through our employee-led community

groups. These include our diversity and

inclusion networks and the Founders

Group, helping employees connect

withour purpose and roots, together

with Love2Give, our charitable giving

and volunteering initiative. We remain

committed to increasing our female

gender balance, with a target of

40%female representation by 2030,

compared with the current position

of37%. During the year, Softcat joined

the Business Disability forum to further

our commitment to disability inclusion,

while mental health also continues to be

a focus area and this year we launched

anew employee assistance programme.

Recognition for our efforts is received

not only from our employees, but also

through external awards. We continue

toparticipate in the Great Place to Work

survey and retain our position in the UK’s

Best Workplaces™ list within the Super

Large category. We have also retained

our status as a certified Great Place to

Work in the UK and in Ireland, while

achieving recognition for the first time

inthis category in the US. We are also

proud to be recognised as a 2025

BestWorkplace for Development,

forWellbeing and for Women.

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9Annual Report and Accounts 2025 Softcat plc

Sustainability

We strive for a sustainable future and

one where our people and planet can

prosper. Our integrated approach to

implementing innovative environmental

strategies, impactful social initiatives,

and robust governance, helps us deliver

on our sustainability commitments, while

our close collaboration with partners

and customers empowers them to

achieve their own sustainability goals,

creating a ripple effect of positive change.

We continue to prioritise initiatives

within our business that support our

approach to climate change, including

those that minimise our direct impact on

the environment and increase collaboration

with our partners and supply chain to

influence indirect effects. By widening

access to sustainable solutions and

services, we are helping customers to

make purchasing decisions that accelerate

their own decarbonisation efforts. We

have recently launched our first certified

carbon neutral service for global

third-party maintenance and monitoring,

in collaboration with Softcat partner Park

Place Technologies. This demonstrates

our continued commitment in this

areaand builds on achieving carbon

neutrality status for one of our biggest

services, Softcat Cisco Support, and our

Managed Device Lifecycle Service in the

prior year.

We also recognise the need for large

organisations to support and protect

ournatural world. During the year, we

joined forces with 12 of our suppliers in

apioneering biodiversity partnership,

believed to be the first channel

volunteering collaboration of its kind

inour industry. This opens up new ways

for our entire value chain to strengthen

relationships while delivering outcomes

that align with sustainability priorities.

Graham Charlton

Chief Executive Officer

21 October 2025

Female gender balance

(2030target: 40%)

Read more on pages

14 and 15.

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

16 to 17.

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

34 to 37.

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 fast 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

12 and 13.

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

12 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Market overview

Significant opportunity in a growing market

By offering the most relevant and comprehensive product set, skills and capabilities

across our diverse customer base, we have a significant opportunity to take further

share in a structurally growing market.

Workspace Hybrid platforms

Designing and implementing the solutions,

products and services to deliver an agile

workspace environment that enables

productivity, creativity and collaboration.

Offering advice, design, managed and

support capabilities to modernise,

optimise and protect on-premise,

edgeand public cloud infrastructure.

Our response

• Creating and maintaining a highly

efficient, productive and resilient user

experience that works from home, the

workplace and anywhere in between.

• Helping customers increasingly

adopt an enterprise service

management (‘ESM’) platform, giving

users a single point of contact for

alltheir service needs.

• Encouraging take-up of generative AI

technologies like Microsoft Copilot

making employees more productive

and creative.

• Facilitating the growing trend

towards premium client devices

managed by cloud-based mobile-

device management (‘MDM’) tools.

Future opportunities

• New AI-on-device capabilities

energising the client device market.

• Generative AI-powered contact

centre solutions to empower

agents to interact more effectively

withcustomers.

Our response

• Advising organisations and helping

them to implement strategic

workload distribution, while

optimising application, data and

control costs.

• Prioritising data accuracy, automation

and migration, ensuring security

andimproved performance.

• Helping businesses achieve a

competitive advantage by using

their existing software assets more

effectively, with the benefits of

flexibility and scalability.

• Providing comprehensive training

on new hybrid platforms to build

adaptability, employee wellbeing

and trust.

Future opportunities

• AI-ready infrastructure that

accelerates innovation by allowing

organisations to prototype and

experiment fast, with seamless

integration between existing

systemsand data sources.

Link to strategy Link to strategy

Addressable market 2025 (£bn)

£87.6

Our addressable market in the UK and

Ireland is currently worth around £87.6bn

and is expected to grow at a four-year

compound annual growth rate (‘CAGR’)

of 10% to more than £128bn by 2029.

2023 2024 2025 2026 2027 2028 2029

Addressable market 2023–2029

(£bn)

10.0% CAGR

71.9

80.0

87.6

96.5

105.9

116.7

128.5

Calendar year data:

2023 and 2024 actuals

2025 onward are estimates

4-year CAGR

Source:

Softcat analysis based on external sources.

Financial statementsGovernanceStrategic report

13Annual Report and Accounts 2025 Softcat plc

Cyber security Networking and

connectivity

Data, AI and automation

Security remains the number one

boardroom priority. As a strategic partner

for long-term protection, we guide

customers through the assessment,

design, implementation and ongoing

operation of best practice cyber security.

From on-premise to cloud and anywhere

in between, connecting anything to

everything in the customer’s digital

ecosystem with assessment, design,

implementation and managed services.

Customers are looking to harness

AIresponsibly and effectively, but this

requires the right data platforms, compute

power and governance frameworks. We

are positioned to help customers unlock

the value of their data while managing

therisks.

Our response

• Supporting customers in the era

of ‘assumed breach’, alongside

evolving cyber security regulations

and increasingly sophisticated

attack threats.

• Advising on the development of

robust Security Data Operations

as the vital nerve centre that

consolidates all security data into

one place.

• Helping organisations to navigate

regulatory change by viewing security

as a risk function providing assurance

and intervention, strengthening their

overall infrastructure rather than

relying only on IT.

• Increasingly applying generative

AI to protect against lower-priority

cyber threats.

Future opportunities

• Constant adaption to emerging

methods of attack, as well as the need

to fortify defences with sophisticated

techniques and comprehensive

monitoring to mitigate risks.

• Leveraging AI-powered solutions

thatminimise human involvement.

Our response

• Helping customers improve visibility

over today’s disparate and dynamic

working environments, paired with

increasingly distributed users,

devices, data and applications.

• Prioritising observability, which

allows organisations to view their IT

environments as entire ecosystems

of technologies, so they can identify

interdependencies and troubleshoot

complex systems efficiently.

• Supporting IT teams to proactively

detect and address issues, before

they can cause any problems.

• Providing solutions for organisations

to adopt a wireless-first strategy.

Future opportunities

• Adoption of software-defined wide

area networking (‘SD-WAN’), which

dynamically routes traffic to ensure

optimal performance of applications

and quality of service.

Our response

• Improving customers’ understanding

of their data to unlock innovation,

drive process efficiencies and provide

insights for better decision making.

• Always balancing innovation in

AI with the need for good ethics,

security and governance.

• Encouraging the implementation

ofa data-driven culture, with a focus

on helping customers understand

data flows and establish guidelines

for appropriate data collection

and usage.

• Facilitating customer adoption of

AIthrough their existing application

stack, as vendors increasingly

integrate AI capabilities.

• Acquisition of Oakland to accelerate

our growth in a strategically

important area.

Future opportunities

• Improvements in task mining

andtrends in hyper-automation,

low-code/no-code platforms,

along with explainable AI driving

investment in more self-directed,

end-to-end processes.

Link to strategy Link to strategy Link to strategy

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 12 to 15.

14 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Customer proposition

Driving significant competitive 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

Financial statementsGovernanceStrategic report

15Annual Report and Accounts 2025 Softcat plc

Our customers supported

byouremployees

Our customers are serviced by our

dedicated sales and support teams.

Weare committed to deepening our

relationships with our customers,

aimingto build long-lasting, valuable

and sustainable connections. Our sales

approach is in perfect harmony with

ouroverall strategy, targeting both

theacquisition of new customers and

increased sales to existing customers.

Itemphasises key features which

benefitcustomers:

• fostering a high-performance

sales culture;

• simplifying the sales and customer

journey; and

• maintaining the relevance

ofourofferings.

Training our teams

We train our account managers to

buildtrust and loyalty by prioritising the

needs of customers, including following

through on our promises and taking

responsibility to deal with challenges

and any problems. As they identify

newopportunities, they are encouraged

to collaborate with vendors and our

in-house technology experts tooffer

guidance and procurement advice and

design solutions or services tailored

tocustomers’ needs. Over time,as we

deepen our relationships with customers,

multiple relationships with contacts

across Softcat will evolve, spearheaded

by account managers.

Customer experience

Our annual customer experience survey

plays a crucial role in shaping our strategy.

It guides our continuous investment in

employees and other resources necessary

to uphold and maintain the relevance

ofour offerings to customers.

customer satisfaction from

recordnumber of >6k responses

The majority of Softcat team members

engage directly with customers in

someway, including account managers,

sales specialists, technical designers,

professional consultants, managed

services experts and our customer

experience team. Customer Success

Managers collaborate with service

delivery teams toensure the seamless

integration and high-quality delivery

ofcomplex solutions.

Embedding sustainability

Sustainability is an increasing priority

formany of our customers, especially

considering the growing power

consumption associated with AI

workloads. We have a growing team

ofexperts who are able to help

organisations better understand and

reduce the environmental impact of

theirIT infrastructure, working closely

with our vendor partners.

The benefits of co-ordinated support

from a Sustainability Success Manager,

working alongside technical architects,

procurement specialists and account

managers, can help deliver actionable

outcomes for customers tailored to

theirbusiness.

Our great teams

We prioritise attracting, developing

andretaining top talent, increasing

our expertise to better understand the

environments and markets in which our

customers operate. This enables us to

collaborate across industries, share best

practice and drive innovation toprovide

the best possible customer experience

and address their specific challenges.

Additionally, we are committed to

placing the right people inkey roles

andinvesting in their capabilities and

long-term growth. Our ongoing efforts

include programmes and initiatives on

diversity and inclusion — issues that are

important to our leadership, employees,

customers andpartners.

employee engagement

16 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Strategy

Making strong progress on our strategy

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 place

more of their requirements through

us 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, it’s the

breadth of our offering and our

wealth of expertise which are

becoming ever-greater sources

ofadvantage as well. 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from 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 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 FY2025

Future focus

Overview

Our customer base grew by 1.6% during

the year, with success across each of our

key segments: mid-market, enterprise

and public sector. Average headcount

increased during the year by 7.3%, driven

by investment in our sales team, including

supporting specialists and technical

teams, as well as the Oakland acquisition.

We 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 sustainably

grow 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.

There is no slowdown in the pace

ofchange across the IT infrastructure

landscape, whether it’s the solutions

weare selling, the 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,

evolving 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

+1.6

Increase in gross profit per

customer during the year

+16.5

Read more on pages 14 and 15.

Strategy in action

Financial statementsGovernanceStrategic report

17Annual Report and Accounts 2025 Softcat plc

Our enablers

People and culture Ease of doing business Maintaining relevance and

expanding our addressable market

Overview

• Focus on preserving our culture

• High and consistent employee

engagement (FY2025: 88% employee

engagement and employee

NPS of 55)

• Progress on fostering an

inclusiveculture and vibrant

officeenvironments

• Investment in new systems to

modernise ways of working and

improve customer service

• Investment in tools and resources

tosupport sales productivity

• High and consistent customer service

(FY2025: 98% customer satisfaction

and customer NPS of 64)

• Developing our technology

proposition, augmented by the

advances in data and agentic AI

• Further investment in multinational

capabilities as more customers seek

our assistance overseas

• Evolving our sustainability

proposition and credentials

Customer count and GPpercustomer

GP per customer

+16.5

5yr CAGR: +13.6%

Customer count

+1.6

5yr CAGR: +2.1%

• Customer count is defined as the number

of entities which spent at least £1 with

Softcat in each of the two preceding

twelve-month periods.

Customers delivering at least £1kGP in a single year

GP per customer

+14.1

5yr CAGR: +10.6%

Customer count

+3.7

5yr CAGR: +4.9%

• Customers that trade >£1k GP in a single year

comprise approximately 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.

Customer data

6,00

7,00

8,00

9,00

10,000

11,000

£0k

£10k

£20k

£30k

£40k

£50k

2020 2021 2022 202320242025

4,00

6,00

5,00

7,00

8,00

9,00

10,000

£0k

£10k

£20k

£30k

£50k

£40k

£60k

2020 2021 2022 202320242025

Customer count

GP per customer

Customers >£1k GP

GP per customer

18 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Strategy in action

Blaby District Council

Established in 1974 and

located in Leicestershire,

Blaby District Council (BDC)

serves a population of just over

100,000 people living in an

area of approximately 129km

Itoversees a range of essential

local services and is supported

by over 300 staff.

The challenge

Blaby District Council were working

withan ageing estate that had become

increasingly problematic to manage.

This resulted in poor visibility of essential

information including device status and

condition. The team at BDC felt that to

drive cultural change around IT, they

needed a new device estate that could

be configured seamlessly to integrate

with new infrastructure, deliver improved

service life. Working on a tight timeline,

these devices needed to be available to

roll out in time for the full launch of their

enhanced information and communication

technology (ICT) service.

The solution

Softcat, on receiving BDC’s request,

worked with the team to demonstrate

unique alternatives to the status quo.

Softcat arranged opportunities for BDC

to try out various devices and ultimately

decided on Samsung Galaxy Book 4

laptops. Softcat worked to ensure the

devices fell within their commercial

requirements and ensured that a

Here at BDC we’re trying to evolve from traditional ways of doing

things and bring a fresh perspective on how best to deliver essential

services using ICT as a transformational tool. Working with Softcat

has shown us that it shares that mindset. Our Account Manager

Jessica Townsley and the wider Softcat team are happy to challenge

what we do and suggest alternative ideas, to both reduce costs and

deliver enhanced solutions, rather than being wholly reactive.

It makes a refreshing change to work with a provider that shares

your vision and is prepared to roll up their sleeves and make it

happen. We feel Softcat are just the type of people we’re keen

todevelop a long-term relationship with.

James Hickens

BDC ICT Operations Manager

seamless roll out happened by delivering

these with a pre-generated Hash ID to

simplify deployment.

The impact

Solution delivered on time and

within budget expectations

Premium devices demonstrating

the commitment to end

userexperience

Simplified asset management

witha seamless rollout

The device refresh transformed Blaby

District Council’s IT operations,

streamlining device management and

deployment, improving user satisfaction

and productivity, and contributing

toamore positive workplace culture.

Enhanced functionality, security, and

asset visibility enabled staff to work more

efficiently, while sustainable procurement

reduced costs. The new technology is

seen as foundational for further digital

transformation and improved service

delivery across the council.

Read the full case study online

www.softcat.com/about-us/

case-studies/device-estate-

refresh-helps-underpin-cultural-

change-blaby-district-council

19Annual Report and Accounts 2025 Softcat plc

Strategic report Financial statementsGovernance

Infrastructure refresh helps

Steel& Alloy get fit for the future

Established in 1968 and

headquartered in West Bromwich,

England, Steel andAlloy (S&A)

isa subsidiary ofSpanish-owned

Gonvarri Industries. It supplies

strip steel and aluminium

products to a range of sectors,

including the Automotive,

Construction and Section

Rollingindustries.

The challenge

S&A began working with Softcat back

in2023. Its existing IT infrastructure,

supported by Nutanix servers, was

ageing. S&A’s IT team recognised that

maintaining the existing architecture

could prove increasingly costly and

potentially problematic in the future and

would, ultimately, need to be replaced.

S&A spoke to Softcat to help source a

‘fit-for-the-future’ solution capable of

supporting upcoming projects and

driving down costs.

The solution

Throughout the extended support

contract, Softcat’s wider team paid

closeattention to what the data revealed

about the operational demands S&A’s

activities placed on its IT functions. That

analysis ensured Softcat gained a clear

view of what resources were currently

underperforming, which helped

illustrate where enhanced functionality

was required, and where cost savings

could be achieved.

The impact

Enhanced security

andfunctionality

Simplified management and

single point of contact for support

Hardware rationalisation and

significant cost benefits

The Nutanix solution provides S&A with

an infrastructure capable of securely and

effectively meeting its demands now

and into the future. Its comprehensive

disaster recovery (DR) capabilities,

performance benefits and support

service, significantly reduces the impact

on the small IT team, enabling it to

concentrate on higher-value activities.

Both internal and customer data is

moresecure, and the solution provides

alerts to enable the IT team to clearly

monitor system performance and

respond accordingly.

The Softcat team invested a lot of time and thought into

ensuring we got the solution we needed. Its recommendation

to go with a single provider helped to both rationalise our

hardware estate and secure significant cost savings.

Graham Jewkes

IT Manager

Read the full case study online

www.softcat.com/about-us/

case-studies/infrastructure-

refresh-helps-steel-and-alloy-

get-fit-future

20 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

KPIs

Summary results and KPIs

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 22 to 25.

Revenue £m

1,458.4

962.6

985.3

1,077.9

784.0

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

494.3

Underlying operating profit £m

180.1

494.3 180.1

417.8 154.1

25 25

24 24

373.8 140.9

23 23

327.2 136.1

22 22

276.4 119.4

21 21

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 2025, 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

3,617.0

2,852.2

2,563.3

2,507.5

1,938.4

Comments

• Gross invoiced income reflects gross

income billed to customers adjusted

for deferred and accrued items.

Underlying basic earnings per share p

69.5

Underlying cash conversion %

95.6

69.5 95.6

59.7 95.9

25 25

24 24

56.2 93.2

23 23

55.5 76.2

22 22

48.4 89.9

21 21

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

Financial statementsGovernanceStrategic report

21Annual Report and Accounts 2025 Softcat plc

Sell more to existing customers

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 %

Gross profit per customer £’000

48.5

41.7

38.0

34.2

29.5

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 2025, the survey had

6,089 respondents (2024: 5,663).

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.

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.

Non-financial

Customer base ’000

10.2

10.0

9.8

9.6

9.4

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.

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 and underlying cash

conversion are alternative performance

measures. Please seepage 25 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

104 to 115.

3. During the year, 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 has also been

amended in line with the revised methodology.

Read more in our Chief Financial Officer’s

Review; see pages 22 to 25.

Read more about our strategy

onpage16.

22 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Driving further 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

Chief Financial Officer’s review

Gross profit, revenue and gross

invoiced income

Our FY2025 results reflect the strength

ofour business model and ongoing

successful strategic execution. We

continue to support the technology

solution needs of a diverse range of

newand existing customers through

ourcomprehensive breadth of expertise,

product offering and services, together

with exceptional levels of customer

service delivered by our highly

engagedemployees.

Gross profit (GP), our primary measure of

income, grew by 18.3% to £494.3m. Market

conditions have remained challenging,

with continued macroeconomic and

geopolitical uncertainty, and our

performance in this context highlights the

resilience of our business model. We have

a broad portfolio of solutions and serve

awide and varied customer base, and it

isthis diversity, complemented by our

expanding capabilities in the delivery

oflarger and more complex solutions

projects, that enables us to deliver

sustainable growth.

GP growth was broad-based across

enterprise, mid-market and public sector

customer segments with all growing

double-digit, led by mid-market, which

reflects the contribution from larger

solutions projects in the second half. By

technology area, GP growth continued

tobe driven by security, reflecting the

ongoing customer focus on cyber

investments, alongside growth in data

centres and networking, where demand

was broad-based and supplemented by

the larger solutions projects. Workplace

GP growth was more modest reflecting

the impact of Microsoft incentive changes

and ongoing subdued demand for devices.

Financial Summary

FY2025 FY2024 Change

Gross invoiced income split

– Software £2,074.5m £1,807.5m 14.8%

– Hardware £992.2m £568.5m 74.5%

– Services £550.3m £476.2m 15.5%

Total gross invoiced income

£3,617.0m £2,852.2m 26.8%

Revenue split

– Software £227.2m £213.5m 6.4%

– Hardware £985.7m £561.2m 75.6%

– Services £245.5m £187.9m 30.6%

Total revenue £1,458.4m £962.6m 51.5%

Gross profit £494.3m £417.8m 18.3%

Gross profit margin

13.7% 14.6% (0.9%) pts

Underlying operating profit

£180.1m £154.1m 16.9%

Underlying operating profit margin

5.0% 5.4% (0.4%) pts

Non-underlying items £(7.2) m — —

Statutory operating profit £172.9m £154.1m 12.2%

Gross profit per customer

£48.5k £41.7k 16.5%

Customer base

10.2k 10.0k 1.6%

Underlying cash conversion

95.6% 95.9% (0.3)% pts

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 25.

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 25.

4. Gross profit per customer is defined as Gross profit 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. During the year, 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 has also been amended

inline with the revised methodology.

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 25.

Financial statementsGovernanceStrategic report

23Annual Report and Accounts 2025 Softcat plc

By product type, software, hardware

andservices GP all grew double-digit.

Hardware growth was supported by

datacentre and networking infrastructure,

server and compute sales, with a significant

contribution to growth coming from

thelarger solutions projects delivered

inthe second half. Software GP growth

was broad-based across technologies

and services growth was boosted by

some large, high margin support service

deals, albeit impacted by a strong

basecomparator.

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)

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. FY2025

revenue grew overall by 51.5% driven by:

(1) hardware revenue growth of 75.6%

reflecting strong datacentre, networking,

server and compute sales, supported by

larger solutions projects in the second

half. Hardware accounts for a much

higher mix of revenue than GII and this

isthe main reason total revenue growth

ishigher than GII growth; (2) services

revenue growth of 30.6%, reflecting

ahigher share of internally-delivered

services (reported on a gross basis),

including particular success in support

services deals mentioned above; and (3)

software revenue growth of 6.4% which

was below GII growth of 14.8%, reflecting

mix into low margin public sector deals

and the impact of Microsoft changes.

GII increased 26.8% to £3,617.0m, mainly

driven by strong growth in hardware

(74.5%), as discussed above. Software

GIIgrew by 14.8% with particular strength

in cyber and networking software, while

services growth of 15.5% was driven by

internal services alongside third-party

support deals. GII grew ahead of GP

during the year primarily due to the

dilutive impact of larger solutions projects

at lower margin, resulting in GP as a

percentage of GII declining year-on-year

to 13.7% (FY2024: 14.6%).

As shown in the table below, GII growth

accelerated to 32.8% in H2 compared

with 19.3% in H1, largely reflecting the

contribution of larger solutions projects

in the second half. GII grew ahead of

GPin each half resulting in a steady

reduction in gross margin across the year.

In H1, this reflected dilution in software

margin as well as the impact of several

large, low margin deals, while in H2, the

impact was driven by a small number of

sizeable transactions relating to larger,

low margin solutions projects.

FY2025

FY2024 Change

FY2025

FY2024 Change

GII £1,507.1m £1,263.5m 19.3% £2,109.9m £1,588.7m 32.8%

GP £220.2m £196.5m 12.1% £274.1m £221.3m 23.9%

GP/GII % 14.6% 15.6% (1.0) pts 13.0% 13.9% (0.9) pts

Customer KPIs

During the year, GP per customer grew

by 16.5% to £48.5k (FY2024: £41.7k) and

the customer base expanded by 1.6%,

to10.2k (FY2024: 10.0k).

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 3.7% to more than 8.2k

during the year, with the average GP

delivered from each of those customers

expanding by 14.1% to £60.1k.

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 Account Manager model

and strategic goals.

Internal analysis, incorporating data

from industry sources, indicates that

ourtotal addressable market in the UK

and Ireland in 2025 is more than £87bn,

growing at an annual average rate of

around 10%. This includes the expanded

opportunity in data and AI that we’ve

unlocked through our acquisition of

Oakland. We estimate that we serve

approximately 20% of the customers

inour target market in the UK, 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.

24 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Operating profitability and

investment in future growth

Underlying operating profit of £180.1m

(FY2024: £154.1m) increased by 16.9%

year-on-year. This reflects the GP growth

of 18.3%, partially offset by a 19.1% rise

in underlying operating costs.

Underlying operating cost growth was

driven by increased commissions and

other variable pay broadly in line with

commissionable GP growth and a 11.2%

increase in wages and salaries, with

average headcount growth of 7.3%,

reflecting a more measured level of

expansion as we leverage the significant

headcount growth in recent years, and

average salary per head growth of

3.7%.In addition, four months of the

stepup in Employers’ National Insurance

Contributions are reflected in second

half costs. During the year, we expanded

our internal IT team, and moved three

offices to new, larger sites with associated

increased costs. We also realised some

FX losses and took an impairment on our

Marlow freehold site during the year.

As a result of the above, the ratio of

underlying operating profit to gross

profit has marginally decreased to

36.4%(FY2024: 36.9%).

Statutory operating profit of £172.9m

(FY2024: £154.1m) increased by 12.2%

year-on-year, reflecting the impact

ofnon-underlying costs of £7.2m

(FY2024: £Nil).

Non-underlying costs

Non-underlying costs recognised during

the year include system development

costs of £5.3m relating to the

implementation of the new cloud-based

sales system and HR system, neither of

which meet the criteria for capitalisation.

This treatment is in line with the IFRS

Interpretations Committee’s decision

clarifying how arrangements in respect

of cloud-based Software as a Service

(‘SaaS’) systems should be accounted

for. In addition, there is a £1.9m charge

relating to the acquisition of Oakland,

consisting of £0.7m in transaction costs,

£1.0m in respect of the fair value of

deferred consideration and amortisation

of acquired intangibles of £0.2m.

Corporation tax charge

The effective tax rate for FY2025 was

25.4% (FY2024: 25.3%) and marginally

higher than the UK statutory rate of

25.0% due to the impact of 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.

Chief Financial Officer’s review continued

Cash flow and cash conversion

Cash and cash equivalents at the FY2025

balance sheet date increased by £23.8m

to£182.3m (FY2024: £158.5m), after total

dividend payments during the year of

£95.7m, and the Group remains debt free.

Underlying cash conversion, defined

asnet cash generated from underlying

operating activities before tax and any

acquisition related cash flows, including

deferred consideration outflows, net

ofcapital expenditure, as a percentage

ofunderlying operating profit, was

95.6% (FY2024: 95.9%). This strong

performance reflects continued good

working capital management, offset

byinvestment in offices and IT systems.

Our capital allocation policy remains

unchanged, prioritising long-term

investment in 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, which could

include bolt-on acquisitions to expand

our portfolio offering (such as Oakland,

which was completed during the year),

or international expansion, or is returned

to shareholders. During the year, we

have continued to invest in our key

priority to drive the long-term growth

potential of Softcat, by increasing

headcount, investing in new office

capacity, developing our data and

digital platforms, and investing in core

systems and IT capability.

Following an annual review of the

Group’s working capital requirements,

we have also decided to raise the cash

floor required for operational needs by

20% from £75m to £90m, effective in

FY2026. The cash floor was last raised

two years ago, during which time the

Group’s GII has grown by 41%. Given

that timings of trade receivables and

payables are typically closely aligned,

this modest increase in the cash floor

provides us with the flexibility to pursue

strategic customer wins as our business

expands and average deal sizes grow.

Finance net income

During the year, net interest income

totalled £5.3m (FY2024: £5.3m). During

the year, higher interest income earned

on cash and cash equivalents was offset

by an increase in lease liability interest

costs following several office relocations.

Dividend

A final ordinary dividend of 20.4p per

share (FY2024: 18.1p), amounting to

£40.8m (FY2024: £36.2m), has been

recommended by the Board of

Directors. This brings the total dividend

for the year to 29.3p per share (FY2024:

26.6p). If approved by shareholders, the

final ordinary dividend will be payable

on 16 December 2025, to shareholders

whose names are on the register at the

close of business on 7 November 2025.

Shares in the Group will be quoted

ex-dividend on 6 November 2025. The

last day for dividend reinvestment plan

(‘DRIP’) elections is 25 November 2025.

In line with the Group’s stated intention

to return excess cash to shareholders,

afurther special dividend payment of

16.1p per share has been proposed. If

approved by shareholders, this will also

be paid on 16 December 2025 alongside

the final ordinary dividend. This will

bring the total amount returned to

shareholders since becoming a public

company to £661.9m.

Acquisition of Oakland

In April 2025, Softcat acquired Oakland

Group Services Limited, a specialist

provider of data and AI consultancy

services, significantly enhancing our

capability in an exciting growth segment.

The acquisition was settled by an initial

cash payment of £8.0m, with further

contingent payments over the next three

years depending on performance.

Statement of financial position

Revenue and cost of sales have not been

recognised for a large specific order in

FY2025, in line with revenue recognition

criteria under IFRS 15. However, the

customer has paid Softcat upfront and,

in turn, Softcat has paid the supplier

upfront for the full order value. This has

contributed to £290.3m of the increase

in contract liabilities (Note 10), reflecting

the associated rise in deferred income

asrevenue cannot yet be recognised.

Inventory levels (Note 6) rose primarily

due to goods held or in transit related

tothis order, contributing £149.5m to

theoverall increase. A contract fulfilment

asset of £72.6 million (Note 8) has also

been recognised for goods delivered

that have not yet met the criteria for

revenue recognition.

Within trade and other receivables (Note 7),

the increase in deferred costs is largely

associated with this order, which relate

to goods not yet received by Softcat.

Financial statementsGovernanceStrategic report

25Annual Report and Accounts 2025 Softcat plc

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

andunderlying cash conversion.

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

2025

£’000

2024

£’000

Acquisition costs 722 —

Acquisition – contingent consideration liability 1,026 —

Acquisition – amortisation of acquired intangibles 214 —

Major system development costs 5,269 —

7,231 —

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. In the year ended 31 July 2024 the cash conversion

ratio did not incorporate underlying costs or acquisition related cash flows however, as

these were nil, no prior year restatement is required. A reconciliation to the adjusted

measure for cash conversion is provided below:

2025

£’000

2024

£’000

Net cash generated from operating activities 140,714 115, 60 8

Income taxes paid 46,775 39,226

Cash generated from operations 187, 489 154,834

Purchase of property, plant and equipment (11,783) (1,115)

Purchase of intangible assets (3,444) (6,017)

Cash generated from operations, net of capital expenditure 172,262 147,702

Underlying operating profit 180,131 154,064

Underlying cash conversion ratio 95.6% 95.9%

Net cash generated from operating activities includes £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 £7.4m and acquisition

costs of £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.

2025

Pence

2024

Pence

Underlying earnings per share – Basic 69.5 59.7

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

2025

£’000

2024

£’000

Earnings

Earnings for the purposes of earnings per share being

profit for the year 133,008 119,044

Non-underlying costs 7,231 —

Tax effect on non-underlying costs (1,371) —

Underlying earnings for the purposes of earnings per

share, being profit for the year 138,868 119,044

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

The weighted average number of shares is given below:

2025

’000

2024

’000

Number of shares used for basic earnings per share 199,690 199,490

Katy Mecklenburgh

Chief Financial Officer

21 October 2025

26 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Engaging with all of our stakeholders

Section 172 – Stakeholder engagement

The Directors of Softcat

understand that the business

has several stakeholders.

Itis a key responsibility

ofthe Board to maintain

strong connections with the

stakeholders in order for the

business to 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 to drive 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 either

for the Board or by management and

theExecutive Directors so that the Board

is kept updated. In this way, 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 imposes a duty on our

Directors to consider the likely

consequences of any decision in the

long term and there are a variety of

means by which the Directors achieve

this obligation. The Board receives

standing updates at each Board

meetingon key market developments

and on the Group’s operational and

financial performance. Members of the

Senior Leadership Team (‘SLT’) also

provide regular updates on a wide range

of topics, including business updates,

changes in our market, and customer

and employee issues. Updates often

include the outcome of engagement

with employees, customers and key

suppliers. The Board also holds an

annual strategy review, which includes

presentations from key areas of the

business and the review 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 to be 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 table sets out how our

stakeholders have been engaged with,

how relationships with stakeholder

groups 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 32 to 39, our report on

climate-related financial disclosures

andsustainability is on pages 40 to 58

andour corporate governance section

ison pages 66 to 134.

Financial statementsGovernanceStrategic report

27Annual Report and Accounts 2025 Softcat plc

Likely long-term consequences

Employee interests

Relationships with customers, suppliers and others

The 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,

including on culture,

competitive activity, market

trends and customers.

• The CFO provides updates

including on Group

performance, investment

capacity and the needs

ofthe business.

• A formal annual Board strategy

review session is held, with

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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

28 Softcat plc Annual Report and Accounts 2025

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Section 172 – Stakeholder engagement continued

Our employees are at the heart of our business and help to drive 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 Weedall, 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 process 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 reported to 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 by

ourmost senior managers.

• Virtual 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 by the CEO with the Board.

• Internal communications,

such as weekly ‘love’ emails,

detailing initiatives, recognising

accomplishments and raising

awareness of key matters are

regularly circulated Group wide.

Key topics of engagement

• Office culture

• 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

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. This

supports a comprehensive discussion

and a wider understanding from the

perspective of employees.

• Each year the Board reviews its

capital allocation framework (see

page 76) which defines priority areas

for investment. Following review this

year, investment remains prioritised

for organic growth, which is primarily

achieved by increasing headcount,

investing in employees and investing

in systems and processes to further

empower employees on our strategic

enabler of 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 (see the Annual

Report on Remuneration on pages

104 to 115).

• We continue to invest in improvements

to our internal ITinfrastructure.

Thiswas included and approved as

part of the Board’s annual operating

budget and three-year plan. The

improvements are designed to better

the 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 55 and employee

engagement of 88%.

Employees

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29Annual Report and Accounts 2025 Softcat plc

Understanding the needs of our customers in order to build enduring relationships

iscriticaltoSoftcat’s strategy.

How we engaged andmonitored

• Our annual customer experience

survey requests honest feedback and

the results are reported to the Board.

• Direct engagement between the

Board and key customers of Softcat.

• 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 the changes

inthetype of customer.

• 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.

• 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:

• A comprehensive action plan,

developed from the annual customer

experience survey, to further improve

customer satisfaction.

• Approval of the annual budget

which includes investment to better

support ease of doing business with

customers. The Board also continues

to monitor the project to replace

the existing sales system to ensure

itmeets the objective to better

support our customers’ needs.

• 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 (see the Annual

Report onRemuneration on pages

104 to 115).

• The Board welcomed as a successful

metric 6,089 respondents to

the customer survey with 98%

customersatisfaction.

Customers

30 Softcat plc Annual Report and Accounts 2025

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Section 172 – Stakeholder engagement continued

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 also include

matters such as major changes

intechnology offerings.

• Our dedicated internal ‘vendor

alliance teams’ manage and

maintain Softcat’s relationships

with key vendors. Any key market

developments are informed to the

CEO to discuss with the Board.

• Our sustainability team continues

to enhance its engagement to

better understand the sustainability

commitments and net zero targets

ofour major suppliers and vendors.

This is part of a Board-approved

target to achieve a carbon net zero

supply chain by 2040 (see page 54

formore information).

• 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

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.

• Sustainability measures and activities

with vendors were noted. The

Sustainability Committee in particular

has asked management to provide

further updates on the likelihood of

vendors achieving net zero by 2040.

• Through robust procedures and

systems, management demonstrated

to the Board that payment times

to suppliers continued to improve.

The Board noted improvements in

the performance to pay more of our

suppliers in a timely manner.

Suppliers and vendors

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.

• 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 Chair of the Remuneration

Committee reached out to major

shareholders on Softcat’s 2025

Remuneration Policy.

Key topics of engagement

• Strategy

• Company performance

• Corporate governance

• Executive Director remuneration

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 on the return of cash

to shareholders by way of dividend

payments. During the year, the

Board approved the operation of the

framework and the policy. The final

and special dividend for the year

proposed by the Board is explained

on page 77.

• Feedback from investors/analysts

on Group performance and on

our strategy.

• A better understanding of

investor expectations in respect

ofcorporategovernance.

• Additional disclosures in the Annual

Report to support our investors’

understanding of the business.

• The Board welcomed as a metric

thehigh level of shareholder support

received on each resolution at

the 2024 AGM.

Investors

Financial statementsGovernanceStrategic report

31Annual Report and Accounts 2025 Softcat plc

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 at Board level

through the Sustainability Committee.

• Our charity team, which reports to

members of the Senior Leadership

Team, has strong connections

with local and national charities

and volunteering networks and

also engages with our employees.

Material ESG issues are included

ineach Board report from the CFO.

• Through our sustainability

governance framework, we have

initiatives and localised green teams

to support environmental activities.

• We maintain dialogues with local

institutions, such as schools and

colleges, to understand how we

can help them and how we can

encourage students to join our

apprenticeship scheme.

• Approval of new offices is a matter

reserved to the Board. Proposals for

new offices include sustainability

considerations which are factored

into the Board’s 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:

• Operating a Sustainability

Committee, which has delegated

responsibility for setting Softcat’s

sustainability strategy, monitoring

Softcat’s performance against its

emissions targets and oversight of

sustainability initiatives and activities.

• Softcat works closely on a number of

initiatives which support volunteering,

charitable giving, social mobility,

diversity and inclusion (please see

page 38.). This further demonstrates

our commitment to being a purpose

and people-led business by boosting

opportunities in the communities in

which we operate.

• 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, employee satisfaction

and social mobility. Please see the

Annual Report on Remuneration on

pages 104 to 115 for further details

and outcomes.

Communities and the environment

Case study

Softcat’s acquisition of Oakland

Stakeholders considered or impacted:

Softcat’s growth has been organic since

its incorporation. The Board, however,

has discussed and agreed that inorganic

growth, and or expanding into new areas

or markets, is an option if there is a truly

compelling opportunity to drive

long-term shareholder value.

During the year, management presented

to the Board an opportunity to acquire

Oakland, a high-quality data services

consultancy business that could

accelerate Softcat’s capabilities and

market reputation in data, automation

and AI. The Board considered, amongst

other things:

• better serving customers who

couldbenefit from our joint expertise

and propositions;

• the impact and potential benefits for

Softcat’s employees of collaborating

with Oakland on data, automation

and AI opportunities;

• the strong employee cultural fit

between the organisations;

• the longer-term benefits for investors

through accelerated growth

prospects; and

• further extending relationships

with existing and new suppliers

and vendors.

The Board considered the proposal

including the potential beneficial impacts

for relevant stakeholders. The Board

reviewed extensive information about

Oakland, including its financial

performance, customer offerings and

employee culture. The Board also

considered how the deal could create

value over the longer term. Following

further review, the Board agreed that the

opportunity toacquire Oakland would

be beneficial for the identified stakeholders

and it approved the acquisition.

Section 172 factors were also part

oftheapproval. In particular:

• Likely long-term consequences

and relationships with customers,

suppliers and others: Oakland’s

services complement and strengthens

Softcat’s ability to support customers

and are strategically aligned to our

offerings.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

Oakland and Softcat. Oakland has a

similar culture to Softcat and strong

cultural alignment will benefit both

organisations as we seamlessly

progress our strategy.

32 Softcat plc Annual Report and Accounts 2025

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Driven to make a difference

Social value

This report details our commitment to both employees and sustainability,

andoutlinestheresponsible practices we implement across the business.

Our sustainability vision

We strive for a sustainable future and one where

our people and our planet can prosper

Alignment with the SDGs

Softcat operations

Supply chain

Customer solutions

People and community

Education and economy

Diversity and inclusion

Risk

Reporting

Compliance

Environmental Social Governance

Goals

Carbon neutral since 2021

100% renewable energy in offices

where possible since2023

Net zero value chain by 2040

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

Industry-leading Carbon Neutral

CiscoSupport Service

Financial Times European

ClimateLeaders 2024

We feature on the GPTW lists above

£405k in charitable donations

Completion of projects to comply

withchanges in legislation

Good progress for more effective

control environment

Financial statementsGovernanceStrategic report

33Annual Report and Accounts 2025 Softcat plc

Our people

Diversity as at 31 July

Gender breakdown

Board of Directors

Female

Male

37.5%62.5%

43%57%

43%

57%

Senior Leadership Team

Female

Male

60%40%

67%33%

78%22%

56%

44%

Total permanent employees

Female

Male

64%36%

65%35%

67%33%

63%

37%

83%

85%

82%

Ethnicity breakdown

Total permanent employees

Ethnic

White British

andwhite other

18%

17%

15%

Highlights

• Refined and developed our

climate-related opportunities

• Market-leading employee

engagement results

• Carbon removal of all of

Softcat’s scope 1, scope 2 and

operational scope 3 emissions

for FY2025

• Non-Executive Directors of

theBoard engaged directly

with each Softcat office

• Our climate emissions data

hasbeen externally assured

• Highly rated as a great

place towork

• 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 £191.6m

for theyear

£191.6

• Continued improvements

indiversity

Scan to visit our website

www.softcat.com/

about-us/sustainability

Read more online

34 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Social value continued

People

Softcat excels due to its deep commitment to its people and unique culture.

Introduction

Softcat excels due to its deep

commitment to its people and unique

culture. This powerful combination of a

supportive environment and

exceptionally talented individuals drives

outstanding customer satisfaction, which

remains at the heart ofSoftcat’s ongoing

success. Throughout the year, this

dedication toemployee engagement has

shone through various initiatives,

including incentive trips, volunteering

opportunities, staff recognition

programmes and opencommunication.

We also champion inclusivity,

sustainability and active engagement

through our employee-led groups.

Thisincludes our diversity and inclusion

networks and the Founders Group

whichhelp employees connect to the

Company’s purpose and roots, and

Love2Give, our charitable giving and

volunteering initiative.

These groups help shape Softcat into a

remarkable workplace. This commitment

is further validated by numerous external

awards and accolades, reinforcing

Softcat’s reputation as one ofthe best

employers in the industry.

External engagement

Engaging with our external partners,

vendors and customers is a key pillar

ofour external engagement work.

Forthe first time, we used Softcat’s

annual Partner Forum as a springboard

for a Sustainability symposium, featuring

panels that discussed building partnerships

with charities, ensuring roles at Softcat

are accessible to all andreducing

workplace inequality.

We regularly participate in industry

events, such as CRN, and this year was

no different. Highlights included the

CRN Women and Diversity in Tech

andChannel Festival, where 40 Softcat

employees attended to discuss

mentorship, diversity programmes, and

policies for women during life milestones.

We were once again pleased to win

bigat the CRN Women and Diversity

inChannel Awards in October 2024,

takinghome the Cultural Inclusion

Company of the Year Award and

severalindividual awards.

Additionally, 56 Softcat saleswomen

joined several female customers

andvendors across London and the

Birmingham offices for a day of networking,

workshops and roundtable discussions.

The event aimed to bring saleswomen

from across the regions together to

share experiences and gain insights on

topics such as personal branding and

career progression. Thegroup also

heard directly from customers on future

IT trends, sustainability and ways to

advance diversity efforts.

To further our commitment to disability

inclusion, Softcat joined the Business

Disability forum, providing access to

events, networking opportunities and a

practical online toolkit for managers and

the HR team. Softcat maintains strong

links and partnerships with Technology

Channel for Racial Equality (‘TC4RE’) and

Tech Channel Ambassadors (‘TCA’).

Network milestones

Softcat has demonstrated a strong

commitment to supporting the events

organised by the diversity and inclusion

networks throughout the year.

International Women’s Day was celebrated

with a week of events, including a Q&A

with broadcaster Gabby Logan, local office

activities, and panel sessions on career

progression and customer conversations.

Neurodiversity Celebration Week took

place in March with events aimed at

challenging stereotypes and supporting

neurodivergent employees. Highlights

included a Q&Aon ADHD and a panel on

the experiences of women who have been

diagnosed with a neurodivergence later

inlife.

To celebrate LGBTQ+ History Month,

Softcat partnered with Exertis and BCS

to host an event focused on advancing

LGBTQ+ inclusion in technology. The

event featured workshops and panels on

creating diverse teams and discussing

the future of organisational LGBTQIA+

inclusion. The Ethnic and Cultural

Diversity network celebrated Lunar

NewYear with an origami workshop and

traditional Chinese food, in collaboration

with our partners VIQU Recruitment,

11:11 Systems and Perspicuity.

The third Community and Network Lead

celebration day was held to recognise

the Network Leads for their contributions

to strengthening Softcat’s culture. The

event featured reflections on achievements

from FY2025, discussions on goals for

FY2026, an ‘Inclusion for All’ workshop,

and a team-building activity.

Charitable causes

Throughout the year, our passion for

fundraising and volunteering has shone

through various activities organised by

local offices and teams. Fifteen colleagues

from our Armed Forces network, South

Coast and Bristol offices, walked 110km

around the Isle of Wight with support

from Lenovo and Commvault, while

another group of eight completed a

Financial statementsGovernanceStrategic report

35Annual Report and Accounts 2025 Softcat plc

rain-soaked endurance trek across the

South Downs, together raising a total

of£11,965 for The Gurkha Welfare Trust

and exemplifying the teamwork and

culture that define Softcat.

Softcat’s Chief Revenue Officer and

Chief Technology Officer joined a group

from the Manchester office to spend

aday volunteering at Wythenshawe

Hospital, supporting the ‘Sow the City

charity’ to improve local woodland.

A group of 60 of our Softcat team,

including Softcat’s CFO and Operations

Director, spent the day volunteering to

support local schools in the Marlow area.

Building on the success of previous years

and enhancing the positive relationship

between Softcat and the community,

thevoluntary day aimed to improve the

school environment for both staff and

students. Teams from Softcat have gone

into local Marlow schools over the last

few years and we plan to continue

thiscommitment.

This year, we offered employees the

chance to donate to charity instead of

receiving a Softcat Christmas hamper,

resulting in a generous donation of

£5,503 in December.

Internal impact

Significant progress has been made

inthe diversity of our early careers

cohorts. Our most recent apprentice

intake was made up of 35% women and

40% ethnic minority employees, both

ofwhich are increases on the previous

year. In addition, our latest intern cohort

comprises 58% women, far exceeding

our Company average of 37% women.

We held our annual apprentice

graduation ceremony in February,

celebrating 51 apprentices qualifying

with over half achieving distinctions.

Improving the representation of women

in sales is a key focus at Softcat. This year

we conducted eight listening sessions

with women in sales, co-chaired by

Network Leads and senior sales leaders,

to understand their experiences and

challenges. The insights will help shape

actions for FY2026.

We were pleased to announce the

creation of a new role of Diversity and

Inclusion Lead this year. Following

aninternal restructure, an internal

candidate was hired into the role as

partof the diversity, inclusion and

talentacquisition team in March.

Life

Work–life

balance

Mind

Mental wellbeing

and development

Body

Physical

health

Social

Social interactions

with colleagues,

family and friends

Health and wellbeing

This year Softcat launched a new benefits platform, ‘Your Benefits’, which better

supports our employees across four wellbeing pillars:

The new platform is much easier

tonavigate and showcases the full

range of benefits that Softcat offers.

Benefits taster sessions were run to

allow employees to find out more

before enrolment. Positive feedback

has been received, particularly on

the enhanced value of the cycle to

work scheme and the introduction

ofpartner cover in the healthcare

cash plan.

Mental health has continued to be

afocus area for Softcat and a new

employee assistance programme was

launched this year. The benefits of the

new partner, Telus, are an increased

number of sessions per employee and

awider range of support offered.

Employee attendance at the

CRN Women and Diversity

inTech and Channel Festival

Softcat saleswomen joined

severalfemale customers and

vendors across the London and

Birmingham offices for a day

ofnetworking, workshops and

roundtable discussions

£11,965

Money raised by our

employees for The Gurkha

Welfare Trust

Latest intern cohort comprises

58% women

£5,503

Employee donations to charity

instead of receiving a Softcat

Christmas hamper

Softcat apprentices qualified

during the year

36 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Social value continued

People continued

Welcoming workplaces

FY2025 has seen a lot of activity in the

property and workplace area, with three

new office relocations in Birmingham,

London and Bristol. Each new office

reflects the significant headcount growth

that Softcat has seen and allowsroom

for further expansion inthefuture. The

new spaces showcase the new Softcat

branding, enhanced wellbeing and

collaboration areas, andafocus onmore

centrally located and accessible premises.

office relocations

Employee engagement

A look back

The annual employee satisfaction

surveywas conducted in October 2024

and resulted in an overall employee

engagement score of 88%, with an

employee net promoter score (‘eNPS’)

of55. These industry-leading results

show the high level of engagement our

employees feel with their roles and

Softcat as an employer. The following

employee comment from the survey

reflects this sentiment:

Fantastic place to work.

Thepeople, the work–life

balance, the atmosphere

inthe offices. I never dread

coming to work, which has

never happened before

inanother workplace.

Comment from employee

satisfactionsurvey

Overall, Softcat really

isagreat place to work.

Yes,there are some areas

that can be improved,

butthat’sthe point of

surveys like this.

Comment from employee

satisfactionsurvey

Our employees recognise that by

providing feedback in surveys they can

help us make improvements, as evidenced

by the following employee comment:

We also conduct a quarterly management

survey, which is sent to approximately

450 employees with people management

responsibilities. This year we sought

feedback from management survey

recipients about how they engage with

the survey and subsequently modified

two questions to make them clearer.

Thiswill improve the validity of the results

moving forward and demonstrates our

commitment to listening to our people

and taking meaningful action.

We share a breakdown of the survey

results with our Senior Leadership

Teamwho are individually scored

bythemanagers for the value they

areproviding to the organisation.

Asummary of results and high-level

themes are also shared with the wider

management team, with a particular

focus on notable trends.

This insight gives us a quarterly pulse

onhow our managers and their teams

are feeling and creates a platform for

continuous improvement. Teams which

receive constructive feedback are

encouraged to share where they have

made improvements. We are looking

forward to benefiting from further

technology enhancements from the new

engagement platform across all surveys.

The Softcat Board discusses the

outputof the management survey

andthe annual employee engagement

survey. The importance of employee

engagement as a key metric at Board

level is demonstrated using the eNPS

metric in the Executive Directors’

annualbonus.

Looking to the future

People and culture are a main source

ofcompetitive advantage at Softcat and

this year we have increased our focus

onmaintaining high levels of employee

engagement by:

• Introducing an Employee

Engagement Lead role. This role

is dedicated to maintaining and

improving our existing levels of

employee engagement.

• The Employee Engagement Lead

now reports to the Head of People

Business Partners and Employee

Engagement. This alignment

further strengthens our focus on

employee engagement through

senior stakeholder relationships held

bytheteam. Work is underway to

build out an employee experience

strategy over the next twelve months.

• We have invested in a new and

upgraded employee experience

platform. Once implemented, the

new platform will improve the user

experience, create efficiencies in

reporting and also give us industry

benchmarking and insight. AI

capability within the platform will

support leaders to drive and action

insight from survey feedback.

Birmingham LondonBristol

Financial statementsGovernanceStrategic report

37Annual Report and Accounts 2025 Softcat plc

External recognition

We continue to participate in the

external Great Place to Work survey

andretain our status as a certified

greatplace to work in the super-large

category, ahead of featured

resellercompetitors.

We were able to act on feedback from

our surveys with the launch of an exciting

new ‘Workation Policy’ which gives

employees the opportunity to work

remotely from a selection of locations,

combining work and leisure to enhance

work-life balance and overall wellbeing.

The next employee engagement survey

will launch to our employees in the first

quarter of FY2026 and we look forward

to incorporating the feedback into our

employee experience strategy plans

forthe coming year.

Internal recognition

Employee recognition remains a core

element of our culture and we continue

to celebrate, recognise and reward

ourpeople’s efforts and achievements

through celebrating milestones like

birthdays and anniversaries. We also

cast a vote for employee of the month

and quarter with popular lunch of the

quarter recognition places for our high

performers. The annual Company

awards are hotly contested and take

pride of place in our Company Kick Off

event each year. The day-to-day wins

also matter and each week we share

howour employees are living the values

through our spotlight recognition hub

and ‘love email’.

Softcat – a great place to work

38 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Social value continued

Softcat – a great place to work continued

Developing our talent

Softcat has a dedicated learning and

development (‘L&D’) team, providing

acomprehensive range of career and

personal development support, giving

our employees the best opportunities

tolearn and grow. Our commitment to

developing and nurturing our employees

in their careers continues to be a priority

for Softcat. A large proportion of our

new starters every year are school and

university leavers, which means that our

early careers training programmes are

vital in inducting them in a way that sets

them up for future success.

This year we have made further investment

into the team with the addition of a

dedicated head to support with our

multinational L&D offering, and a head

to support the adoption of Microsoft

Copilot AI across the business.

Early careers focus

Our apprenticeship programme has

continued to develop across the year.

Animpressive 56% of our apprentices

were awarded a distinction on completion

of their programmes. We were voted

#1Best Apprentice Employer in IT &

Consultancy by Rate My Apprenticeship

and have recently been ranked 49th in

the Top 100 Apprenticeship Employers

2025 by the Department for Education,

the first time we have featured on this

prestigious list.

We have also seen an increase in

employees undertaking upskill

apprenticeships and have added

qualifications including intelligence

analyst, chartered manager degree

anddata-driven professional into our

portfolio. We will continue to maximise

our use of the apprenticeship levy by

encouraging more employees to take

advantage of upskilling apprenticeships.

Our overall commitment to developing

employees was recognised this year

byGreat Places to Work ranking us

#6inthe UK’s Best Workplaces for

Development 2025.

Setting sales up for success

The L&D team remains committed

toevolving and improving our sales

learning programmes. The team has

taken a leading role in strategic initiatives

around the future skills of the sales

organisation and the modernisation

ofour Sales Development Programme.

This year we have launched a series of

Client Director away days to support and

develop those in our most senior sales

roles. This new learning initiative was

met with very positive feedback and we

look forward to continuing this next year.

Our Leadership Foundations Programme

(‘LFP’) for mid-level managers saw new

cohorts successfully complete this year.

LFP has gone from strength to strength

over the years and is now firmly cemented

as our flagship leadership programme.

Since launching the programme just

under 50% of the participants have

beenpromoted into leadership roles.

To continue the development of our

leadership talent we have launched an

alumni group. The focus of the alumni is

to allow past participants of the group to

reconnect, share ideas and best practice

and keep the energy of the programme

alive. We will also be launching a new

cohort of our Leadership Development

Programme (‘LDP’) this year. As with

previous years, our Senior Leadership

Team will lead this programme to share

real-world insight and value to

thecohort.

Charitable causes and volunteering

Softcat strives to be an ethical and

responsible place to work supporting

allour stakeholders, including our

communities. We have a dedicated

charity team which is responsible for

managing fundraising at Softcat, with

representatives from across the business

providing input and representation.

FY2025 was a fantastic year for Softcat’s

charitable endeavours. We raised over

£405k (2024: £540k) for charitable causes.

Our Love2Give programme continues to

promote the importance of giving back

through two Company-given employee

volunteer or fundraising days each year.

Softcat’s charity team has redesigned

the Love2Give programme to make

iteasier and more practical for our

employees to support various charities

and fundraising.

Charitable donations to date since

Softcat was formed as a business

nowstand at a remarkable £3.5m.

of apprentices were awarded

adistinction

Financial statementsGovernanceStrategic report

39Annual Report and Accounts 2025 Softcat plc

Ethical behaviour

As the UK’s largest value-

added reseller, we strive

tomeet our customers’,

vendors’ and shareholders’

expectations by maintaining

high standards of conduct.

Our values (see page 10)

arefully aligned to good

ethical behaviour to create

apositive environment,

fulfillegal obligations and

empower employees to

operate our business in

acustomer-focused way.

We have formal policies and our Employee

Handbook (which is our Code of Conduct)

also summarises the key expectations and

behaviours we expect from all Softcat

employees and those who work on behalf

of Softcat. Our policies and our Employee

Handbook provide a framework for all

employees to comply with relevant laws,

to behave in an ethical manner and to

respect the rights of our employees and

other stakeholders. Senior management

regularly reviews our key policies and

updates them to make sure they remain

relevant and up to date. ‘Responsibility’

isa Softcat core value and this helps to

underpin our approach to good ethics.

Employees recognise that their actions,

attitude and choices matter for our

keystakeholders.

Potential human rights risks exist within

any business and supply chain, including

labour risks, unsafe workplace conditions

and bribery and corruption. We therefore

continue to be compliant with the annual

reporting requirements of Section 54

ofthe Modern Slavery Act 2015. Our

approach to preventing modern slavery

forms part of our corporate responsibilities

and we expect organisations with which

we do business to adopt and enforce

policies to comply with relevant legislation.

We review the public disclosures of our

largest vendors in respect of their practices

to mitigate the risk of modern slavery

toensure they align to our values. We

produced an updated modern slavery

Statement this year and we also published

our Modern Slavery policy which are on

our website. Employee training is provided

where appropriate, including at induction

for new employees. We also provide

additional disclosures if requested in

respect of modern slavery and other

matters in respect of corporate

responsibility when bidding for large

public sector contracts.

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.

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 also finished

during the year a comprehensive

programme to comply with the new

corporate offence of a failure to prevent

fraud introduced in 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

seek 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

and these are reviewed by the Board as

partof the Directors’ responsibilities

toits key stakeholders. We take these

responsibilities seriously and the Board

notes that management continues 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.

Softcat’s strong financial performance

contributes to the UK economy. In the

2025 financial year, our total tax

contribution to the UK economy was

£191.6m. This includes corporation tax,

payroll taxes, VAT and other business rates

and taxes. In the last four years, Softcat’s

total tax contributions to the UK economy

is approximately £0.7bn.

Tax contributions 2025

Tax contributions 2024

Corporation tax: £40.2m

Employment taxes: £68.9m

VAT: £67.1m

Other rates/taxes: £4.2m

Corporation tax: £46.9m

Employment taxes: £82.2m

VAT: £56.5m

Other rates/taxes: £6.1m

£191.6m

£180.4m

40 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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, as explained below.

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.

We are monitoring developments with

respect to the anticipated rollout of UK

Sustainability Reporting Standards

(‘UKSRS’) and we will take the required

steps to comply once the requirements

are confirmed.

We continue to make changes within

the business to support our approach

to climate change and have increased

collaboration with our partners and

supply chain, all of which will help

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 report from

theSustainability Committee on

pages 94 and 95.

We continue to make changes within the

business to support our approach to climate

change and have increased collaboration

with our partners and supply chain, all

ofwhich will help ourcustomers to make

sustainable purchasing decisions.

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.

More information about our

approach to sustainability is on

our website at www.softcat.com/

about-us/sustainability

Read more about our CO

targets

onpage 54.

Reducing our carbon footprint

The solar panels at our head office

inMarlow generated over 150MWh

during FY2025, substantially contributing

to the office’s energy requirements.

+150MWh

Find out more about our carbon

reduction plans on page 55.

These highlights reflect our ongoing commitment to integrating sustainable practices

into our operations andcreating long-term value for allstakeholders.

42 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Climate-related Financial Disclosures and sustainability continued

Action on climate change

The Board recognises that climate

change has potential business and

financial impacts. These include both

risks and opportunities for Softcat and it

is our responsibility to lessen and take

advantage of these, respectively. We

have taken steps to make our business

more resilient to climate change and we

continue to focus on and assess our

achievement against the ambitious

environmental targets that the Board

approved in 2020. The Board fully

supports the adoption of CFD as it will

help Softcat’s stakeholders to focus their

efforts towards achieving net zero.

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 will continue to refine our approach

to identifying, assessing and managing

our climate-related financial risks and

opportunities. We will do this each year

so we are resilient and prepared for

reporting and we will refresh any

detailed climate scenario analysis

atleast every three years.

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.

Key activities in FY2025

Governance/strategy

The Sustainability Committee reviewed and endorsed the refinement of the sustainability strategy

within the context of Softcat’s overall strategy. This included further developing customer offerings

and opportunities and recognising potential challenges of working with our supply chain vendors

as explained in this report.

Strategy

We undertook an annual financial impact assessment of our climate-related risks and opportunities,

building on previous work to improve our understanding of risks and opportunities facing Softcat.

A summary of the process and results is provided on pages 49 to 52 and we consider the business

remains resilient to the risk of climate change.

Risk management

We further refined our methodology for assessing climate-related risks and opportunities. Please

see pages 49 to 52. Our Risk and Assurance team provided support to further strengthen controls

onour assurance framework for ESG disclosures.

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 105.

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 will need further actions and the ongoing

support of other stakeholders, particularly our vendors.

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

Our overall reported greenhouse gas emissions and energy consumed for FY2025 are shown

onpage 58. These include explanations for year-on-year changes in reported emissions.

Financial statementsGovernanceStrategic report

43Annual Report and Accounts 2025 Softcat plc

TCFD cross-reference and compliance table

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 ten of the eleven recommended disclosures, as set out below, an improvement from the

nine 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, or provide reason

for non-compliance. We plan to continue improving our compliance with these disclosures.

Thematic area

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

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 45 and 46)

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 45 and 46)

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.

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.

(Page 48)

Compliant

We have refreshed our scenario

analysisin respect of climate change

risks and opportunities. We have also

undertaken a further financial impact

assessment of our climate-related

risks and opportunities, to improve

our understanding and management

oftherisks and opportunities.

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 48 and 49)

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 the Sustainability Committee

further considered opportunities to

take advantage of customer sustainable

choices and the IT circular economy.

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 48 and 49)

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.

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 53)

Compliant

We undertook a further financial impact

assessment of our climate-related

risks and opportunities, improving our

understanding and management of

them. As we evolve our offerings and

work further with our supply chain, we

will increase our level of knowledge on

climate-related risks.

7) Processes for managing

climate-related risks.

(Page 53)

Compliant

We explain in our assessment of

climate-related risks the mitigating

actions which we can take or have taken.

Through the financial impact assessments,

we have improved our understanding

and management of our climate-related

risks and opportunities.

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 53)

Compliant

We have conducted climate risk

workshops to identify risks. Our process

for assessing the materiality of our

climate-related risks is consistent with

the process for other corporate risks.

Wewill continue to monitor and manage

our climate-related risks.

44 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Climate-related Financial Disclosures and sustainability continued

Thematic area

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

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 54 to 56 and

pages 96 to 127)

Partially compliant

– we have not yet

fully embedded

opportunity metrics.

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 FY2025, we progressed on

setting and tracking our internal carbon

pricing metric with the aim of further

embedding this into the business in

future years.

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 54 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 54 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 60).

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.

Management has more clearly defined

the next steps and dependencies to

realise the opportunities.

Our net zero targets have been

approved by the SBTi. Our ten in ten

plan sets out various success criteria to

help customers purchase sustainable

products and services.

TCFD cross-reference and compliance table continued

Financial statementsGovernanceStrategic report

45Annual Report and Accounts 2025 Softcat plc

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 94 and 95.

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

Sustainability Lead 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.

46 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Employee Network & Community Groups

Green team

Climate-related Financial Disclosures and sustainability continued

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

Meets twice annually to share updates and ensure ESG pillars are aligned

andworkingtodeliversustainabilityacross the organisation

Sustainability governance structure

Sustainability Committee (see pages 94 and 95)

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

Financial statementsGovernanceStrategic report

47Annual Report and Accounts 2025 Softcat plc

Softcat

Supply chain

Solutions

Softcat’s framework for sustainability

Strategy

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 Softcat’s sustainability strategy in the context of the

overall strategy of the business. This provides a focused view of the resilience of the business to climate change and

other sustainability challenges, as well as potential opportunities for growth.

Our framework for sustainability defines our approach, guides our actions and supports the steps we take to mitigate

the impacts of climate change. It also supports our strategy to grow our customer base and sell more to existing

customers, as we expect the importance of sustainability as an input to purchasing decisions for our customers to

increase. This framework helps us to focus on relevant internal and external factors, better manage our scope 1, 2

and3 emissions and work closely with identified stakeholders.

• Continual reduction of emissions

thatare in Softcat’s control aligned

toour net zero goals

• 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

• Engage suppliers to measure and

assesssustainability progress, cognisant

that we need stakeholder support for

their net zero journeys to align to 2040

• Partner with suppliers that support

Softcat’s sustainability goals

• Integrate sustainability into Softcat’s

procurement policies

• 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

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.

48 Softcat plc Annual Report and Accounts 2025

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Climate-related Financial Disclosures and sustainability continued

Climate-based scenario analysis

In line with the CFD, since 2022

wehaveconducted annual climate

scenario analyses to better understand

the potential impacts and opportunities

for Softcat against possible climate

futures. We work with our external

advisers to refresh the analysis and the

process also considers progress made

since the last year, rates the risks and

opportunities and discusses any

newtopics.

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. We have conducted

an analysis of our office locations

todetermine their exposure to

physicalclimate hazards.

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 IPCC

scenarios vary slightly from the scenarios

used last year due to updated climate

data and models. These changes

donotmaterially affect the

assessment’soutcomes.

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

Net zero 2050

scenario(‘NZ2050’)

This is an ambitious scenario that limits global warming

to1.5°C through stringent climate policies and innovation.

Nationally determined

contributions

scenario(‘NDCs’)

This scenario accounts for all Government-pledged

climate targets, even if not yet backed up by implemented

effective policies.

Current policies

scenario (‘CPs’)

This is a pragmatic exploratory scenario, which assumes

that only currently implemented policies are preserved

into the future.

The UK is the most significant location for our operations and our revenue

(representing over 95% of both headcount and revenue). Most of our key vendors

also have operations in the UK. All office locations have been considered in the 2025

analysis. As part of our risk management framework, we conducted our analysis

across three time horizons:

Term Horizon Milestone year

Short term 2025 to 2030 2027

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 goal. 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:

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49Annual Report and Accounts 2025 Softcat plc

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 risks over the

medium and long term, ensuring that

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 2025, we refreshed our qualitative

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.

The above financial impact definitions

were increased during FY2025 and

asaresult the impact of some of the

climate risks assessed have reduced.

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. 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 10 and 11).

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.

Risks

Physical risk

category 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 62).

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.

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.

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.

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 62).

Timeframe of potential materialisation:

Medium, Long

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; and

• downtime caused by overheating of equipment, insufficient cooling and

shutdowns or outages at data centres.

Key to potential financial impact: Low Medium High

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Transition risk

category Identified risk and timeframe Current or future control measure

Relevant

emissions

scenario

Potential financial impact

Short Medium Long

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 passed

on to the customer.

Management oversees initiatives to ensure

compliance with legislation, taxes, etc.

The Sustainability Committee has oversight of

sustainability reporting and emissions targets.

Engagement with our suppliers and vendors

onsustainability to mitigate 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 energy where possible and we

purchase renewable energy credits where we

cannot use renewable energy.

Our offices have modern amenities which are

energy efficient.

We operate an electric vehicle car fleet.

We operate solar panels at our head office

inMarlow.

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

page62).

Timeframe of potential materialisation:

Medium

We work with our supply chain and with the

wider IT industry as part of our framework for

sustainability. We understand many of their

goals to achieve net zero and consider how

these align to our net zero supply target.

We have mapped our largest vendors’ alignment to

our net zero targets. This allows us to identify parts

of the supply chain where there is not alignment to

our supply chain net zero target. We continue to

monitor the target dates set by our vendors.

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.

Market

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 62).

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 promotions

undertaken by local teams.

We operate Group-wide training and awareness

on climate change. We will develop further

improvements to our sales systems and support

to promote the sale oflower-carbon products.

Our sustainability team includes a Sustainability

Customer Success Manager to provide support

to our sales teams.

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.

Risks continued

Key to potential financial impact: Low Medium High

Climate-related Financial Disclosures and sustainability continued

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51Annual Report and Accounts 2025 Softcat plc

Key to potential financial impact: Low Medium High

Transition risk

category Identified risk and timeframe Current or future control measure

Relevant

emissions

scenario

Potential financial impact

Short Medium Long

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 risk:

Failure to respond to market changes

(see page 62).

Timeframe of potential materialisation:

Short, Medium

We have a clear climate change strategy and

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.

Reputation

Failure to attract or retain employees

due to being viewed as an

unsustainable business.

Link to principal risk:

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 have rolled out Group-wide

sustainabilitytraining.

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.

This is a new risk item. It reflects the increased

use of AI, IT and data services which are

energyintensive.

Softcat has business continuity plans in place

inthe event of business interruption.

Low

Medium

High

Potential financial impacts include:

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

Opportunities

Category 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: the provision

of a tax-efficient salary sacrifice scheme to

enable employees to lease electric vehicles for

their use; a cycle-to-work scheme; and flexible

hybrid working, allowing employees to work

some days at home, thusreducing carbon

emissions arising fromcommuting.

Low

Medium

High

52 Softcat plc Annual Report and Accounts 2025

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Category Identified opportunity and timeframe Current or future strategy

Relevant

emissions

scenario

Potential financial impact

Short Medium Long

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 potentially rising fossil fuel prices,

utilising renewable energy tariffs will 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 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.

Products

and services

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 and

improve the ease for our customers to purchase

sustainable products and services. This can

improve our competitive position and capitalise

on shifting consumer preferences.

Currently we have three services certified as

‘Carbon Neutral’ (PAS 2060) in our ten in ten

plan (see page 55).

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 59 to 64. 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. We re-evaluate our climate-related risks and opportunities annually to ensure

Softcat remains resilient.

Key to potential financial impact: Low Medium High

Climate-related Financial Disclosures and sustainability continued

Opportunities continued

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53Annual Report and Accounts 2025 Softcat plc

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

pages 62 to 64). We have robust plans

tomitigate the impact of business

interruption (which may occur, for example,

due to extreme weather events) which is

a mitigating action in our principal risks.

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.

We have identified and added some new

risks and opportunities, but these are

not considered material. 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. A representative from

our Risk and Assurance team (which is

responsible for day-to-day management

of the corporate risk register) also attended

the workshop to ensure alignment of the

approach between climate change risks

and corporate risks. A summary of the

key risks and opportunities was reviewed

by the Sustainability Committee and will

be incorporated into the climate risk and

opportunity register.

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.

Furthermore, 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 will continue to assess the

likely effects that climate change may

have on our business 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’ that we do not

currently expect to impact the business

within our associated time horizons.

Therefore, within the register, 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.

54 Softcat plc Annual Report and Accounts 2025

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Climate-related Financial Disclosures and sustainability continued

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 57.

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 on

the residual impact to operate as

acarbon neutral business;

• to use, where possible, renewable

energy 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 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 are committed to improving the

measurement of our carbon footprint

which includes obtaining limited external

assurance regarding the respective

emissions scope data. Assurance

statements are available to view on the

Trust section of the Softcat website.

Like the majority of 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 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 2040. For this

reason the Sustainability Committee

acknowledges that achieving Softcat’s net

zero goals is ambitious but challenging.

The Committee is regularly reviewing

current and anticipated progress

towards its targets to reduce gross

emissions and to achieve net zero.

Ouremissions are disclosed on page 57.

Energy consumed primarily relates to

our offices and initiatives to reduce energy

consumption are shown on page 57.

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’). It is also monitoring

the development of potential reporting

metrics under the UK Sustainability

Reporting Standards.

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 approved a long-term target to become a net zero business, and this will be achieved primarily by completing three

keystages. Below is a summary of the targets and the progress being made:

Timing Goal Summary and progress update

2022 Carbon neutral Softcat has been operationally carbon neutral (self-certified) since 2022 and we currently use certified carbon

removals tomaintain neutrality.

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 energy used. We purchase renewable energy credits where we cannot use

renewableenergy.

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 working 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. For this reason, achieving this goal is ambitious but challenging and we continue to review current and

anticipated progress to reduce gross emissions and to achieve net zero.

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 the SBTi and had its net zero targets 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; please see page 55), which will 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.

Financial statementsGovernanceStrategic report

55Annual Report and Accounts 2025 Softcat plc

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). 2025

Softcat ‘Certified Carbon Neutral’ services–PAS 2060 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

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 104 to 115.

Internal carbon prices

During FY2025 we have developed an approach to set metrics through internal carbon pricing, in order to pave the way to further

embed this metric into the business in future years. In FY2026 the Sustainability Committee will discuss with management plans to

further embed internal carbon pricing into the business. This will help todrive positive behaviours and decisions to further reduce

our impacton climate change.

56 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Working with our stakeholders

Partnerships

To help us achieve our net zero targets, we work closely with our supply chain,

vendors and other industry and business forums and this helps to raise the profile

and importance of reducing carbon emissions. Many of our vendors are dedicated to

operating more sustainably and are making commitments towards tackling climate

change and we collaborate with them so we can understand our respective journeys

to net zero. We will need further actions and the ongoing support of our vendors

fortheir net zero journeys to align to our net zero goal of 2040. For this reason the

Sustainability Committee acknowledges that achieving our goal by 2040 is ambitious

but challenging.

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. During FY2025

we have focused on gaining further

insights from our customers through

asustainability ‘Voice of the Customer’

survey. The results confirm there is

customer demand for sustainable products

and services and it reinforces the strategy

to provide them to our customers and to

better empower customers to make

educated, 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,

Softcat is working with our vendors and

third-party carbon data platforms 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 offered and weaim to

makegood progress on this inthe future.

The Sustainability Committee will consider

progress on these matters during FY2026

with a view to further refining 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

we will be acting on the feedback from

the sustainability ‘Voice ofthe Customer’

responses to further support employees to

meet the requirements of our customers.

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

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57Annual Report and Accounts 2025 Softcat plc

Regulatory and other disclosures

GHG emissions

Our emissions have been calculated

using the GHG Protocol Corporate

Accounting and Reporting Standard

(revised edition), together with the latest

emissions factors from the Department

for Environment, Food & Rural Affairs

(‘DEFRA’) and the Department of Energy

& Climate Change (‘DECC’).

• 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the average number of employees 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 our turnover. Commentary on the steps we take to reduce

energy consumption and reduce our carbon footprint is provided elsewhere in

thisreport.

FY2025 FY2024 FY2023 FY2022 FY2021 FY2020 FY2019

tCO

e/£m 0.14 0.14 0.22 0.21 0.20 0.30 0.51

tCO

e/employee 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.

1.95

2.59

2.75

1.79

2.21

Energy consumed

Million kilowatt hours

2.21

58 Softcat plc Annual Report and Accounts 2025

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Regulatory and other disclosures continued

GHG emissions continued

GHG emissions are calculated in line with the GHG Protocol Corporate

Accounting and Reporting Standard, using UK Government GHG

conversion factors 2023.

158

334

304

Scope 1 and scope 2 emissions

tCO

196

343

357

383

249

363

Scope 3 emissions

tCO

e ’000

363

196

184

229

196

342

563

386

96 0

Key: Scope 1 Scope 2

The material increase in scope 1

emissions in FY2025 arose as a result

ofa coolant leak in one of our offices.

Scope 3 emissions and the intensity

measurement per employee for FY2024

have been restated in line with a

maturing of our emissions data. This

hasresulted in asmall decrease in each

of the previously reported numbers.

Scope 2 emissions from FY2024 are

market based. The zero figure shown

forscope 2 for FY2024 follows

thepurchase of Energy Attribution

Certificates (‘EACs’) in respect of our office

locations where using renewable energy

directly has not been possible. Scope 2

emissions shown prior to FY2024 are

materially different as these relate to

emissions before the purchase of EACs.

Assurance in respect

ofemissionsdata

Softcat engaged the independent firm

NQAto provide 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 work with accredited partners to

remove the impact of our scope 1

andscope 2 emissions and operational

scope 3 emissions (including waste,

business travel and employee commuting).

We use carbon credit approved removal

schemes, making financial contributions

to the equivalent of the emissions to

beremoved. All of these emissions

forFY2025 have been removed.

Softcat invests in a Verified Carbon

Standard carbon removal project to

remove emissions from employee

commuting, business travel, fuel and

energy-related activities, and waste.

Theproject’s main objectives are 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.

Climate-related Financial Disclosures and sustainability continued

Financial statementsGovernanceStrategic report

59Annual Report and Accounts 2025 Softcat plc

Driving effective risk management

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’).

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 staff 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 81 to 88.

Risk governance

Board

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.

Audit and Risk Committee

Supports the Board by monitoring

the effectiveness of risk management,

internal controls and the internal

audit function.

Executive Directors and

Seniorand Extended

Leadership Teams

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.

Third line

• 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.

First line

• Front line business operations.

• Responsible for correct

and consistent application

of organisational policies

andprocedures.

• Responsible for day-to-day

riskmanagement.

Second line

• 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.

Reporting

and

escalation

60 Softcat plc Annual Report and Accounts 2025

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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 62 to 64.

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 62 to 64.

Three-tier risk management architecture

Principal risk

Key risk

Process

level risk

Key risk

Process

level risk

Process

level risk

Risk management continued

Driving effective risk management continued

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61Annual Report and Accounts 2025 Softcat plc

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 are 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 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.

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 published 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

40 to 58. 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

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 62 to 64. We provide a view on

the change in risk compared to the prior

year’s assessment.

Following review the Board agreed a

change to the existing risk profile related

to our principal risk ‘cyber security risk

and business interruption risk’. The risk

profile rose primarily due to an increase

inthe threat landscape for cyber security

events as seen more widely in the UK.

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.

In addition to principal risks, the Board

noted an emerging risk in respect to

amultinational expansion, acquisition

and integration risk. As we continue to

expand our multinational business, this

increases ourrisk across performance,

legal, compliance and operational

models. M&A activity including the

acquisition ofOakland also introduces

potential integration, cultural alignment

and execution risks.

Issues associated with the principal

riskshave been discussed by the Board

or relevant Committee regularly. For

example, there were regular reviews on

cyber security, maintaining our special

culture and potential market changes.

The Board also considers other

emerging external matters, for example

changes in the geo-political landscape.

Some of the key risks are also reflected

in scenario planning as part of the Group’s

assessment of viability over the longer

term (see page 65 for further details).

An explanation of how the Group

manages financial risks is provided in

note 23 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.

62 Softcat plc Annual Report and Accounts 2025

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Principal risks and uncertainties

Risk management continued

Acquire

morecustomers

See page 16.

People

and culture

See page 17.

Ease of

doingbusiness

See page 17.

Maintain relevance and expand

our addressable market

See page 17.

Sell more to

existingcustomers

See page 16.

Business strategy risks

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

landscape and customer needs

Change

from2024

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

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

Operational risks

Customer dissatisfaction

Change

from2024

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Low

• Reputational damage

• Loss of customers

• Financial penalties

• Dedicated customer experience team, which manages

andescalates customer dissatisfaction cases

• 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

Cyber security risk and businessinterruption risk

Change

from2024

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

Slightly

increased

Balanced

• 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 testing of disaster recovery plans and business

continuity plans

• Simulation exercises will be conducted in FY2026

• 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 statementsGovernanceStrategic report

63Annual Report and Accounts 2025 Softcat plc

Acquire

morecustomers

See page 16.

People

and culture

See page 17.

Ease of

doingbusiness

See page 17.

Maintain relevance and expand

our addressable market

See page 17.

Sell more to

existingcustomers

See page 16.

Financial risks

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

pressures, interest andforeign currency volatility

Change

from2024

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Balanced

• Short-term supply

chaindisruption

• Reduced margins

• Reduced

customer demand

• Reduced profit

per customer

• Higher operating costs

• Customer insolvencies and

cash collection challenges

• Customer base is well diversified in terms of both revenue

concentration and public and commercial sector exposure

• Close dialogue with supply chain partners

• Market conditions are factored to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2024

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 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

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

profit generated

Change

from2024

Target

riskappetite Potential impacts Management and mitigation

Link to

strategy

No change

Balanced

• 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

• 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 alliance teams ensure we optimise available

rebatestructures

• Ongoing training of sales and operations teams to keep pace

withnew vendor programmes

64 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Risk management continued

Principal risks and uncertainties continued

People risks

Loss of culture

Change

from2024

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

• Regular staff events and incentives

• Enhanced internal communication processes and events

Talent, capability and leadershiprisk

Change

from2024

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2024

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 16.

People

and culture

See page 17.

Ease of

doingbusiness

See page 17.

Maintain relevance and expand

our addressable market

See page 17.

Sell more to

existingcustomers

See page 16.

Financial statementsGovernanceStrategic report

65Annual Report and Accounts 2025 Softcat plc

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 2028, 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 62 to 64, including

those that will threaten its business

model, future performance and solvency

or liquidity.

The Company’s gross invoiced income

has grown on average 13.4% 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 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 18.3% in

FY2025. The year-to-date trading to the

end of September 2025 shows growth

inline with the base case forecast.

As of September 2025, the principal

challenges to short-term business

performance are a downturn in the

UKeconomy, resulting from higher

broad-based inflation and interest rates

which both affect 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 62 to

64, 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 impacts

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

downturn in the UK economy and

resulting 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 and

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 2026 financial year; and (ii) against

the remaining two financial years (i.e. 2027

and 2028) 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 £4.8m above

budgeted levels in FY2026, FY2027

and FY2028; 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 through a reduction

inplanned special dividends and delay

payments to suppliers forgoing early

settlement payments, the following

options also exist for management:

• reduced salary costs, through

recruitment restrictions on new

headsand not replacing leavers;

• no interim dividend in H2 of FY2026

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 UK corporates 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

66 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Dear shareholder,

I am pleased to present this year’s report

on governance. It provides information on

the role of the Board and its Committees,

outlining the work we carried out in the last

year. The report includes the good work

undertaken on accountability, stakeholder

engagement and oversight of Softcat’s

strategic direction.

The 2018 UK Corporate Governance

Code(the ‘Code’) (a copy of which is

available atwww.frc.org.uk) applies to

Softcat for the year ended 31 July 2025.

Your Company complied with the

principles and provisions of the Code

during the year withone exception.

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.

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 agreed to ensure that my role

asChairman was very clear to the Board,

other stakeholders and to me. We remain

conscious 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 of the 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

Introduction to corporate governance

Compliance with the UK

Corporate Governance Code

Board leadership and

Companypurpose

The Board is responsible for establishing

Softcat’s purpose, building strong

relationships with our shareholders and

stakeholders, and promoting the long-term

success of Softcat.

Read more on pages 94 and 95.

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.

The other Non-Executive Directors are all

independent, so we have a well-balanced

composition which the Board believes

isinthe best interests of the Company’s

stakeholders. We operate a strong and

effective system of governance which

demonstrates good leadership and

oversight of our responsibilities.

We are always looking for ways to improve

and advance our effectiveness as a Board.

This year we conducted an external Board

effectiveness evaluation, in line with the

recommendations of the Code. Jacqui

Ferguson, our Senior Independent Director,

also conducted a formal review of my

performance and she led a discussion

withthe Board at which I was not present.

Both reviews concluded that your Board

continues to work well and I thank once

again my fellow Directors for their

enthusiasm and insights which contribute

to such an effective Board.

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

21 October 2025

We operate a strong and effective

system of governance which

demonstrates good leadership and

oversight of our responsibilities.

Graeme Watt

Non-Executive Chairman

Financial statementsGovernanceStrategic report

67Annual Report and Accounts 2025 Softcat plc

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

Board composition (%)

Allocation of time

Board overview

Read biographies on pages 68 and 69.

6. L Weedall

7. M Prakash

5. R Perriss

4. J Ferguson

3. K Mecklenburgh

2. G Charlton

1. G Watt

3yrs 5mths

2yrs 1mth

6yrs 3mths

1yr 9mths

2yrs 4mths

10yrs 7mths

7yrs 6mths

Corporate governance and investor relations

Financial performance

Risk

Strategy and operations

Chair

Independent Non-Executive Directors

Executive Directors

6 7

68 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Board leadership and Company focus continued

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

Directors as at 21 October 2025 are as follows:

Graeme Watt

Non-Executive Chairman

Appointed to the Board:

1 April 2018 (and became

Chairmanon 1 August 2023)

Committee membership:

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 the

Softcat business and culture

• Wealth of financial and

riskknowledge

Current external

commitments

Chairman, Infinigate Holding AG.

Previous roles

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. He has

built over 35 years of channel

experience in the IT distribution

industry. Before he joined Softcat,

Graeme was senior vice president

EMEA, Advanced and specialist

solutions, Tech Data Corporation

(‘Tech Data’), 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.

Graham Charlton

Chief Executive Officer

Appointed to the Board:

19 March 2015 (and became

CEOon 1 August 2023)

Committee membership:

Key strengths

• Strong leadership skills

• Strong financial and

commercial skills

• Extensive experience

inboth financial and

generalmanagement

• Deep understanding of the

Softcat business and culture

• Significant experience of

financing and capital raising

Current external

commitments

None.

Previous roles

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.

Katy Mecklenburgh

Chief Financial Officer

Appointed to the Board:

19 June 2023

Committee membership:

Key strengths

• 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

Current external

commitments

None.

Previous roles

Katy joined Softcat in June 2023.

Previously, she was interim chief

finance officer 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.

Committee key

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Disclosure Committee

Sustainability Committee

Chair

Board gender diversity

(%)

Male: 42.9%

Female: 57.1%

Financial statementsGovernanceStrategic report

69Annual Report and Accounts 2025 Softcat plc

Jacqui Ferguson

Senior Independent

Non-Executive Director

Appointed to the Board:

1 January 2024

Committee membership:

Key strengths

• 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

Current external

commitments

Senior independent director

andchair of the remuneration

committee of Croda International

plc, non-executive director of

National Grid plc and deputy

chair of Engineering UK.

Previous roles

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.

Robyn Perriss

Independent

Non-Executive Director

Appointed to the Board:

1 July 2019

Committee membership:

Key strengths

• 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

Current external

commitments

Non-executive director at

Dr.Martens plc and Domino’s

Pizza Group PLC.

Previous roles

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.

Lynne Weedall

Independent

Non-Executive Director

Appointed to the Board:

3 May 2022

Committee membership:

Key strengths

• Significant experience

of senior positions in

human resources

• Extensive experience as

anon-executive director

oflisted companies

Current external

commitments

Non-executive director at

Dr.Martens plc, Greggs plc

andStagecoach Group Limited.

Previous roles

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 and

Greene King plc.

Mayank Prakash CBE

Independent

Non-Executive Director

Appointed to the Board:

1 September 2023

Committee membership:

Key strengths

• Significant experience

of senior positions in

various sectors

• A strong background across

operations, technology

and digital information

andtransformations

Current external

commitments

Chief executive officer, Pivotal

Group and non-executive

director at Uber UK.

Previous roles

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.

70 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Governance report

Attendance at Board and Committee meetings

Details of Board and Committee attendance during the 2025 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 8 5 3 5 2

Meetings attended

Graeme Watt

8 — 3 — 2

Graham Charlton

8 — — — 2

Katy Mecklenburgh

8 — — — 2

Vin Murria 8 5 3 5 2

Robyn Perriss 8 5 3 5 2

Lynne Weedall 8 5 3 5 2

Mayank Prakash 8 5 3 5 2

Jacqui Ferguson 8 5 3 5 2

Notes:

1. During the year, there were four 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.

Financial statementsGovernanceStrategic report

71Annual Report and Accounts 2025 Softcat plc

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 below

Board level

• organisational

development

• maintaining

Softcat’s culture

The Committees support the work of the Board and provide the additional governance appropriate for a company listed on the London Stock

Exchange. The Committees have remained unchanged since last year with no material change in their duties and responsibilities.

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

81 to 88.

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

89 to 93.

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

96 to 127.

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

94 and 95.

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 has a schedule of matters

reserved for its approval which is regularly

reviewed and updated. Matters include:

• our strategy, business objectives and

annual budgets to ensure we can deliver

long-term value to our shareholders;

• annual and half-year results and our

dividend policy;

• material acquisitions, disposals

andcontracts;

• 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, 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

72 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Governance report continued

The Board annually reviews and approves various matters, including regular assessments of half-year

and full-year results. Recurring topics, such as CEO and CFO updates, are addressed at each meeting.

Directors dedicate time to prepare for meetings thoroughly, with the Chairman and Committee Chairs

coordinating with management to ensure meetings are well-organised. The Chairman also stays in

frequent contact with Board members and holds regular discussions with the CEO and Company

Secretary regarding business developments and governance respectively.

Below is a summary of some key matters reviewed by the Board this year.

What the Board did this year

The development and implementation

of Softcat’s strategy remained a

focusand was covered in various

ways,including:

• strategy review discussions with

the Board and senior Executives in

February 2025;

• updates from the CEO on strategic

priorities and KPIs throughout the

year in the CEO report and in other

Board discussions;

• considering and agreeing the

acquisition of Oakland to accelerate

our strategic objectives; and

• regular updates on key industry

trends and activities.

The Board operated a robust process to

set expectations and then monitor

business performance, which included:

• 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

during the year;

• 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 year-end and

half-year performance and

subsequent review, approval and

publication of the year-end and

half-year results;

• setting of a dividend policy.

Dividend payments are determined

taking into account the Company’s

capital allocation framework (which

is approved by the Board), the

Company’s financial situation, the

needs of the business and any other

relevant circumstances; and

• an update from the Company’s

brokers on investor themes and

equity market matters.

The Board recognises the significance

ofunderstanding the perspectives of its

principal stakeholders, which include

shareholders, employees, customers,

vendors, and communities. Through the

year, we engaged with these groups or

took steps to understand their key

issues, including:

• discussions and contact programmes

with investors and analysts, including

receiving their feedback following

meetings and after the release of our

trading results;

• reviewing the feedback from

employee surveys. This includes

quarterly surveys of the managers

in the business and our annual

all-employee survey to gauge

the wellbeing and satisfaction

ofemployees;

• a detailed review of the results and

actions arising from our annual

customer experience survey;

• a comprehensive discussion on

Softcat’s vendor management

strategy as part of the Board annual

strategy review; and

• an annual governance engagement

programme with the Company’s

largest shareholders, led by

the Chairman.

Strategy Performance monitoring Stakeholder engagement

Financial statementsGovernanceStrategic report

73Annual Report and Accounts 2025 Softcat plc

During the year, the Board:

• 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 external 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 delegation of authorities

tomanagement.

During the year the Board:

• met with many of the members

of the Senior Leadership Team

(‘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;

• through the Non-Executive Directors,

engaged with employees of each

nominated Softcat office and

discussed their observations with

the Board.

The Board has also:

• approved the 2025 Annual Report

and Accounts;

• approved the 2025 Notice

of AGM; and

• regularly reviewed reports which

analyse major changes in our

shareholder base.

Governance and risk People, vision and values Other

74 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Governance report continued

Composition, succession and evaluation

Composition and succession

This is discussed in the Report from the Nomination Committee on pages 89 to 93.

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 independently by an external company (the Board having last conducted

an external evaluation in 2022). The Board appointed Sam Allen Associates (‘SAA’) to conduct the evaluation. SAA has no other

connections with Softcat. The key stages of the process were:

The Company Secretary and Chairman reviewed a shortlist of potential firms to provide the effectiveness evaluation and the calibre

of each shortlisted firm was high. SAA was selected in view of their experience and good cultural fit with Softcat. SAA proposed their

approach and timing for the Board evaluation exercise which the Chairman approved on behalf of the Board.

Stage 1: Selection and appointment

SAA reviewed key documents to understand how the Board operates, including:

• Board and Committee papers and minutes; and

• governance documents such as Matters Reserved to the Board, the roles of the Board and the terms of reference for each

Board Committee.

Stage 2: Document review

SAA observed the Board and Committee meetings in July 2025. This provided useful insight into the dynamics and culture of

the Board and its Committees.

Stage 3: Observation

SAA sent an online questionnaire to each Director, asking

them to assess and to comment on a number of important

areas, including:

• strategy and purpose;

• Board communication;

• relationships with wider stakeholders;

• Board composition, knowledge and succession;

• the work of Board committees;

• evaluation of the Chairman;

• evaluation of the Company Secretary.

SAA interviewed each Director and the Company Secretary

to gain further insights.

Stage 4: Questionnaires and interviews

SAA prepared a comprehensive report from the questionnaire responses and interviews, with the individual responses

anonymised. A draft of the report was discussed with the Chairman and distributed to the Board. SAA attended the

September2025 Board meeting to discuss its findings and recommendations.

Stage 5: Board report

An action plan was agreed to address points of recommended improvements. Progress will be tracked during the year.

Stage 6: Action planning

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75Annual Report and Accounts 2025 Softcat plc

Outcome

The review found that the Board and its

Committees operate effectively, address

relevant issues, and behave transparently.

The Company’s and Board’s values and

culture remain strongly aligned. Key

review points included:

• The Board is performing at a high

level and is united and collegiate.

• Good work had been done on further

clarifying Softcat’s strategy.

• Each Board Committee is well-run.

• There is a very constructive and

open dialogue among Board

members both in and outside Board

meetings, with a good balance of

listening, proposing, supporting

andchallenging.

• There was positive sentiment from

the Non-Executive Directors on

their ability to provide input and

each Board member continues to

provide high-quality contribution

toBoarddiscussions.

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 Non-Executive 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.SAA identified areas for further

improvement, some of which the Board

had already planned to address, including:

• Devoting further quality discussion

time on Softcat’s vision, purpose

andstrategy.

• Refining metrics and milestones to

track strategic progress.

• Refining the content of certain papers

to focus on key issues for the Board/

relevant Committee.

• Renaming the ‘Audit Committee’ the

‘Audit and Risk Committee’ to better

reflect its oversight responsibilities.

• Board and senior executive succession

planning over the longer term.

• Additional oversight and improved

understanding on the key stakeholder

requirements and metrics

onsustainability.

An update on the above will be provided

in next year’s Annual Report.

Good progress was made on the actions

from the internal Board evaluation

conducted in 2024, including:

• Ongoing articulation of the

Company’s strategy.

• Additional time being allocated

for Board discussion, for example,

through informal Board dinners and

an additional Board meeting.

• Terms of reference for each

Committee were reviewed to ensure

clarity of responsibilities.

Softcat plc is a well-run business

with an effective and engaged

Board, providing strong

leadershipand oversight.

Source: external evaluation report

prepared by Sam Allen Associates

76 Softcat plc Annual Report and Accounts 2025

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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

16). 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 dividend

payments against the need to 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 agreed

thatno material changes were needed

to the CAF.

Summary – investment and

allocation priorities

Softcat’s capital allocation framework is

outlined below.

Invest for organic growth

Progressive ordinary

dividendpolicy

Strategic investments

Return excess cash to shareholders

Our key priority is to invest for organic

growth, as we believe this is the main

driver of long-term shareholder value,

and our second priority is to maintain

our progressive ordinary dividend

policy. Additional excess capital is then

either allocated to strategic investments

or returned to shareholders as a

specialdividend.

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 77.

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, after taking into account cash reserves

required to operate and grow the business. This has historically been achieved via

a special dividend.

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. Given our

relatively modest UK market share and

the size of the future organic opportunity

available to Softcat, the Board will

continue to prioritise investment in the

UK 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 annually to

ensure it is appropriate relative to the

size of these balances.

Softcat is debt-free with all of our growth

funded from reinvesting the cash we

generate. Whilst our current plans are to

remain debt-free, the Board will consider

all options to continue investing in its

strategic priorities, including the most

appropriate source of financing.

Invest for organic growth

Progressive ordinary dividend policy

Strategic investments

Return excess cash to shareholders

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77Annual Report and Accounts 2025 Softcat plc

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). For further information,

please see our Report on Climate

Change and the Climate-related

Financial Disclosures on pages 40 to 58.

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.

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. Subject

toany cash requirements for ongoing

investment, the Board will consider

returning excess cash to shareholders

over time. 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 2025

amounted to £332.2m (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2023 agreed a target minimum cash

holding of £75m. The minimum cash

holding represents a desired forecast

minimum cash balance held in Company

funds across all accounts. The Board

reviewed the matter and, given the

continuing increase in the size and scale

of the business, it agreed to increase

thislevel to £90m.

The Directors have proposed a final

dividend and a special dividend for the

financial year ended 31 July 2025. The

special dividend takes into account the

increase in minimum cash holding in the

business. Further information in respect

of the proposed dividends is onpage 132.

Softcat is well positioned to continue to

fund its dividend which is well covered

by the cash generated by the business.

Details of the Company’s viability and

going concern is on page 65 and page

147 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 2025 AGM to permit

theDirectors, should they consider

exercising the authority, to repurchase

up to 10% of the ordinary issued share

capital. The Directors have no current

intention of exercising this authority,

which is sought in the best interest of

shareholders, to allow the flexibility to

react promptly if such market purchases

become desirable.

78 Softcat plc Annual Report and Accounts 2025

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Governance report continued

Board development and support

The Chairman is responsible, supported

by the Company Secretary, for ensuring

that Non-Executive Directors receive

training and development. Directors

areprovided with briefings of relevant

issues and a twelve-month forward plan

is maintained by the Company Secretary

so that topics which require further debate

are scheduled. Topics discussed during

the year included updates on industry

trends and competitor performance,

corporate governance and legislative

reforms. The Board also receives updates

on our public reporting commitments,

such as pay gap reporting, tax strategy,

creditor payment practices and risks of

modern slavery. When a new Director

has been appointed, their understanding

of the business is accelerated by way of 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 the appointment

and, where necessary, the removal of

positions on the Board. Consideration

is also given to 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

The following are key features of how

our Board and Committee meetings are

organised to support good governance:

• draft agendas for Board meetings are

circulated to the Directors in advance.

This provides an opportunity to

comment on the proposed agenda

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. The

reports provide a comprehensive

overview of key matters and they

provide a good foundation for many

of the other topics to be discussed.

Topics in the CEO and CFO reports

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 often hold planning

discussions with management prior

to a meeting;

• reporting packs are provided for each

Board/Committee meeting, which

are designed to be clear, analytical

and concise. Papers 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 in advance of

Board or Committee meetings. This

enables the reporting packs to be as

up to date as possible whilst allowing

sufficient time for their review. Verbal

updates cover any subsequent

material developments;

Financial statementsGovernanceStrategic report

79Annual Report and Accounts 2025 Softcat plc

• a summary of the actions arising

atBoard and Committee meetings

is circulated by the Company

Secretary following each meeting.

The Company Secretary then ensures

progress is made in respect of each

action and updates the Board on the

outcomes of each action;

• financial updates with commentary

are distributed to the Board regularly.

This allows the Directors to review

performance and any emerging

issues in ‘real time’. The financial

updates include an assessment

ofperformance against the annual

budget approved by the Board,

giving the Board 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;

• additional time is allocated on

occasion to facilitate more in depth

discussion. For example, Board

dinners are held to meet and to

discuss business;

• 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 and issues which

may need to be discussed at future

meetings and to provide instant

feedback on the day; 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 89 to 93). 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 that arise during

the year with an indication of the time

commitment involved.

80 Softcat plc Annual Report and Accounts 2025

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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. Further information on the

Board’s engagement with its stakeholders

is provided on pages 26 to 31.

Part of the Chairman’s role is to maintain

regular engagement with our major

shareholders, to understand their views

on governance and on our Executive

Directors. During the year, the Chairman

undertook an engagement programme

with the Company’s largest shareholders

on governance matters. Feedback from

these sessions was discussed with the

Board to make sure they fully understood

shareholder views and the Board

discussed whether any actions should

be taken as a result.

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 briefings

and reports on these interactions 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 2025 AGM will be held on

15December 2025 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.

Financial statementsGovernanceStrategic report

81Annual Report and Accounts 2025 Softcat plc

The Committee has supported the business in

monitoring the progress of key project activities.

Robyn Perriss

Chair of the Audit and Risk Committee

Audit and Risk Committee report

The Committee’s agenda continues to

be extensive as we fulfil the important

role in the Group’s governance

framework to provide independent

challenge and oversight. As explained

elsewhere in this Annual Report, Softcat

continues to make good progress on

itsstrategy, growing organically and

increasing its digital and data capability

through the acquisition of Oakland and

by making significant investments in

modern technology, including a new

sales system to underpin our future

growth and scale ambitions and to

driveefficiencies over the longer term.

The Committee has supported the

business in monitoring the progress of

key project activities and the ongoing

effectiveness of the key risks and the

control environment as Softcat

progresses its objectives.

The Financial Reporting Council

(‘FRC’)published the 2024 UK Corporate

Governance Code last year, which included

recommendations under Provision 29

inrespect of the effectiveness of internal

controls. Thebusiness is making good

progress to prepare for this and

implementation plans have been

reviewed by the Committee. I remain

confident we will beready when this

applies to Softcat inFY2027.

The Committee received updates

fromboth the Chief Information Officer

and the Chief Revenue Officer at each

ofitsmeetings during the year on

theprogress of the sales system

implementation, key project risks and

opportunities, together with a latest

view of likely cost estimates.

The Committee considered in detail

thesignificant financial judgements

made and any key accounting issues

identified by management during the

year. Thisincluded receiving a paper

ontheacquisition accounting for

Oakland together with the judgement

applied inestimating the contingent

considerationelement.

Given a number of larger one-off and

non-recurring items in the year, a new

focus area for the Committee was

thecategorisation and disclosure of

non-underlying costs and ensuring that

where management have chosen to

present performance both on a statutory

basis and on an underlying basis that

thiswas appropriate, disclosed in

sufficient detail and effective in aiding

year-on-year comparability.

Accountability

Allocation of time

Internal audit

External audit

Financial reporting

Risk and internal controls

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 2025. Members of the Committee

are shown in the Board biographies on

pages 68 and 69. Attendance at Committee

meetings during the year is shown on

page 70.

This report explains how the Committee

has discharged its responsibilities

during the year, considering important

matters in respect of external financial

reporting, the Group’s control

environment and the relationship with

Softcat’s external auditor. Key areas of

focus for next year are also explained.

The Committee also oversees the

effectiveness of the risk management

framework, which is on pages 59 to 64.

Atthe October 2025 meeting, a decision

was made to formally rename the

Committee as the Audit and Risk

Committee and to amend the terms

ofreference accordingly.

82 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Introduction continued

Management presented detailed papers

to the Committee on all of these areas

and the Committee was satisfied with

each of the recommended approaches

to reporting. Further information is

provided on pages 22 to 25.

The Committee has carried out a review

of the independence and effectiveness

of EY as external auditor. It is also good

practice periodically to consider

whether to appoint a new firm for the

role of our co-sourced internal audit

provider. Following a tender process

during the year, BDO were appointed to

replace Grant Thornton. I thank Grant

Thornton for their service and support

over the past years. We have recently

appointed our first ever Internal Audit

Manager as we scale our in house

capabilities and he is working closely

with BDO on our internal audit work.

Further information on the internal audit

reviews conducted and planned are

provided on pages page 88.

This report should be read in

conjunction with the Independent

Auditor’s Report (see page 135 to 142)

and the financial statements. Each year

the Committee’s programme of work

covers a range of items that are of

particular significance to the Group’s

financial statements or where it is

necessary to exercise a high degree of

judgement. Supported by management,

the Committee reviewed the significant

accounting issues, judgements and

areas of estimation uncertainty relating

to FY2025. Details of these and why they

were considered important are set out

on page 85, while further information on

items that were identified as key audit

matters is in the Independent

Auditor’sReport.

I would like to thank the Committee

fortheir support and insights over the

year as well as members of the

management team fortheir hard work in

maintaining a strong control environment

in the business. I am available to engage

with any shareholder if they would like to

raise any matters with me in respect of

the work of the Committee and our key

focus areas for the coming financial year

and I can be contacted via the Company

Secretary at cosec@softcat.com. I will

also be happy to answer any questions

about the work of the Committee at the

forthcoming AGM.

Robyn Perriss

Chair of the Audit and Risk Committee

21 October 2025

Areas of focus in FY2025 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 reports on:

− systems transformation governance;

− customer and supplier contract compliance; and

− sales processes and compliance in multinational;

• through regular Board updates, reviewing our cyber security and business

continuity arrangements;

• discussing and approving important new policies (foreign exchange hedging

andcredit risk) as the business continues to scale;

• 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);

• implementation of plans to ensure compliance with the new offence of failure

toprevent fraud;

• monitoring of progress to date as well as consideration of risks and governance

inrelation to the implementation of the new sales order system;

• the accounting treatment in respect of our acquisition of Oakland; and

• reviewing an assurance framework for Softcat’s ESG disclosures.

Focus areas for FY2026:

• management will continue to formalise the overall control environment and

will finalise preparations to comply with Provision 29 of the 2024 UK Corporate

Governance Code;

• as implementation of the new sales system continues into FY2026, the Committee

will exercise oversight on project risks and governance; and

• consider emerging risks as appropriate for potential market disruptors, changes

in macro-economic conditions and the ongoing development of certain

technologies (for example AI).

Audit and Risk Committee report continued

Financial statementsGovernanceStrategic report

83Annual Report and Accounts 2025 Softcat plc

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 FY2025,

but in October 2025 the Committee

agreed to change its name to the Audit

and Risk Committee to better reflect its

remit. 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 register and all

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/

corporate-responsibility. 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 have 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 to ensure the business was

ready for the introduction of the offence

in September 2025.

Membership

All Committee members are independent

Non-Executive Directors of the Company.

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, our

material investment in IT systems and

cybersecurity controls.

How the Committee operates

The Committee met five times in

FY2025. The Company Secretary collates

a twelve-month rolling plan to ensure

the Committee reviews all matters to

effectively discharge its duties. Draft

agendas are discussed with both the

Chair of the Committee and the Chief

Financial Officer (‘CFO’) ahead of meetings

to ensure they are comprehensive and

that sufficient time is allocated.

The external auditor, 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 & Process Improvement and

Internal Audit Manager also attend

Committee meetings. BDO, as a

co-source partner, provide third party

subject matter assurance services and

attend 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.

84 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Audit and Risk Committee report continued

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 2025 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. During the year

management prepared a detailed policy

on the use of adjusting items in financial

reporting, proposing principles as to

when certain items should be adjusted.

The Committee carefully reviewed this,

paying attention as to whether the

proposed 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.

After considering these matters,

theCommittee approved the policy.

Earlier in the year Softcat completed the

acquisition of Oakland and management

presented proposals to the Committee

in respect of the associated accounting

treatment. The proposal covered the

initial consideration cost cost including

any goodwill recognised from the initial

consideration and treatment of the

contingent consideration. In respect of

thelatter, the proposals included the

approach to estimate the fair value of

theliability over the three year earnout

period for the contingent consideration.

The Committee closely reviewed

theproposal, which was particularly

important given this was Softcat’s first

acquisition. Following review, the

Committee endorsed the proposals.

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

An important part of the Committee’s

responsibilities is to assess key issues in

respect of published financial statements

and the Committee pays particular

attention to any matters which may

affect the integrity of Softcat’s financial

statements, with a view to satisfying

itself that each matter has been treated

appropriately. Management presents to

the Committee its approach and rationale

on each significant judgement and issue.

The significant areas of focus considered

and the actions taken by the Committee

are outlined below. There are only a few

areas of significant judgement and no

areas of material challenge were identified

by the external auditor. However, the

Committee is fully satisfied that the

external auditor conducted a thorough

and comprehensive review of the material

areas which may impact the integrity of

the financial statements. We discussed

these with the external auditor and,

where appropriate, these have been

addressed as areas of audit focus as

outlined in the Independent Auditor’s

Report on pages 135 to 142.

Financial statementsGovernanceStrategic report

85Annual Report and Accounts 2025 Softcat plc

Matter considered Action

Going concern and viability For the FY2025 financial statements, management prepared analysis modelling downside

scenarios, having regard to the principal risks facing the business to assess the Group’s viability

and ability to continue as a going concern. The analysis, including budgets for FY2026 and

three-year cash projections, was presented together with potential mitigating actions which

could be taken if one or more of the downside scenarios occurred. The Committee noted the

comprehensive set of scenarios modelled which thoroughly assessed the potential conditions

which could, if they occurred, materially threaten the viability of the business.

The Committee was satisfied with management’s work and it supported the conclusions

reached in respect of the Group’s going concern and longer-term viability (see page 147 and

page 65 respectively).

Revenue recognition

andcut‑off

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

with management the processes applied and systems utilised to accurately record revenue at

period ends, particularly in relation to 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 noted that management continues to make improvements to the model which

calculates the accrued income balance.

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 FY2025 the Group incurred

non-underlying costs of £7.2m in total in relation to the Oakland acquisition, the sales system

project and the implementation of a new HR system.

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 FRC’s guidance, considering

theadjusting items used by the Group’s peers and the external auditor’s assessment of the

adjusting items. 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.

86 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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 FY2025, 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 2025.

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 2025 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 the 12-month

period 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. The

Committee has concluded that the

assumptions and mitigating actions are

appropriate. Further details are set out

in the statements on page 65 and page

147 of this Annual Report. Following

review, the Committee has recommended

both statements for approval by

theBoard.

Financial statementsGovernanceStrategic report

87Annual Report and Accounts 2025 Softcat plc

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 FY2025 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FY2025.

Working with the

externalauditor

The external auditor attended all

Committee meetings in FY2025 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2025 together with EY’s responses

to that report. The Committee noted the

FRC’s comments that EY continued to

build upon substantial progress made

inaudit quality over recent years.

TheCommittee noted EY’s published

response to the FRC and its plans

tofurther enhance the audit quality.

An external Board evaluation was

conducted during FY2025 and there

were no points of concern raised in respect

of the external auditor. Furthermore,

following the conclusion of FY2025, the

Committee conducted an effectiveness

evaluation of the external auditor. The

evaluation was led by the Committee

Chair and involved issuing a tailored

evaluation questionnaire for completion

by the Committee. 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 were 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 2025 when

minor revisions were agreed to clarify

the level of non-audit costs which may

be incurred. 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 2025

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 was broadly

unchanged from the previous year. The

Committee also agreed a fee of £50,000

in respect of EY’s review of the 2025

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 2024 and 2025 financial

years can be found in note 3 to the

financial statements.

88 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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 2023, 2024 and 2025

financial years and is under 6%, 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 62 to 64).

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 FY2025.

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.

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 FY2025, the Group increased its

internal audit resourcing as we continue

to strengthen capabilities across all

three ‘lines of defence’.

BDO LLP (BDO) were appointed

duringthe year and replaced Grant

Thornton LLP as a co-sourced partner.

Working with a newly appointed in

house Internal Audit Manager, BDO

provide additional subject matter

expertise 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 function 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.

The internal audit plan is formulated

taking into account a number of factors,

including consideration of the material

risks facing Softcat. As part of the

development of the in-house internal

audit function, an enhanced internal

audit planning process has been

introduced to develop the FY2026 plan.

The plan will be reviewed on a rolling

basis from the end of the first half of

FY2026 to ensure that this is responsive

to the needs of the business. The agreed

audits for the first half of FY2026, to be

delivered through a combination of

in-house internal audit and subject

matter experts, are:

• an advisory review of our data

strategy. This aims to enhance

Softcat’s data quality and the insights

the business is able to leverage from

this data;

• a review of the IT processes in place

for joiners, movers and leavers; and

• a review of Softcat’s managed

services offering, focused on

understanding whether the

business has established the risk

of delivering the service, whether

service descriptions align to internal

capabilities, and establishing any

third-party liability in the event of

acyber incident.

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. A round table

call was held with the Committee Chair,

the Head of Risk, Assurance and Process

Improvement, members of management

involved in internal audit reviews during

FY2025 to gain their feedback on both

the reviews performed by the Softcat

internal team and the ways of working

with BDO since their appointment.

Based on this feedback the function

wasconcluded to be effective.

Robyn Perriss

Chair of the Audit and Risk Committee

21 October 2025

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89Annual Report and Accounts 2025 Softcat plc

Allocation of time

Committee Chair’sintroduction

I am pleased to present this report for

the year ended 31 July 2025 as Chair of the

Nomination Committee (the ‘Committee’).

Members of the Committee are shown

inthe Board biographies on pages 68

and 69 and attendance at Committee

meetings for the year is shown on page

70. In this report we explain the work

ofthe Committee and the key areas

wecontinue to review and discuss.

The Committee takes a long-term

approach to succession planning. The

extensive changes in Board composition

in previous years has bedded-in well,

resulting in an effective and well-engaged

Board with the right skills and qualities

to provide the leadership and oversight

required to drive the businessforward.

The Committee operates an established

cadence of items on succession planning,

employee culture and engagement,

diversity, equality and inclusion and we

continue to make progress across these

points. We are aware that we need to

domore to increase gender and ethnic

representation in some roles and in

management positions and management

continue their efforts on this endeavour.

This will remain a long-term effort,

asthere are no quick solutions. More

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).

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, as a separate

agenda item, on the actions taken by

theCommittee. The Company Secretary

acts as Secretary to the Committee.

The key responsibilities of the Committee

are to advise on appointments to the

Board, to review Board composition and

to review succession planning both for

the Board and senior management. The

Committee also reviews and provides

feedback on the initiatives to improve

diversity, equality and inclusion.

Carrying out these responsibilities is

critical to ensure the Board and wider

business have plans in place for the

bestavailable talent and that there is

Board-level oversight to ensure we

retain an inclusive environment for all

employees and prospective employees.

Any Director who intends to join the

Board is required to disclose all

significant outside commitments prior

toappointment. On joining the Board,

Non-Executive Directors receive a

formal appointment letter, which,

amongst other things, identifies the time

commitment expected of them. Each

Director continues to devote sufficient

time to meet their Board responsibilities.

The Committee considered and

recommended that each Director willing

to stand for election or re-election be

proposed for reappointment at the

2024AGM. The Board endorsed all

thereappointment recommendations

oftheCommittee.

The extensive changes in Board composition

inprevious years has bedded-in well, resulting

in an effective and well-engaged Board.

Lynne Weedall

Chair of the Nomination Committee

Nomination Committee report

Effectiveness

Board composition

Succession planning

Employee culture,

diversityandinclusion

Corporate governance

90 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Nomination Committee report continued

Key activities during theyear

The calendar of activities below provides

an overview of the key topics covered

bythe Committee:

October 2024

• Approval of the 2024 Nomination

Committee Report

• Recommendation to reappoint

Directors at the 2024 AGM

• Retirement of Vin Murria and

assessment of Board composition

post-retirement

December 2024

• Review of the results of the annual

employee satisfaction survey and

planned actions

• Discussion on senior management

and Board succession planning

• Review of a social mobility and

inclusivity objective as part of

the Executive Director’s annual

bonus plan

May 2025

• Update on diversity, equality

and inclusion

Regular or standing

itemsinclude:

• Approval of previous Committee

meeting minutes and review of

follow-up on outstanding actions

• Governance updates for

Committee discussion or approval

• Review of and updates to the

Committee’s terms of reference

Board changes, composition

andsuccession planning

The only change in Board composition

during the year was the retirement of Vin

Murria, an independent Non-Executive

Director who had reached the conclusion

of her nine-year tenure. Well before Vin’s

retirement, the Committee considered

the future needs of the Board. The

Committee had concluded that the

following additional skills or experiences

would be particularly beneficial to

complement the Board to continue

providing the very best oversight

andleadership:

• sector knowledge;

• seasoned listed company experience;

• operations; and

• technology, digital and

associatedtransformations.

We had undertaken a thorough search

process using an external search firm

witha strong track record of searching

fora truly diverse range of potential

candidates. The appointments of Mayank

Prakash in 2023 and Jacqui Ferguson

in2024 are a result of the above process.

Following Vin’s retirement, the Board

reviewed and refreshed its skills matrix

to re-check as before that we have the

right skills around the Board. Post these

two appointments and Vin’s retirement,

the Committee confirms that the

composition of the Board remains

effective. We continue to have a diverse

Board which has a strong range of the

right skills, complementary experience,

differing lengths of tenure and varying

backgrounds. The process of the

previous Board changes commenced

in2022 are reaping the benefits of

taking a long term and orderly approach

to succession planning. The current

composition also provides the right mix

of challenge, fresh thinking, retained

corporate memory and support to the

business. We will continue to keep the

Board’s composition under review to

ensure it is optimal.

If a Board appointment is being

contemplated, we will usually only

engage with search firms which

demonstrate good practice in searching

for a diverse range of candidates. Certain

search firms subscribe to voluntary

codes, which commit to good diversity

practices in the conduct of a candidate

search. By using firms which demonstrate

good practices, the Committee can

maximise the chances to consider

adiverse and inclusive range of

suitablecandidates.

Our Non-Executive Chairman Graeme

Watt was 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 UK

Corporate Governance Code (the Code).

The Board remains unanimous that

Graeme’s deep knowledge of the

business and Softcat’s culture and its

markets made him the ideal person to

support the interests of all of Softcat’s

stakeholders. Further information is

provided in the statement on

compliance with the Code on page 66.

Graeme was first appointed to the

Softcat Board as CEO in April 2018 and

the Committee notes the recommendation

in 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

will formally discuss the matter well

ahead of the end of Graeme’s tenure. We

will listen to the views of our shareholders

who, like the rest of the Board, remain

very positive on Graeme’s appointment

and contribution. We will also consider

other matters such as the Code, overall

Board composition and consider these

in the round for the best interests of the

Company’s stakeholders.

The Committee keeps a watching brief

on the likely retirement dates of the

other Board members, particularly in

respect of the tenure provisions in the

Code. This is conducted as part of the

Committee’s longer-term routine

succession planning and Board

composition refreshment.

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 retain a strong

internal talent pipeline and our annual

review also includes updates on

leadership development plans and

on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 arranged

an externally-facilitated Board

effectiveness review which concluded

that the Board was highly effective.

Some minor areas for further improvement

were highlighted and will be actioned.

More information on this year’s

effectiveness review is on pages 74

and75. Jacqui Ferguson is the Senior

Independent Director (‘SID’), who is

Financial statementsGovernanceStrategic report

91Annual Report and Accounts 2025 Softcat plc

responsible for conducting a review

ofthe performance of the Company

Chairman. Jacqui spoke with each

othermembers of the Board and with

the Company Secretary, gathering

feedback. She 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

that they continued to be happy with the

Company Chairman’s performance and

remain fully supportive. Minor points

were agreed from the feedback

foraction.

The Chairman also conducts a short

review at the end of the day for each

Board meeting to collate in ‘real time’

positive feedback and any areas

forimprovement.

As a result of the above points and

following further consideration by

theCommittee, we have recommended

to the Board that each Director be

proposed for reappointment at the

2025AGM.

Diversity and inclusion

We work hard to make Softcat a great

workplace and our success shows it,

please see pages 37 and 38 for more

details. As part of this endeavour, the

Board and the Committee devote

significant time on diversity and

inclusion as we realise the importance

and benefits of creating a more diverse

workforce at all levels. This continues to

be a long-term endeavour. The Committee

also recognises the importance of

diversity and inclusion for the effective

functioning of the Board, which has a

diverse range of experience, expertise

and background, all of which can

contribute to better decision-making.

The most recent report from FTSE Women Leaders provides recommended

aspirational targets for gender diversity in FTSE 350 companies by the end of2025:

FTSE Women Leaders: targets for

FTSE350 companies by the end of 2025 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

34.4% of leadership roles (as defined).

I am pleased that Softcat meets two of

the above three targets. We recognise

that we must maintain momentum in

respect of greater diversity at leadership

level and management is working hard

to improve this. As already noted, it may

take some time to see the results of

management’s endeavours.

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 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.

92 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Nomination Committee report continued

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 below is at 31 July 2025, 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.

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, including Arab — — — — —

Notes:

1. The UK Listing Rules require disclosure at the applicable reference date, which as noted above was 31 July 2025. The composition of the Board has not

changed between 31 July and 21 October 2025, being the date at which this report is approved. The composition of the Board as at 21 October 2025

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 human resources 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.

The...Committee...realises the importance and benefits of

creating a more diverse workforce atall levels in the Group.

Financial statementsGovernanceStrategic report

93Annual Report and Accounts 2025 Softcat plc

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 32 to 39.

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 identified 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 as

part of the annual conflicts questionnaire

that they continue to be able to devote

sufficient time to discharge their duties

in respect of their Board appointment

atSoftcat.

Documents available

forinspection

Non-Executive Directors are appointed

for an initial three-year term, 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

2025 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

21 October 2025

94 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Introduction

I am pleased to present my first report

asChair of the Sustainability Committee

(the ‘Committee’). I took over as Chair

inDecember 2024 from Vin Murria, who

retired from the Board and I would like

to thank Vin for so ably chairing the

Committee until her retirement.

Allocation of time

This report outlines the key responsibilities

delegated by the Board to the Committee,

the work it has done over the financial

year and the focus of the Committee

going forward. The Committee has

responsibility for the monitoring and

oversight of sustainability matters at

Softcat. Its focus has remained on Softcat’s

sustainability strategy and I am pleased

with the progress we are making. This

report should be read in conjunction

with our sustainability report on pages

40 to 58 ofthis Annual Report.

I would like to thank each of the Committee

members for their contributions and

enthusiasm on this important area for

Softcat. Members of the Committee

areshown in the Board biographies

onpages 68 and 69 and attendance

atCommittee meetings for the year

isshown on page 70.

Management have dedicated muchtime

and effort to further refine our sustainable

strategy, customer opportunities and to

more clearly consider areas of challenge,

particularly in relation to scope 3

emissions, where Softcat is less able to

influence our journey to net zero. This is

important inthe assessment of our longer

term sustainability goals, to highlight the

bestways forward of working with our

partners and to maximise the opportunities

of being a more sustainable business.

Operation of the Committee

The Committee has oversight for the

sustainability governance structure in

the business with the CFO being the

executive lead at Softcat for sustainability.

We have dedicated internal resource

with appropriate expertise, including

our Sustainability Lead. The Operations

Director, who is a member ofthe Senior

Leadership Team, has day-to-day senior

management of sustainability in her

remit. Both the Sustainability Lead and

the Operations Director attend the

meetings of the Committee so that

theCommittee is kept fully apprised

andcan discuss matters with those

mostresponsible forsustainability

in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 FY2025 which we consider to

besufficient in order to carry out our

duties. 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, which allows the Board to

discuss any material developments

between Committee meetings.

Management have dedicated muchtime and

effort to further refine our sustainable strategy

and customer opportunities.

Robyn Perriss

Chair of the Sustainability Committee

Sustainability Committee report

Corporate responsibility

Climate-related

strategyandinitiatives

Climate-related disclosures

Climate-related governance,

compliance andregulation

Monitoring climate-related

performance against strategy

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95Annual Report and Accounts 2025 Softcat plc

Committee areas of focus

forFY2026

We anticipate for FY2026 that the

Committee will further consider the

evolution of Softcat’s sustainability

strategy and that we will closely monitor

the likely trajectory of our environmental

performance over the longer term. As

already noted, most of our emissions are

in scope 3, so there will be more focus

on how we can work with and influence

our vendors and supply chain partners.

This will include a sharper focus on

theexpectations on sustainability

behaviours to which we would like

oursuppliers to adhere.

Softcat’s strategic framework on

sustainability is set out on page 47.

Management are preparing more

detailed medium term action plans

against this framework and the

Committee will review management’s

delivery on these important actions.

The Company already complies with

most of the recommendations under the

UK Climate-related Financial Disclosures

regulations (see pages 43 and 44). Over

the longer term, management intend

tocomply with all of the regulations

andthe Committee will monitor

progress on this in FY2026.

The Committee has been tracking

forsome time potential changes in

reporting frameworks on sustainability,

in particular the UK Sustainability

Reporting Standards on which the

government is currently consulting.

TheCommittee will monitor

developments and will exercise its

oversight on management’s actions

toobserve anynew requirements.

Shareholder engagement

More details on sustainability, including

our annual report on sustainability, 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

21 October 2025

The Committee’s key responsibilities

The key responsibilities of the

Committee are:

• setting the sustainability strategy

of Softcat;

• oversight and monitoring of the

performance of the Company against

its sustainability-related strategy,

goals 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FY2025

In FY2025 the Committee considered

Softcat’s evolving strategy on sustainability,

the Company’s longer term journey to

net zero and relevant metrics to measure

ourperformance on greenhouse gas

emissions. The Committee also discussed

with management their plans to further

develop and refine opportunities to

resell sustainable products and services

to our customers.

Like the majority of 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 2040.

Forthis reason, whilst we remain fully

committed to reducing emissions, the

Committee acknowledges that achieving

Softcat’s net zero goals is ambitious but

challenging. The Committee is regularly

reviewing current and anticipated

progress towards its targets to reduce

gross emissions and to achieve net zero.

Softcat continues to grow in terms of

revenue and scale, bringing additional

challenges in reducing emissions

year-on-year on an absolute basis. The

Committee noted a modest increase in

FY2025 total emissions compared to the

prior year and reviewed management’s

ongoing focus on addressing 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 how our emissions are

impacted by growth. There was a small

increase this year in these emissions

relative to headcount, but the general

long-term trend for both of these

measures show a decrease (see page 57

for further details).

The Committee recognises the

importance of the business accurately

recording its emissions and noted that

this is an area which continues to mature,

with increasing focus from management.

As part of its oversight, the Committee

welcomed the external limited assurance

provided on our emissions data. Work

led by Softcat’s Risk & Assurance team

also provided additional comfort which

will improve the robustness of the

controls in respect of Softcat’s ESG

public disclosures.

Management have spent considerable

time evolving the sustainability strategy

to develop the best opportunities to

make it easier for our customers to make

more sustainable decisions and discussed

these with the Committee. We noted

feedback from customer surveys which

confirmed there is customer demand to

be more sustainable. Our focus on the

customer is on providing a choice of

carbon neutral services, giving better

access to product emissions data,

providing circular end-of-life options

and supporting customers in reducing

emissions across their IT estates.

TheCommittee noted and supported

current initiatives in relation to sustainable

customer journeys which are being

further developed and assessed.

Management have now embedded

annual cycles to consider the risks,

opportunities and the potential impact

on business strategy posed by climate

change. The Committee noted the

output of a workshop conducted by

management (with input from the

Company’s external sustainability

advisors) which once again concluded

that climate change does not pose

amaterial risk to the delivery of our

corporate strategy.

96 Softcat plc Annual Report and Accounts 2025

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Business performance

Softcat has once again performed

strongly, with record operating profit

and good performance against other

key financial measures. This excellent

outcome is all the more impressive, and

gives us confidence for future, as it was

supported by very good performance

inkey non-financial metrics such as

employee satisfaction and customer

engagement. These metrics are leading

indicators for Softcat where we

passionately believe that engaged

employees deliver great service to

ourcustomers which in turn delivers

superior business performance.

I would like to highlight some key

performance indicators (‘KPIs’) that

illustrate the business’ performance:

• Gross profit growth: 18.3%

• Underlying operating profit

growth: 16.9%

• Employee net promoter score: 55

• Customer net promoter score: 64

Note:

1. Please see pages 22 to 25 for an explanation

of underlying measures.

These KPIs reflect the abilities, culture

and commitment of our employees, who

are ably led by the Executive Directors.

Further details on our KPIs are on pages

20 and 21. Management have delivered

the above outcomes whilst successfully

executing strategically important

actionsto support longer term growth.

Inparticular, Softcat completed its first

ever acquisition during the year and has

invested significant time to upgrade some

of our most critical internal IT systems.

Remuneration Committee 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 68 and 69

and attendance at Committee meetings

for the year is shown on page 70. 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.

Core principles of our remuneration

The Group’s core principles of

remuneration are:

• 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.

In line with these principles, the majority

of our executive remuneration outcomes

are based on financial metrics. We also

include people, customer and other

important non-financial measures in the

annual incentive given their strategic

significance to the business and our

unique culture.

2025 Remuneration Policy

(the‘Policy’)

Introduction

In line with the normal triennial review, a

revised Policy will be put to shareholders

for binding approval at the Annual

General Meeting (AGM) to be held in

December 2025. Our current Policy was

approved by shareholders atthe 2022

AGM with a vote of 98.5% which is a high

level of support.

Following review, the Committee concluded

thatsome material changes were required to

theexisting Policy and how it is implemented to

support future growth and to fairly reward and

motivate our outstanding Executive Directors.

Lynne Weedall

Chair of the Remuneration Committee

Letter from the Chair of the

Remuneration Committee

Executive remuneration

Workforce remuneration

andconditions

Remuneration market practice

anddevelopments

Corporate governance

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97Annual Report and Accounts 2025 Softcat plc

As part of the review of the Policy, the

Committee has carefully considered

Softcat’s remuneration philosophy and

principles to ensure they remain aligned

to our values and culture and continue

tosupport the execution of our strategy:

• there should be a strong link between

Softcat’s strategy, performance

and reward to align the interests

ofsenior executives with those of

ourshareholders;

• pay should be simple and easy to

understand for both participants

andshareholders;

• management should share in the

success of the business and have

theability to earn fairly where strong

performance is delivered; and

• remuneration arrangements should

support the unique culture of the

business and should be driven by

what is right for the business.

The above parameters allowed the

Committee to ensure that any changes

were considered holistically and a

comprehensive review was undertaken,

alongside a review of arrangements for

the wider workforce.

Over the past few years, Softcat has

undertaken a thorough review of the

reward offering across the workforce

toensure that it continues to attract and

retain the best talent to deliver on the

strategy and is reflective of the increased

size and scale of the business. The

underlying remuneration principles are

aligned across the workforce. Management

and the Committee firmly believe that

allcolleagues should have the ability to

share in the success of the business and

that total compensation should be in line

with market median, where performance

is delivered. A methodical review of the

pay offering of different populations

wasundertaken. This started with our

front-line colleagues, recognising the

pivotal role they play in the success of

the business, and resulted in increases

to their performance-linked pay and

wider pay offering. The Committee has

also reviewed in detail the pay offering

of the Senior Leadership Team

andapproved enhancements and

simplifications to our reward offering

forthis population, recognising their

calibre and experience.

The Committee believes that the time

isnow right to review the arrangements

of the Executive Directors to ensure

fairness across the organisation.

Following review, the Committee

concluded that some material changes

were required to the existing Policy and

how it is implemented to support future

growth and to fairly reward and motivate

our outstanding Executive Directors. The Committee believes that these changes

ensure that our remuneration arrangements remain fit for purpose and maintain

astrong alignment internally and between our shareholders and our management

team as they continue to drive Softcatforward.

Summary of proposed Policy and implementation for FY2026

The table below summarises the proposed changes for the Policy and

proposedimplementation.

Element Current approach

Proposed Policy

andimplementation

forFY2026

Salary

For FY2025:

• CEO: £584,983

• CFO: £381,100

For FY2026:

• CEO: £675,000 (+15%)

• CFO: £455,000 (+19%)

Pension

Maximum contribution in line

with the contribution of other

employees in the Group,

currently 5% of salary.

No change

Annual bonus

Maximum 200% of salary

asdetermined by the

Committee. FY2025

maximum opportunities:

• CEO: 150% of salary

• CFO: 150% of salary

For FY2025 awards

performance based on:

• 80% operating profit

• 20% non-financial goals

33% deferred into shares up

to 100% salary, all deferred

above 100% salary.

No change to policy

maximum. ForFY2026,

maximumopportunities:

• CEO: 175% of salary

(+25% of salary)

• CFO: 150% of salary

(no change).

No change to

performancemeasures

forFY2026.

33% deferred into shares until

shareholding requirements

met. Once requirements met,

no deferral.

LTIP

Normal circumstances: Policy

maximum of 200% of salary

as determined by the

Committee. FY2025 awards:

• CEO: 150% of salary

• CFO: 150% of salary

Maximum award in

exceptional circumstances

of250%.

For FY2025 awards,

performance based on:

• 60% EPS

• 40% relative TSR vs.

theFTSE 250 (excluding

real estate and

investment trusts)

Increase to normal maximum

award opportunities from

150% to:

• CEO: 225% of salary

(+75% of salary)

• CFO: 180% of salary

(+30% of salary)

Maximum award in

exceptional circumstances

of275%.

For FY2026 awards

performance based on:

• 70% EPS

• 30% relative TSR vs.

theFTSE 350 (excluding

investment trusts)

Shareholding

requirements

The minimum share

ownership requirement

is200% of salary for

Executive Directors.

Post employment

requirement to hold 100%

ofin-post shareholding

requirement for two years

following departure.

The minimum share

ownership requirement

willincrease to 225%

ofsalary for the CEO.

Nochange for the CFO.

No change to the

post-employment

shareholding requirement.

98 Softcat plc Annual Report and Accounts 2025

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2025 Remuneration Policy

(the‘Policy’) continued

Current positioning

ofremuneration

Since our IPO in 2015, Softcat has grown

and evolved significantly as a result of

the effective execution of our strategy.

Inparticular:

• Our market capitalisation has grown

from £472m at IPO to over £3bn

and we are now at the very top end

of the FTSE 250. Annual operating

profit grew over the same period

from £39.6m to £180.1m (underlying),

anincrease of over 350%.

• We have delivered total shareholder

returns of c.900% since IPO.

• The business has also grown

significantly in terms of headcount, from

c.800 in 2015 to nearly 2,700 today.

• As noted elsewhere in this report, we

have consistently delivered excellent

customer satisfaction and employee

engagement scores which are key

differentiators in our business model.

• We have opened our first overseas

office in the US and now have branches

in six international locations allowing

us to better serve our multinational

customers but adding additional

complexity into business operations.

• We have developed our technical

proposition, giving one of the

widest offerings in the market and,

recently, to supplement this we have

completed our first acquisition, a data

services company which will position

us well to accelerate growth of our

Data and AI capabilities.

We have delivered 20 consecutive years

ofgross invoiced income and profit growth.

Despite this strong performance and

thesignificant value generated for

ourshareholders, the Policy has not

changed materially and actual incentive

opportunities for the CEO are lower

(asapercentage of base salary) than they

were in 2015. As a result, remuneration

opportunities now considerably lag

other comparable FTSE companies.

As part of the review, the Committee

considered in detail market data to

understand Softcat’s current positioning

as compared to other UK-listed firms of a

similar size and complexity. The Committee

invested significant time in reviewing

potential benchmarking comparator

groups and considered carefully the

approach to take. In particular, the

Committee was mindful that whilst Softcat

has a relatively large market capitalisation,

which places us just outside of the FTSE

100, that the business could be considered

as less complex when looking more

broadly at other complexity indicators,

such as geographical spread, number of

employees and revenue, when compared

to other companies of a similar size.

As part of the review, the Committee

took a thoughtful and balanced

approach to considering the market data

to ensure that the information reviewed

was a fair reflection of the size and

complexity of our organisation. The

Committee reviewed market data for

multiple comparator groups to provide

arounded and robust understanding

ofSoftcat’s relative positioning.

The comparator groups used were

based on:

• market capitalisation: a cross sectoral

group of companies (excluding

financial services) where Softcat’s

market capitalisation was at the

middle of the group;

• a refined market capitalisation group:

same as the above but excluding

companies which are significantly

more complex than Softcat;

• complexity: a bespoke group

takinginto account Softcat’s size

andcomplexity; and

• revenue: based on firms with

revenues where Softcat’s revenue

wasaround the middle of the range.

It was evident following review that

Softcat’s current remuneration positioning

is well behind market practice across the

different comparator groups, from both

asalary, incentive opportunity and

totalcompensation perspective. As an

illustration, the charts below show market

positioning for the CEO role compared

tothe four comparator groups.

Proposed changes

The Committee is satisfied that the

existing remuneration structure is

appropriate, as it is simple and

incentivises management to deliver

financial and strategic progress over

theshort and long-term. However, there

is a material gap to market on overall

quantum, meaning that our current

remuneration arrangements no longer

align to our remuneration principles.

The Committee concluded that increasing

the Long Term Incentive Plan (‘LTIP’)

opportunity, which is most closely aligned

to the experience of shareholders, was

the most appropriate way to primarily

address the gap. However, given the pay

positioning is below market across pay

elements, adjustments were appropriate

in other areas also, as explained below,

to ensure that the package remained

appropriately balanced.

Remuneration Committee report continued

Letter from the Chair of the Remuneration Committee continued

CEO salary

CEO total maximum compensation

Lower quartile to Median

Median to upper quartile

Softcat current

Softcat proposed

£900,000

£850,000

£800,000

£750,000

£700,000

£650,000

£600,000

£550,000

£6,000,000

£5,000,000

£4,000,000

£3,000,000

£2,000,000

Market

capitalisation

Market capitalisation

–refined

Complexity

group

Revenue

Market

capitalisation

Comparator groups

Market capitalisation

–refined

Complexity

group

Revenue

Comparator groups

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99Annual Report and Accounts 2025 Softcat plc

Salary increases: As Executive Director

salaries were positioned towards the

bottom end of market practice, and are

the main driver for the positioning of

total remuneration opportunities,

following shareholder consultation,

theCommittee implemented the salary

increases shown in the above summary

table from August 2025. Whilst the

Committee acknowledges that these

arematerial increases, above levels that

would typically be seen, a larger one-off

correction was needed to more fairly

reflect the size of Softcat and scope

ofthe role and experience of our

Executive Directors.

The Committee did consider

implementing the pay rise over more

than one year. However, given base

paywas already considerably below a

competitive range, and the pay increases

already implemented elsewhere in the

organisation, it was agreed that it was

not fair or appropriate to further delay

the required correction.

We do not anticipate the need for a

further material adjustment during the

life of this Policy and expect future base

pay rises during the life of the Policy to

be broadly in line with the workforce,

ashas been the case in previous years.

Even after these increases, base salaries

will remain towards lower quartile and

substantially below median across the

market reference groups.

Increase in annual bonus opportunity:

The current Policy maximum annual

bonus opportunity is 200% of salary,

however, in recent years the annual

maximum award has been set at 150%

ofsalary. Whilst the Policy maximum will

remain at 200%, the annual maximum

award for the CEO will increase to 175%.

Increase in LTIP maximum opportunity:

Like the annual bonus, whilst the normal

LTIP maximum opportunity is 200% of

salary, the maximum grant in recent years

has been 150%. It is appropriate for the

emphasis to remain on performance-based

pay over the long-term and on ensuring

strong alignment between executive

payand shareholder interests. Therefore,

itis proposed that the maximum LTIP

award opportunity for the CEO and

CFOis increased to 225% and 180%

ofsalary respectively. We propose to

increase the maximum overall limit

under the Policy to 275% of salary to

provide flexibility and retain headroom

in exceptional circumstances.

If LTIP opportunities are increased

alongside the proposed salary increases

above, the total maximum remuneration

opportunities for Executive Directors

would still be positioned around median

versus the comparator reference groups

(please see the graph on page 98).

LTIP performance measures: The current

measures of EPS and TSR remain effective

and aligned to business priorities and

shareholder interests. Following review,

we will rebalance the weighting to 70%

EPS and 30% TSR. Whilst TSR remains an

important performance metric and a key

focus, we believe that the best way to

drive long-term shareholder value is to

focus management on continuing to

accelerate our profit performance. EPS

isa simple measure of success to which

management have strong line of sight

and therefore the Committee considers

that increasing its weighting best

supports shareholder value creation.

TSR performance has previously been

measured compared to the FTSE 250

(excluding real estate and investment

trusts). However, Softcat is now one of

the largest firms in the FTSE 250 and the

Committee no longer considered that

the FTSE 250 was the most appropriate

comparator. We are therefore proposing

to change to the FTSE 350 (excluding

investment trusts) for FY2026 awards

onwards. We have also simplified our

approach to calculating threshold levels

of vesting and aligned it to market

practice. Currently 20% of the award

vests at threshold for the EPS portion

ofthe award and 30% vests at threshold

for the TSR portion. In future, 25% of

each element will vest for the delivery

ofthreshold performance.

Shareholding requirements: This will

increase to 225% of base salary for the

CEO to reflect the increased LTIP award

level and will remain at 200% for the

CFO, with a period of two years for

holding and for post-employment.

Reduction in bonus deferral:

TheCommittee reviewed the current

bonus deferral policy, whereby one-third

of the bonus is deferred up to 100% of

salary and 100% deferred above this

level, and concluded that this approach

is complex and relatively onerous

compared to themarket. It is appropriate

to allow forarelaxation of the bonus

deferral provisions where the shareholding

guideline has been exceeded. As a result,

it is proposed that the bonus deferral

requirements fall away where the

shareholding guideline has been met

infull. A flat rate of 33% deferral will

beapplied where the guideline has

notyet been met.

Conclusion

The Committee is fully aware that

executive pay must be appropriate,

aligned with the experience of

shareholders, employees and other

stakeholders and also that pay

opportunities must be fair for

participants, reflecting the size

andcomplexity of the role.

Softcat has grown significantly since

IPOand has delivered significant value

to shareholders. With this, the scope

andcomplexity of the Executive Director

roles have continued to evolve, but

remuneration opportunities have not

moved at the same pace. The proposals

outlined above are therefore necessary

to provide a fair reward for the roles, and

to support the retention of our outstanding

Executive Directors. The changes also

bring executive pay close to the principles

for market positioning that we use for

other Softcat employees and help to

support alignment across the business.

As a result of these changes, the

proposed remuneration opportunities

for the Executive Directors would be

positioned just below between median

and lower quartile compared to the

average of our reference points. The

Committee believes that this market

positioning would be a fairer reflection

of the scope of these roles and the size

and complexity of Softcat. As already

noted, our pay philosophy features a

strong link between Softcat’s strategy,

performance and reward to align the

interests of senior executives with those

of our shareholders. This will continue

and the Committee is ensuring that

stretching performance targets will be

set taking the new Policy into account.

Targets will be disclosed as usual in the

remuneration report.

Remuneration outcomes during

the year

During the year, the Board/relevant

Board Committee regularly reviewed

Softcat’s financial and operational

performance. We confirmed in trading

updates during the year that:

• the Group performed well and once

again delivered growth in gross profit

and operating profit;

• operational metrics, such as cash

generation, were excellent; and

• our customer base and gross profit

per customer once again grew.

We also reviewed key non-financial metrics

which were set at the beginning of the

financial year, including:

• the outcomes of our annual

customerexperience survey and

our employee engagement survey,

together with actions to further

maintain engagement;

• a quarterly survey from managers

in respect of each member of the

Senior Leadership Team and the key

operational functions in the business;

• work undertaken to improve social

mobility inclusion; and

• delivery of a robust assurance plan

inrespect of ESG disclosures.

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Remuneration outcomes during

the year continued

The strong financial and non-financial

performances are reflected in a strong

achievement of many of the Group’s

KPIsand resulted in the following for

theannual bonus plan for FY2025:

• financial metrics (underlying

operating profit) account for 80%

of the annual bonus for FY2025.

Underlying operating profit of

£180.1m exceeded target but was

below the maximum target set by

the Committee, leading to 90.67%

of the maximum annual bonus for

this element being earned by the

Executive Directors; and

• non-financial metrics account

for 20% of the annual bonus for

FY2025. Important areas of focus

were set at the beginning of FY2025

which included most of the above-

mentioned key non-financial areas.

The Committee assessed actions taken

by management during the year on the

above and noted recommendations

from the Nomination, Audit and Risk and

Sustainability Committees for the

bonuselements in respect of employee

satisfaction, assurance of ESG disclosures

and actions to improve social mobility.

Following review, the Committee

concluded that strong performance had

been delivered oneach of the non-

financial metrics and that 88.9% 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 90.32% of

maximum for each Executive Director.

Awards made under our LTIP have a

three year vesting period and therefore

measure performance over a sustained

period. In late 2024, the LTIP awards

granted in November 2021 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 earnings per share

(‘EPS’) element of the award;

• the metric in respect of the total

shareholder return (‘TSR’) element

ofthe award achieved threshold.

Accordingly, 65% of the total 2021 LTIP

award vested.

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;

• 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.; and

• any potential benefit from windfall

gains experienced over the three-

year vesting period.

The LTIPs granted in 2022 are due to

vest in late 2025 and the performance

conditions were set and announced at

the time of grant. Based on our reported

performance, the maximum EPS target

has been achieved. In respect of the TSR

element, based on our current share

price performance, it is likely that this

element will be between median and

upper quartile. 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.

The Committee will approve an LTIP

grant in respect of FY2026 to the

Executive Directors (see page 109).

Subject to the approval of the revised

Remuneration Policy, the LTIP award will

be 225% of salary and 180% of salary for

the CEO and CFO respectively. The

Committee considered movements in

the Company’s share price during the

year and concluded that there is no

reason to reduce the proposed awards.

However, the Committee will review at

vesting, as it has done in recent years,

whether there have been any windfallgains.

What we have done during

theyear

The main activities for FY2025 summarise

the areas of focus for the Committee.

The Committee is also responsible

foroversight of the Group’s employee

share plans. We operate the Annual

andDeferred Bonus Plan for Executive

Directors and the Long-Term Incentive

Plan for Executive Directors and

selected senior management. Both

planswere approved for renewal for

afurther ten years by shareholders

atthe2024 Annual General Meeting.

Main activities during FY2025

October 2024

• Consideration and approval

of grants of LTIPs to Executive

Directors for FY2025 and other

share-based awards to senior

managers below Board level

• Review and determination of vesting

outcomes for LTIPs granted in 2021

• 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 FY2024

• Consideration of the annual bonus

arrangements for the Executive

Directors and SLT members

for FY2025

• Review of achievement against

share ownership targets for the

Executive Directors

• Approval of the 2024 Annual Report

on Remuneration

• Discussion regarding employee

share ownership

March 2025

• Review of approaches to the 2025

Remuneration Policy

• Workforce pay review

• Review of salaries for the Executive

Directors and SLT

May 2025

• Interim update report on

performance of annual bonus plan

and outstandingLTIPs

• Further discussion on the 2025

Remuneration Policy

• Chairman fee review for FY2026

June 2025

• Further discussion on the 2025

Remuneration Policy

• Remuneration feedback

followingChairman corporate

governance engagement with

material shareholders

July 2025

• Update on workforce remuneration

• Next steps on 2025 Remuneration

Policy and engagement with

material shareholders

• Review of proposed approach to

target setting for FY2026 annual

bonus and LTIP awards

• Review of remuneration trends and

remuneration-related corporate

governance developments for

listed companies

• Update on all employee share

schemes and workforce

engagement on remuneration

Remuneration Committee report continued

Letter from the Chair of the Remuneration Committee continued

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101Annual Report and Accounts 2025 Softcat plc

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.

Changes in Chairman fee

The Committee also reviewed the

Chairman’s fee, applying the market-

positioning principles used to determine

salary changes for the Executive Directors

to ensure a consistent and fair approach.

The review concluded that the Chairman’s

pay was well below that of companies

ofa similar size to Softcat. Following

further consideration, the Committee

agreed, given the ongoing importance

of the role, that material increases

should be applied within the existing

Policy over the next two financial years

toplace the Chairman’s fee slightly

above the lower quartile of companies

ofa similar size to Softcat. The Committee

agreed an increase of 17.2% for FY2026,

which will bring the Chairman’s fee to

£280,000 A further increase of 7.1% will

be applied for FY2027, bringing the

Chairman’s fee to £300,000. Further

details are provided in the Annual

Report on Remuneration.

Wider workforce context

As noted above, over the past few

years,Softcat has undertaken a holistic

review of the reward offering across the

workforce to ensure that it continues

toattract and retain the best talent to

deliver on the strategy and is reflective

of the increased size and scale of the

business. The underlying remuneration

philosophy is aligned across the

workforce and consistent with those

proposed for the Executives Directors

and aims to recognise and reward all

employees through fair remuneration.

The Committee notes in particular the

actions taken by management to ensure

workforce pay reviews are closely

aligned to reflect individual performance.

During the year, the Committee

maintained its awareness of pay across

the business and discussed proposals

toaward rises across the workforce. This

remains important given cost-of-living

pressures for many employees. The

Committee also receives updates

ongeneral external pay trends, which

keeps the Committee well-informed.

The Non-Executive Directors have an

extensive engagement programme

which includes each Softcat office.

Noengagement topic is ‘off-limits’,

including our approach to pay at all

levels of the business. The Committee

noted during the engagement programme

employee feedback on their employee

benefits and discussed this with

management, who were also aware of

some issues. As a result, management

implemented improvements to better

communicate the attractive benefits

available. Also, the Committee’s

engagement highlighted a matter on

how best to further engage and reward

employees who are critical in supporting

our culture and performance, recognising

some challenges in this most important

of roles. Following further discussion

with management, who were aware

ofthe issue, we agreed to extend

participation in the LTIP to employees

meeting this criteria, which better

recognises their contribution to

thebusiness.

Corporate governance

Last year the Financial Reporting Council

(‘FRC’) issued an updated version of the UK

Corporate Governance Code (the ‘Code’),

under which remuneration-related

aspects will apply for accounting periods

commencing from 1 January 2025. The

Committee assessed this and no material

Policy amendments are required for the

updated Code. Underthe updated Code,

additional disclosures are required in the

Annual Report on Remuneration on the

malus and clawback provisions which

apply to the remuneration of Executive

Directors. Our disclosures already cover

nearly all these new requirements and,

given that only minor additional

information is required to befully

compliant, this information is included

inthis year’sreport.

Looking forward

The Committee has been focused

onensuring that our remuneration

arrangements remain fit for purpose

forthe future and aimed at ensuring

alignment of both shareholders and

ourmanagement team as they continue

driving the business forward. We consulted

with our 25 largest shareholders who

account for more than 70% of our issued

share capital. Wealso consulted with

certain proxy advisory agencies, including

Glass Lewis, ISS and the Investment

Association. We have carefully considered

all feedback received and have obtained

significant shareholder support in respect

of the key elements of our proposed

Remuneration Policy and how we will

implement it. I would like to thank the

members of the Committee and those

that support the Committee for their

help during a busy year.

The Annual Report on Remuneration

(pages 104 to 115) including this letter,

will be subject to an advisory

shareholder vote at the AGM on 15

December 2025. The revised

Remuneration Policy (page 103) will be

subject to a binding vote at the AGM. I

trust that we will continue to have your

support on these resolutions. 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

21 October 2025

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 2018 Corporate Governance Code (which is applicable for the year under review) and the UK Listing Rules.

Thereport consists of three sections:

• the Annual Statement by the Remuneration Committee Chair;

• the Annual Report on Remuneration, incorporating:

− an ‘at a glance’ section; and

− details of payments made to the Directors and details of the link between Group performance and remuneration for the 2025 financial year; and

• the Directors’ Remuneration Policy.

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 2025.

TheDirectors’ Remuneration Policy will be subject to a binding vote at the AGM. If approved, the Policy will formally supersede the previous Policy with

immediate effect.

102 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Part A – At a glance

Introduction

In this section, we set out a summary of our performance and remuneration outcomes for the 2025 financial year and a summary

of how we intend to implement our proposed Remuneration Policy for the 2026 financial year. Our proposed Remuneration Policy

is included in full in Part C (pages 116 to 127).

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 FY2025.

Salary

Taxable

benefits

Pension

Total

fixed

Bonus

2,4

LTIP

Total

variable Total

G Charlton (CEO)

5, 6

£584,983 £5,927 £29,249 £620,159 £792,500 £333,968 £1,126,468 £1,746,627

K Mecklenburgh (CFO)

£381,100 £4,296 £19,055 £404,451 £516,291 — £516,291 £920,742

Notes:

1. Fixed pay consists of salary, taxable benefits and pensions as set out above.

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

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

4. Details of the bonus targets, their level of satisfaction and the resulting bonus earned, including proportion deferred into shares, in FY2025 are set out

inpart B of this report.

5. LTIP awards made on 30 November 2021 to Graham Charlton vested during FY2025. The number of shares awarded was calculated by reference to a

share price of £18.63, 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.

6. As a result of partial achievement of the performance criteria, nil-cost options over 18,322 shares vested and were subsequently exercised by Graham

during FY2025. The share price at the date of vesting (closing price on 29 November 2024, being the closest business day to the third anniversary of the

grant) was £15.78 and the LTIP value shown above reflects this. The total value shown above comprises £289,121 (the value of the award at vesting) plus

adividend equivalent of £44,847. The value of the LTIP that is attributable to share price appreciation between grant and vest is nil as the share price was

higher at the time of grant.

7. Katy Mecklenburgh was appointed CFO on 19 June 2023 and had no LTIP vesting during FY2025.

Summary of FY2025 annual bonus outcomes

Performance condition Weighting

Actual as a %

ofmaximum

opportunity

Annual bonus payout

Graham Charlton Katy Mecklenburgh

Underlying operating profit 80% 90.67% £636,485 £414,652

Progress on strategic

non-financial metricsandactions 20% 88.90% £156,015 £101,639

Overall outcome 90.32% £792,500 £516,291

Remuneration Committee report continued

Financial statementsGovernanceStrategic report

103Annual Report and Accounts 2025 Softcat plc

Our revised Remuneration Policy

The key elements of the Group’s strategy and how its successful implementation is linked to the Group’s Remuneration Policy are

set out in the following table. In respect of the implementation in FY2026 below, a revised Remuneration Policy will be proposed

at the 2025 AGM and where applicable the implementation will be subject to the new Remuneration Policy being approved

byshareholders.

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

The maximum bonus (including any

part of the bonus deferred) under

the Annual Bonus Plan (‘ABP’) will

not exceed 200% of a participant’s

annual base salary.

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.

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.

The performance conditions for

awards comprise financial and

performance measures, currently:

• underlying earnings per share

(‘EPS’) growth; and

• comparative total shareholder

return (‘TSR’).

For FY2026, the LTIP award will be

weighted 70% EPS and 30% 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 from FY2026

• CEO: 225% of salary

• CFO: 200% of salary

104 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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 FY2025

and FY2024.

Salary

Taxable

benefits

Pension Total fixed

Bonus

2,4

LTIP

Total variable Total

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

G Charlton

(CEO) 585.0 567.9 5.9 4.5 29.2 28.4 620.1 600.8 792.5 660.6 334.0 346.5 1,126.5 1,0 07.1 1,746.6 1,607.9

K Mecklenburgh

(CFO)

381.1 370.0 4.3 2.7 19.1 18.5 404.5 391.2 516.3 430.4 — — 516.3 430.4 920.8 821.6

Notes:

1. Fixed pay consists of salary, taxable benefits and pensions as set out above.

2. Variable pay consists of bonus and LTIP. Further details on the LTIPs which vested and were exercised by Graham are set out below.

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

4. Details of the bonus targets, their level of satisfaction and the resulting bonus earned, including proportion deferred into shares, in FY2025 are set out below.

5. Katy Mecklenburgh was appointed CFO on 19 June 2023 and no LTIPs vested for her either during FY2024 or FY2025.

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 FY2025, 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.

FY2025 annual bonus outcomes (audited)

In respect of FY2025, 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 employee social mobility) and noted the ongoing

strong performance.

The performance measures and targets under the Annual and Deferred Bonus Plan for FY2025 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% £151.2m £168m £184.8m £180.1m 90.67% £636,485 £414,652

Progress on strategic

non-financial metrics

andactions 20% See below 88.90% £156,015 £101,639

Overall outcome 90.32% £792,500 £516,291

Portion of overall

outcomepaid incash

£389,989 £254,067

Portion of overall outcome

deferred intoshares

£402,511 £262,224

Note:

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

year, as the FY2025 impact on underlying operating profit was not considered material for the purpose of determining the bonus outcome.

2. In respect of the bonus payout up to 100% of salary, two-thirds will be paid in cash and one-third will be paid by way of deferred shares. In respect of the

bonus payout above 100% of salary, all of this shall be by way of deferred shares.

Remuneration Committee report continued

Financial statementsGovernanceStrategic report

105Annual Report and Accounts 2025 Softcat plc

Non-financial: employee engagement, customer satisfaction, sustainability and social mobility

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 55, which is an excellent result and above market norms.

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 88%.

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

environment (see the ‘People’ section on pages 32 to 24).

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 and above market norms.

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

(6,089respondents in FY2025, compared to 5,663 in FY2024).

• 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

Create a robust sustainability

assurance plan. This will provide

astrong underpin on our path to

netzero with rigorous governance

and processes to assure our

sustainability disclosures.

This exercise complements a wider

project to prepare for the new

‘failure to prevent fraud’ corporate

offence and for Provision 29 of the

2024 UK Corporate Governance

Code which requires Directors to

confirm that they have effective

internal controls in place.

• Management developed an environmental sustainability assurance plan with the

support of the Sustainability team and the Risk & Assurance function.

• Key sustainability disclosures were identified and an assurance plan in respect of each was

developed, which included process maps and risk and control matrices for each disclosure.

The results of the assurance exercise were presented to the Audit and Risk Committee.

• A formal process is now in place for the Risk & Assurance team to deliver assurance

reports that support senior leaders and the Audit and Risk Committee by providing

insights into control effectiveness.

• The report which is the outcome of the assurance plan was reviewed and endorsed by

the Audit and Risk Committee. The Sustainability Committee concluded, on behalf of the

Remuneration Committee, that good performance had been attained in respect of this

element of the bonus.

Social mobility

Support our social value objectives

by aiming to close the gap on social

mobility within our early career roles.

This assessment supports our desire

to be a fully inclusive place to work.

• Management, through working with our People team, made good progress on actions.

During the year Softcat engaged with schools in locations close to our offices in

Manchester, Birmingham, London and Marlow.

• The engagements included activities such as insight days, work experience placements,

mock interviews to better prepare students for job applications and recruitment fairs.

Our‘Love2Volunteer’ programme was also engaged, promoting volunteering tied to

school engagement and charity partners.

• A social mobility benchmarking exercise was undertaken during the year which

concluded that good work had been undertaken by the business on its endeavours

to be a fully inclusive place to work. Management have undertaken to follow-up on

recommended actions from the exercise.

• Management is monitoring data for jobs applied, which already shows anincrease,

compared to prior financial year, in candidates from lower socio-economic backgrounds.

• The Committee was pleased with the actions taken to date to improve socialmobility

and welcomed the increase in job applications from lower socio-economic backgrounds,

recognising that this is a longer term endeavour. The Committee was satisfied that

strong achievement hadbeen attained for this element of the bonus.

106 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Single total figure of remuneration (audited) continued

Non-financial: employee engagement, customer satisfaction, sustainability and social mobility 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 social mobility

metrics. The Committee determined an award of 88.9% 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 FY2025 (audited)

Awards under the Group’s LTIP granted in November 2021 to Graham Charlton and to Graeme Watt (at which time Graeme was

CEO) vested and were exercised in FY2025. 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

Adjusted EPS 50% • No vesting of this element for adjusted EPS at end of performance period

ofbelow 49.5p

• 20% vesting (threshold) for achieving 49.5p

• 67% vesting for achieving 53.8p

• Full vesting for achieving 59.4p 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)

50% • 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

EPS for FY2024 was 59.4p per share and this element of the performance condition was achieved in full. TSR was ranked at

threshold and as a result 30% of this element of the performance condition was achieved. 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 2021, 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 2021 LTIP options lapsed

LTIP options vested

and exercised

G Watt

42,282 27, 013 15,269

G Charlton 28,188 9,866 18,322

Note:

1. These lapsed options shown for Graeme Watt consist of 8,221 shares which lapsed as the performance condition was not achieved in full and 18,792 shares

which lapsed due to pro-rating on Graeme’s 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 29 November 2024, being the closest business day to the third anniversary

of the grant) was £15.78 and the LTIP value shown above reflects this. The total value shown above comprises £289,121 (the value

of the award at vesting) plus a dividend equivalent of £44,847. The value of the LTIP that is attributable to share price appreciation

between grant and vest is nil as the share price was higher at the time of grant.

Remuneration Committee report continued

Part B – Annual report on remuneration continued

Financial statementsGovernanceStrategic report

107Annual Report and Accounts 2025 Softcat plc

Long term incentives vesting in FY2026

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

CEO) will vest on 30 November 2025. 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 55.8p

• 20% vesting (threshold) for achieving 55.8p

• 67% vesting for achieving 59.6p

• Full vesting for achieving 67.0p 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

2022 awards were based 60% on EPS performance and 40% on TSR performance. Based on our underlying EPS performance for

FY2025 (see Note 1 to the consolidated financial statements) of 69.1p (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 be between median and upper quartile, and based on TSR performance to 29 September 2025 the estimated TSR

vesting is 74.1% of maximum, giving an overall estimated vesting outcome of c.90% 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 2025 of £17.42, this award would have a value of £669k for Graham Charlton (excluding dividend equivalents) and

£223k for Graeme Watt (excluding dividend equivalents). The award to Graeme was pro-rated following him stepping down as CEO.

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 2025 fees 2025 other 2024 fees 2024 other Roles

G Watt

£238,960 £243,437 £232,000 £433,041 Chairman

V Murria

£28,006 — £76,800 — Former Independent Non-Executive Director,

Designated Director for Workforce Engagement

andChair of the Sustainability Committee

L Weedall

£93,654 — £101,925 — Chair of the Remuneration Committee and

Chairofthe Nomination Committee

M Prakash

£63,654 — £56,650 — Independent Non-Executive Director

J Ferguson

£77,154 — £39,425 — Senior Independent Director

R Perriss

£88,313 — £76,800 — Independent Non-Executive Director, Chair of the

Audit and Risk Committee and the Chair of the

Sustainability Committee

Notes:

1. Graeme’s Chairman fee for the year was £238,960. 2024 and 2025 ‘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 FY2025

and other P11D benefits was £4,935. This figure is included in ‘other’.

2. Vin retired from the Board on 9 December 2024 and fees were pro-rated for the period served. Robyn assumed the Chair of the Sustainability Committee

upon Vin’s retirement. Mayank and Jacqui joined the Board on 1 September 2023 and 1 January 2024 respectively. Jacqui assumed the role of SID on

1May 2024 from Lynne who had held it previously on an interim basis.

108 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

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 2021 to Graeme vested during FY2025.

Details of Graeme’s 2021 LTIP awards are set out above on page 107.

All of the 2021 deferred share awards over 21,354 ordinary shares vested and were exercised by Graeme during FY2025.

Theshare price at the time of exercise was approximately £15.75 per share, resulting in a gain of approximately £336,238.

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 2021 LTIP and 2021 deferred share awards of £21,035 and £29,430 respectively.

Scheme interests awarded during the financial year (audited)

Long Term Incentive Plan awarded in FY2025 (audited)

On 25 November 2024, 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 150% 877,472 54,842 25/11/24 25/11/27 £16.00

K Mecklenburgh Nil-cost options 150% 571,648 35,728 25/11/24 25/11/27 £16.00

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.

40% of the award is subject to the Company’s relative TSR performance against the FTSE 250 (excluding real estate and investment

trusts) over a three-year performance period to the end of FY2027 and 60% subject to adjusted EPS targets at the end of the period.

These conditions are set out below:

Measure Weighting Details

Underlying EPS 60% • Nil vesting of this element for EPS for FY2027 ofless than 65.9p

• 20% vesting (threshold) for achieving 65.9p

• 67% vesting for achieving 73.6p

• Full vesting for achieving 79.7p 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% • Nil 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

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

date of grant

The EPS targets were set following the end of the 2024 financial year based on an assessment of the business and were included

in the 2024 Annual Report on Remuneration. The adjusted earnings per share for the purposes of the LTIP performance measure

is calculated as earnings per share in accordance with IAS 33, adjusted for exceptional items as determined by the Committee.

Deferred Bonus Plan awarded in FY2025 (audited)

On 25 November 2024, 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 FY2024. 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 281,968 17, 623 25/11/24 23/11/27 £16.00

K Mecklenburgh Nil-cost options 183,696 11,4 81 25/11/24 23/11/ 27 £16.00

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.

Remuneration Committee report continued

Part B – Annual report on remuneration continued

Financial statementsGovernanceStrategic report

109Annual Report and Accounts 2025 Softcat plc

Long Term Incentive Plan to be awarded in FY2026

Awards will be granted, as appropriate, subject to the approval of the Remuneration Policy which will be proposed at the AGM

tobe held on 15 December 2025. Vesting of the awards will be subject to the following performance conditions:

Measure Weighting Details

Underlying EPS 70% • No vesting of this element for EPS for FY2028 of below 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% • 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 the

date of award

Share Incentive Plan (‘SIP’)

There were no free shares awarded in FY2025 (FY2024: Nil). Free shares were awarded under the SIP on 11 December 2015, and

became free of any restrictions on the fifth anniversary following the award. Graham was awarded 301 free shares in 2015, which

he has retained.

The Executive Directors have an entitlement to purchase partnership shares under the SIP. Graham Charlton purchased 113 partnership

shares and Katy Mecklenburgh purchased 112 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 200 460 135,4 17

166,389 55,690 — — — Yes

K Mecklenburgh

200 31 191 80,486 13,500 — — — No

Non-Executive Directors

G Watt n/a n/a 154,330 14,281 57,101 — — — 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 200% of base salary (this is being increased to 225% of base salary for the CEO under the revised Policy).

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 £16.33 on 31 July 2025 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 2025. 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 28 partnership shares between the year end and the date of this report

and Katy purchased 29. Neither of these post-year end purchases 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. Katy Mecklenburgh was appointed to the Board in June 2023. In line with the shareholding guidelines for Executive Directors, she has a five-year period

tobuild up her shareholding to the target of 200% of salary.

110 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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. It should be noted

that the Company listed on 18 November 2015 and therefore only has a listed share price for the period of 18 November 2015

to31July 2025.

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 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016

G Charlton

Total

singlefigure

£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 £562,117

G Charlton Annual bonus

payment level

achieved

(%ofmaximum

opportunity)

90 78 — — — — — — — —

G Watt

— — 83 96 100 72 100 100 — —

M Hellawell

— — — — — — — 100 100 99

G Charlton LTIP vesting

levelachieved

(%of maximum

opportunity)

65 92 — — — — — — — —

G Watt

— — 97 100 100 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 2025 financial year. All figures provided are taken from the

relevant Group accounts.

Disbursements

from profit in 2025

financial year

Disbursements

from profit in 2024

financial year

Profit distributed by way of dividend £95.7m £76.0m

Total tax contributions

£71.5m £61.2m

Overall spend on pay, including Executive Directors £239.0m £207. 3m

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

800

900

1,000

400

500

600

200

300

100

700

FTSE 250 Softcat

18/11/2015

18/05/2016

18/11/2016

18/11/2018

18/05/2019

18/11/2019

18/05/2020

18/11/2020

18/05/2021

18/11/2021

18/11/2022

18/05/2023

18/05/2022

18/05/2025

18/11/2023

18/05/2024

18/11/2024

18/05/2017

18/11/2017

18/05/2018

Financial statementsGovernanceStrategic report

111Annual Report and Accounts 2025 Softcat plc

Change in the Directors’ remuneration compared with employees

The table below sets out the annual change in Directors’ remuneration from the previous year compared to the average annual change

in remuneration for all other employees. The notes beneath this table describe how we have calculated the year-on-yearchange.

% increase/(decrease) in remuneration in

2020 compared with remuneration in 2019

% increase/(decrease) in remuneration in

2021 compared with remuneration in 2020

Salary or

fees Bonus

Benefits

Salary or

fees Bonus

Benefits

Graeme Watt

3% 12% 0% 3% 43% 37%

Graham Charlton

3% 12% (9)% 3% 43% 37%

Martin Hellawell 3% 0% 1% 0% 0% 1%

Vin Murria

23% 0% 0% 4% 0% 0%

Robyn Perriss 0% 0% 0% 3% 0% 0%

Karen Slatford n/a n/a n/a 6% 0% 0%

Lynne Weedall

n/a n/a n/a n/a n/a n/a

All employees

5% (14)% (14)% 3% 12% 1%

% increase/(decrease) in remuneration in

2022 compared with remuneration in 2021

% increase/(decrease) in remuneration in

2023 compared with remuneration in 2022

% increase/(decrease) in remuneration in

2024 compared with remuneration in 2023

Salary or

fees Bonus

Benefits

Salary or

fees Bonus

Benefits

Salary or

fees Bonus

Benefits

Graeme Watt

10% 6% 12% 5% (9)% (1)% (57)% — (5)%

Graham Charlton

10% 6% 12% 5% (9)% (1)% 54% 45% (3)%

Katy Mecklenburgh

3, 4

n/a n/a n/a n/a n/a n/a 0% (15)% —

Martin Hellawell 5% — — 23% — (1)% n/a n/a n/a

Vin Murria

(7)% — — 18% — — 2% — —

Robyn Perriss 3% — — 18% — — 2% — —

Karen Slatford 11% — — 12% — — n/a n/a n/a

Lynne Weedall

n/a n/a n/a 42% — — 13% — —

Mayank Prakash

n/a n/a n/a n/a n/a n/a n/a — —

Jacqui Ferguson

n/a n/a n/a n/a n/a n/a n/a — —

All employees

5% 7% 34% 8% (44)% (3)% 2% 8% (3)%

% increase/(decrease) in remuneration in

2025 compared with remuneration in 2024

Salary

or fees Bonus

Benefits

Graeme Watt

1% — 14%

Graham Charlton

3% 20% 33%

Katy Mecklenburgh

3, 4

3% 20% 58%

Vin Murria

5,8

2% — —

Robyn Perriss

15% — —

Lynne Weedall

(8)% — —

Mayank Prakash

3% — —

Jacqui Ferguson

14% — —

All employees

5% 77% 53%

Notes:

1. Excludes commissions for employees.

2. Includes private medical insurance only for employees.

3. For the Directors, the percentage change reflects the figures set out in the single figure table on page 104. Figures are on an annualised basis where the

Director joined or left during the year. The decreases in salary/fees and bonus for Graeme in FY2024 reflects a change of his role from Chief Executive

toNon-Executive Chairman from 1 August 2023.

4. Katy Mecklenburgh joined the Board of Softcat in June 2023, however, she did not receive any benefits in FY2023.

5. In respect of 2020/21, Vin Murria stepped down as Chair of the Nomination Committee during the year. Fees receivable for these duties were in addition

to the fees payable as a Non-Executive Director.

6. Lynne Weedall joined the Board of Softcat in May 2022. Following the retirement of Karen Slatford in January 2023, Lynne was appointed interim Senior

Independent Director (‘SID’) and Chair of the Nomination Committee. Jacqui Ferguson succeeded Lynne as the SID during FY2024.

7. Mayank and Jacqui joined the Board during FY2024.

8. In respect of FY2025, Vin retired from the Board in December 2024. Vin was the Chair of the Sustainability Committee until the time of her retirement,

following which Robyn assumed the role.

9. For employees, figures represent Softcat plc. Details are in respect of the average percentage change in respect of the remuneration of employees on a full-time

equivalent basis. In order to make the comparisons meaningful, the average percentage change in respect of each of salary, bonus and benefits for employees

isa per capita figure. For FY2025, the increase in bonus is due mostly to improved performance versus targets for senior management and non sales employees

when compared to the prior year. The FY2025 benefits values have fluctuated due to change in premiums.

112 Softcat plc Annual Report and Accounts 2025

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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 2025, with comparative figures

since 2019, which were disclosed in previous Directors’ Remuneration Reports. The data shows how the CEO’s single figure

remuneration for 2025 (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

2025 Option A 59:1 37:1 21:1

2024 Option A 57:1 37:1 21:1

2023 Option A 72:1 4 4:1 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 2,636 employees (FY2024: 2,472)

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 96 to 101.

Pay in respect of the CEO and UK workforce is shown in the table below.

CEO

All employees

(See single figure table, page 104) 25th percentile Median 75th percentile

2025 salary £584,983 £24, 361 £28,684 £42,982

2025 total pay £1,746,627 £29,711 £47, 240 £82,436

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

Financial statementsGovernanceStrategic report

113Annual Report and Accounts 2025 Softcat plc

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.

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. Softcat already

operates a Share Incentive Plan for all eligible employees. The Committee regularly reviews our approach to employee share ownership.

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.

Advisers to the Remuneration Committee

During the financial year, following a tender process Deloitte was appointed as the Committee’s advisors, replacing PwC.

TheCommittee is satisfied that no conflict of interest exists or existed in the provision of Deloitte’s services. Deloitte advises

theCommittee on all aspects of the Remuneration Policy for Executive Directors and selected members of the senior

management team.

Deloitte is a member of the Remuneration Consultants Group and adheres to its Voluntary Code of Conduct that body is

designed to ensure objective and independent advice is given to remuneration committees. During FY2025, Deloitte also

provided tax advisory and compliance services, M&A and transaction advisory services, and other consulting services.

Thefollowing fees during the year relate to remuneration advice received:

• PwC: £35,750 (excluding VAT) (2024: £61,500)

• Deloitte: £124,000 (excluding VAT)

Statement of voting at general meeting

The table below shows the binding vote approving the Directors’ Remuneration Policy at the 2022 AGM and the advisory vote on

the Annual Report on Remuneration at the 2024 AGM.

Votes for % Votes against % Votes withheld

Directors’ Remuneration Policy (2022 AGM) 169,094,250 98.50 2,569,431 1.50 88

Annual Report on Remuneration (2024 AGM) 170,596,744 98.40 2,773,416 1.60 4,266

114 Softcat plc Annual Report and Accounts 2025

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Statement of implementation of the Remuneration Policy in FY2025

The Committee has reviewed and considered the key components of remuneration to ensure that the Remuneration Policy

(summarised below) is fit for purpose, continues to drive success for Softcat and meets relevant shareholder and governance

expectations. In respect of the implementation in 2025/26 below, a revised Remuneration Policy will be proposed at the 2025

AGM and where applicable the implementation will be subject to the new Remuneration Policy being approved by shareholders.

Implementation in 2025/26 What was implemented in 2024/25

Base salary For FY2026, base salaries for the CEO and CFO

will be £675,000 and £455,000 respectively.

This represents increases of 15% and 19%

respectively for the CEO and CFO. An

explanation for these increases is provided in

the letter from the Committee Chair on pages

96 to 101.

For FY2025, base salaries for the CEO and CFO

were £584,983 and £381,100 respectively.

Pension No change. 5% of salary.

Benefits No change. All Directors, including Non-Executive Directors,

may participate in a salary sacrifice scheme for

electric vehicles for personal use and commuting.

Annual bonus plan (‘ABP’)

• Cash

• Deferred share award

For FY2026, maximum opportunities will be:

• CEO: 175% of salary (+25%)

• CFO: 150% of salary (no change).

Maximum opportunity: 150% of salary for the

CEO and for the CFO.

No change Measures:

• 80% on underlying operating profit; and

• 20% on robust non-financial goals.

No change If the Group had made a corporate acquisition

during the year, operating profit growth would

normally only be assessed by the Committee in

respect of the performance of the business during

the financial year, excluding the acquisition (unless

the acquisition was considered not have a material

impact). In the event of an acquisition, the Committee

would have re-assessed the setting of the operating

profit targets for the following financial year, to

ensure they remain relevant and stretching.

In line with the revised Policy, once the

Directors’ minimum shareholding requirement

is met, no element of the ABP will be deferred.

Prior to the guideline being met then one-third

of the bonus will be deferred into shares for

three years.

Deferral of 33% of the ABP up to 100% of salary

and full deferral for any amounts above this.

LTIP FY2026 LTIP awards:

• 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%).

FY2025 LTIP awards:

• 150% of salary for the CEO and for the CFO.

• Measures against TSR (40%) versus the FTSE

250 (excluding real estate and investment

trusts) and underlying EPS (60%).

No change Ifthe Group had made a corporate acquisition

during the vesting period, EPS growth would

normally only be assessed in respect of the

performance of the business during the vesting

period, excluding the acquisition (unless the

acquisition was considered not have a material

impact). Inthe event of an acquisition, the EPS

targets for the grant in respect of thefollowing

financial year would have been re-assessed,

toensure they remain relevant and stretching.

Targets are shown on pages 104 to 107.

Remuneration Committee report continued

Part B – Annual report on remuneration continued

Financial statementsGovernanceStrategic report

115Annual Report and Accounts 2025 Softcat plc

Implementation in 2025/26 What was implemented in 2024/25

Shareholding requirements 225% and 200% of salary for CEO and

CFOrespectively.

No change in the calculation of the

shareholdingrequirement.

200% of salary for CEO and for CFO. The

shareholding requirement is calculated as follows:

• shares owned by the Executive Director 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; and

• 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 ABP.

Chair and

Non-Executive fees

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.

Chair fee: £238,960.

Board fee: £63,654.

Senior Independent Director fee: £13,500.

Committee Chair fee (per Committee): £15,000.

Fee for the Designated Director for Workforce

Engagement (which includes Chair of the

Nomination Committee): £15,000.

Lynne Weedall

Chair of the Remuneration Committee

21 October 2025

116 Softcat plc Annual Report and Accounts 2025

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Part C – Directors’ remuneration policy

Introduction

In accordance with the remuneration reporting regulations, the Directors’ Remuneration Policy (the ‘Policy’) as set out below will

become formally effective at the AGM on 15 December 2025, subject to shareholder approval, and will apply until the 2028 AGM

unless anew Policy is approved by the Company’s shareholders prior to this time.

The Company’s core principles of remuneration are:

• there should be a strong link between Softcat’s strategy, performance and reward to align the interests of senior executives with

thoseof our shareholders;

• pay should be simple and easy to understand for both participants and shareholders;

• management should share in the success of the business and have the ability to earn fairly where strong performance is

delivered; and

• remuneration arrangements should support the unique culture of the business and should be driven by what is right for

the business.

The Committee will review annually all elements of remuneration, including: the base salary, annual bonus levels and annual and

long-term incentive performance conditions for the Executive Directors and selected members of the senior management team,

drawing on trends and adjustments made to all employees across the Company and taking into consideration:

• our business strategy;

• overall Company performance;

• market conditions;

• views of key stakeholders of the business;

• the size and scale of the business relative to relevant comparator groups;

• corporate governance considerations; and

• changing views of institutional shareholders and their representative bodies.

The Remuneration Committee is comprised wholly of independent Non-Executive Directors. The Committee operates within

terms of reference which:

• authorise it to review and implement the Policy; and

• provide a framework to avoid conflicts of interest.

Remuneration Committee report continued

Financial statementsGovernanceStrategic report

117Annual Report and Accounts 2025 Softcat plc

Our Remuneration Policy and its link to our Company strategy

The Company’s strategy is laid out on page 16 and 17.

Ensuring the alignment of the proposed Policy to the Company strategy was key for the Remuneration Committee in refining

theexisting Policy proposed below. The key elements of the Company’s strategy and how its successful implementation is linked

to the Company’s remuneration are set out in the below table.

As part of its review of the proposed Policy and remuneration practices, the Committee has considered the factors set out in

provision 40 of the 2018 UK Corporate Governance Code. In the Committee’s view, the proposed Policy addresses those factors,

which were set out in the previous Remuneration Policy. The Committee notes that the 2024 UK Corporate Governance Code has

removed provision 40.

Remuneration Policy table

Remuneration Policy aim

The Committee has developed a remuneration framework and policy which adhere to practice that is fit for purpose for a listed

company of its size and scale. The Committee’s objective is to operate this policy to ensure that our Executive Directors have a

remuneration structure and total remuneration opportunity that is aligned to Softcat’s business and is competitive when assessed

against the market we compete for talent in.

Summary of Policy changes

During the year, the Committee undertook a detailed review of the Directors’ Remuneration Policy and its implementation to ensure

that the Policy supports the execution of strategy and the delivery of sustainable long-term shareholder value. The Committee

discussed the content of the Policy at Remuneration Committee meetings during the year.

Throughout the review process, the Committee took into account the UK Corporate Governance Code, wider workforce

remuneration and best practice in relation to Executive Director remuneration. The Committee also considered input from

management and our independent advisers. The Committee continues to consider that the overall remuneration framework –

based on an annual bonus plan plus a performance share plan – remains appropriate to continue to incentivise management to

drive long-term sustainable performance for shareholders. It was however evident upon a detailed review of market data that

there was a material gap to market on overall quantum for both executives, meaning that our current remuneration arrangements

no longer align to our remuneration principles. The Committee therefore considered that the following changes to the Policy

were appropriate at this time:

• Increase in the LTIP normal maximum opportunity from 200% to 225% of salary and from 250% to 275% of salary for the

exceptional maximum.

• Commensurate increase in the shareholding guideline for the CEO from 200% to 225% of salary.

• Simplification of the bonus deferral mechanism from 33% up to 100% of salary and full deferral for any amounts above this

to a flat deferral of 33% of the annual bonus earned. In addition, the removal of required bonus deferral once shareholding

guidelines have been met.

In addition, other changes have been made to the wording of the Policy to aid operation and to increase clarity and flexibility.

118 Softcat plc Annual Report and Accounts 2025

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Remuneration Policy table continued

Summary of Policy changes continued

Element of remuneration Salary

How it supports the

Company’sshort and

long-termstrategic objectives

Provides a base level ofremuneration to support recruitment andretention of Executive Directors

withthe necessaryexperience andexpertise todeliver the Company’sstrategy.

Operation An Executive Director’s basic salary is set on appointment and normally reviewed annually or when there

isa change in position or responsibility or in other exceptional circumstances.

When determining an appropriate level of salary, the Committee considers:

• remuneration practices within the Company;

• the general performance of the Company;

• salaries within the ranges paid by the companies inthe comparator group(s) used for

remunerationbenchmarking;

• any change in scope, role and responsibilities; and

• the economic environment.

Maximum opportunity Whilst there is no maximum salary, increases will normally be in line with the increases awarded to other

employees in the Group. However, increases may be above this level in certain circumstances such as:

• where an Executive Director has been appointed to the Board at a lower than typical market salary

to allow for growth in the role, larger increases may be awarded to move salary positioning closer

totypical market levels as the Executive Director gains experience;

• where an Executive Director has been promoted or has had a change in responsibilities;

• where there has been a significant change in market practice;

• where there has been a change in the size and complexity of the organisation; and

• other exceptional circumstances.

Element of remuneration Benefits

How it supports the

Company’sshort and

long-termstrategic objectives

Provides a benefits package in linewith the market to enable the Company to recruit and retain

Executive Directors with the experience and expertise to deliverthe Company’s strategy.

Operation The 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.

The Committee recognises the need to maintain suitable flexibility in the benefits provided to ensure

itisable to support the objective of attracting and retaining personnel to deliver the Company strategy.

Additional benefits may therefore be offered (including the tax cost where applicable).

Where an Executive Director is required to relocate to perform their role, the appropriate one-off

orongoing expatriate benefits may be provided (e.g. housing, schooling etc).

Maximum opportunity There is no maximum benefit value, however, the value of benefits is set at a level which the Committee

considers to be appropriate, taking into account the overall cost to the Company, individual

circumstances, benefits provided to the wider workforce and market practice.

Element of remuneration Pensions

How it supports the

Company’sshort and

long-termstrategic objectives

Provides a pension provision to enable the Company to recruit and retain Executive Directors with

theexperience and expertise to deliver the Company’s strategy.

Operation The Company operates a defined contribution (‘DC’) scheme. The Executive Directors are entitled

toreceive a maximum employer contribution into the DC scheme and/or a salary supplement in lieu

ofpension which is in line with the employer contribution forthe wider workforce.

Maximum opportunity The maximum contribution into the defined contribution plan or asalary supplement in lieu of pension

will be inline with the wider workforce, which is currently 5%.

Remuneration Committee report continued

Part C – Directors’ remuneration policy continued

Financial statementsGovernanceStrategic report

119Annual Report and Accounts 2025 Softcat plc

Element of remuneration Annual and Deferred Share Bonus Plan (the ‘Bonus Plan’)

How it supports the

Company’sshort and

long-termstrategic objectives

The Bonus Plan provides an incentive to the Executive Directors linked to achievement in delivering

goals that are closely aligned with the Company’s strategy and the creation of value for shareholders.

In particular, the Bonus Plan supports the Company’s objectives, allowing the setting of annual targets

based onthe business strategy at the time.

Bonus deferral applies until the shareholding guideline has been met to ensure alignment between

Executives and shareholders and to ensure an effective retention tool.

Operation The maximum bonus deliverable in respect of a financial year under the Bonus Plan will be up to 200%

of a participant’s annual base salary.

To the extent performance conditions are met, the annual bonus will normally be paid in cash and, where

required, deferred shares. 33% of the bonus will be deferred into shares until the relevant shareholding

requirement is met. Once the requirements is met, there will normally be no deferral. The Committee retains

discretion to determine whether the shareholding guideline has been met.

Deferred bonus awards will normally be granted in the form of a conditional share award or nil-cost option.

Any deferred bonus share award normallyvests:

• after a minimum deferral period of three years, during which no performance conditions will

apply; and

• subject to the participant’s continued employment at the end of the deferral period unless he/she

isa good leaver.

The Committee may award dividend equivalents on those shares to plan participants to the extent that

they vest.

Maximum opportunity The maximum bonus deliverable in respect of a financial year under the Bonus Plan will be 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.

The Committee may determine that an alternative payout schedule may apply if appropriate.

Performance measures An award under the Bonus Plan is normally subject to satisfying financial targets and may also include

strategic/operational/personal performance conditions and targets measured over a period of one

financial year.

Normally at least a minimum of 50% of the bonus shall be based on financial performance measures.

Measures and weightings will be disclosed in the Annual Report on Remuneration for the year ahead.

The Committee is of the opinion that given the commercial sensitivity arising in relation to the detailed

targets used for the annual bonus, disclosing precise targets for the Bonus Plan in advance would not be

in shareholders’ interests. Targets and performance achieved will normally be published at the end of

the performance period so shareholders can fully assess the basis for any payouts under the Bonus Plan.

In exceptional circumstances the Committee retains the discretion to:

• change the performance measures and targets and their weightings during a performance year

if there is a significant and material event which causes the Committee to believe the original

measures, weightings and targets are no longer appropriate; and

• make downward or upward adjustments to the amount of bonus earned resulting from the

application of the performance measures, if the Committee believes that the bonus outcomes

arenot a fair and accurate reflection of business performance.

Any adjustments or discretion applied by the Committee willbe disclosed in thefollowing year’s

RemunerationReport.

The Bonus Plan contains clawback and malus provisions.

120 Softcat plc Annual Report and Accounts 2025

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Element of remuneration Long Term Incentive Plan (‘LTIP’)

How it supports the

Company’sshort and

long-termstrategic objectives

The purpose of the LTIP is toincentivise and reward Executive Directors in relation to long-term

performance and achievement of Companystrategy.

This aligns Executive Directors’ interests with the long-term interests of the Company and act as

aretention mechanism.

Operation Awards are normally granted annually to Executive Directors in the form of a conditional share award

or nil-cost option.

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.

The Committee may award dividend equivalents on awards to the extent that awards vest.

Awards are normally subject to a two-year holding period post. The total time period between award

and release of shares is therefore normally five years.

Maximum opportunity The normal maximum award in respect of a financial year is 225% of base salary.

In exceptional circumstances the Committee may grant an award with a maximum of up to 275%

ofsalary.

Across the LTIP award metrics up to 25% of the award will normally vest for threshold performance.

100% of the award will normally vest for maximum performance.

Performance measures LTIP awards maybe based on financial, share price-related or strategic performance measures.

TheCommittee may change the balance of the measures, or use different measures for subsequent

awards, as appropriate.

Details of the performance conditions for each award will normally be disclosed in the Annual Report

on Remuneration for the year ahead.

In exceptional circumstances the Committee retains the discretion to:

• vary, substitute or waive the performance conditions applying to LTIP awards if the Board

considers it appropriate and the new performance conditions are deemed reasonable and are

not materially less difficult to satisfy than the original conditions; and

• make downward or upward adjustments to the amount vesting under the LTIP if the Committee

believes that the outcomes are not a fair and accurate reflection of business performance.

Any adjustments or discretion applied by the Committee will be disclosed in the following year’s

Remuneration Report.

The LTIP contains clawback and malus provisions.

Element of remuneration All employee share plans

How it supports the

Company’sshort and

long-termstrategic objectives

Softcat currently operates a SIP. The SIP is an all-employee share ownership plan which has been

designed to encourage all eligible employees to become shareholders in the Company and thereby

align their interests with shareholders.

Operation The Executive Directors are eligible to participate in the SIP (which is in line with HMRC legislation

and isopen to all eligible staff).

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.

Maximum opportunity The maximums set by legislation from time totime.

Performance measures The Company, in accordance with the legislation, may impose objective conditions on participation

in the SIP foremployees.

Remuneration Committee report continued

Part C – Directors’ remuneration policy continued

Remuneration Policy table continued

Summary of Policy changes continued

Financial statementsGovernanceStrategic report

121Annual Report and Accounts 2025 Softcat plc

Chief Executive Officer (Graham Charlton) Chief Financial Officer (Katy Mecklenburgh)

Element of remuneration Shareholding guidelines

How it supports the

Company’sshort and

long-termstrategic objectives

The Committee has adopted shareholding guidelines that encourage the Executive Directors to build

up, over a five-year period, and then subsequently hold, a shareholding equivalent to a percentage

ofbase salary.

Executive Directors are normally expected to retain all vested share-based awards (net of taxes and

brokerage costs) as part of the build-up towards their respective target (although the Committee

retains the discretion to allow executives to sell shares if appropriate). This policy ensures that the

interests of Executive Directors and those of shareholders are closely aligned.

A post-cessation shareholding requirement also 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. The Committee retains discretion to waive this guideline if is not considered to be

appropriate in the specific circumstance.

Maximum opportunity The following table sets out the minimum shareholdingrequirements:

Role

Shareholding requirement

(% of salary)

Chief Executive Officer 225%

Chief Financial Officer 200%

The Committee retains the discretion to increase the shareholdingrequirements.

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 2026 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.

Minimum In line with

expectations

Maximum Maximum

(including

50% share

price growth)

£’000

Minimum In line with

expectations

Maximum Maximum

(including

50% share

price growth)

£’000

Fixed Bonus LTIP Fixed Bonus LTIP

100% 35%21% 17%

28%

55%

44%

100% 39%24% 20%

29%35%

28%

33%

41%

51%

35%

37%

28%

715

2,065

3,415

4,174

482

1,233

1,984

2,393

1,000

2,000

3,000

4,000

5,000

500

1,000

1,500

2,000

2,500

122 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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 (being

each’s respective maximum

annual award in the first year

of the policy)

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 FY2025 benefits values as per the single figure table. Salaries and pension entitlement reflect expected FY2026 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.

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

Remuneration Committee report continued

Part C – Directors’ remuneration policy continued

Financial statementsGovernanceStrategic report

123Annual Report and Accounts 2025 Softcat plc

Discretion

The Committee has discretion in several areas of the policy as set out in this report.

The Committee may also exercise operational and administrative discretions under relevant plan rules approved by shareholders

as set out in those rules. In addition, the Committee has the discretion to amend policy with regard to minor or administrative

matters where it would be, in the opinion of the Committee, disproportionate to seek or await shareholder approval.

Recruitment policy

The Company’s principle is that the remuneration of any new Executive Director recruited will be assessed in line with the same

principles as for the incumbent Executive Directors, as set out in the Remuneration Policy table above. The Committee is mindful

that it wishes to avoid paying more than it considers necessary to secure a preferred candidate with the appropriate calibre and

experience needed for the role. In setting the remuneration for new recruits, the Committee will have regard to guidelines and

shareholder sentiment regarding one-off or enhanced short-term or long-term incentive payments as well as considering the

appropriateness of any performance measures associated with an award.

The Company’s detailed policy when setting remuneration for the appointment of new Directors is summarised in the table below:

Remuneration element Overview of policy

Salary, benefits andpension

These will be set in line with the policy for existing Executive Directors.

Annual bonus

Maximum annual participation will be set in line with the Company’s policy for existing Executive

Directors and will not exceed 200% of salary.

LTIP

Maximum annual participation will be set in line with the Company’s policy for existing Executive

Directors and will not exceed 275% of salary.

‘Buyout’ of incentives forfeited on

cessation ofemployment

Where an individual forfeits outstanding variable pay opportunities or contractual rights at a

previous employer as a result of appointment, the Committee may offer compensatory payments

or awards, in such form as the Committee considers appropriate, taking into account all relevant

factors including the form of awards, expected value and vesting timeframe of forfeited opportunities.

When determining any such “buyout”, the guiding principle would be that awards would

generally be on a “like for like” basis unless this is considered by the Committee not to be

practical or appropriate.

Maximum variable remuneration

The maximum variable remuneration which may be granted in normal circumstances is 475%

ofsalary.

Where an existing employee is promoted to the Board, the policy set out above would apply from the date of promotion but there

would normally be no retrospective application of the policy in relation to subsisting incentive awards or remuneration arrangements.

Accordingly, prevailing elements of the remuneration package for an existing employee would normally be honoured and form

part of the ongoing remuneration of the person concerned. These would be disclosed to shareholders in the Remuneration

Report for the relevant financial year.

124 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Payment for loss of office

The Committee will honour Executive Directors’ contractual entitlements. Service contracts do not contain liquidated damages

clauses and do not contain a fixed term of appointment. If a contract is to be terminated, the Committee will determine such

mitigation as it considers fair and reasonable in each case. There is no agreement between the Company and its Executive

Directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid.

The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an

existing legal obligation (or by way of damages for breach of such an obligation), or by way of settlement or compromise of any

claim arising in connection with the termination of an Executive Director’s office or employment. The Company may also make

additional payments in connection with the termination of employment, including legal costs, relocation costs and outplacement

fees. The Committee will ensure that such payments are not excessive.

Element Overview of policy

Principles

The Committee will honour Executive Directors’ contractual entitlements.

If a contract is to be terminated, the Committee will determine such mitigation as it considers

fairand reasonable in each case.

Salary, benefits and pension

These will be paid over the notice period. In addition, provision is retained to make a payment

inlieu of notice for any reason the Committee deems fit. Any such payments would normally

besubject to mitigation.

Cash bonus awards

Good leavers: performance conditions will normally be measured at the normal bonus

measurement date. Bonuses will normally be pro-rated for the period worked during the

financial year.

Other leavers: no bonus payable for year of cessation.

Discretion: the Remuneration Committee has the following elements of discretion:

• to determine that an Executive is a good leaver. It is the Committee’s intention to only use this

discretion in circumstances where there is an appropriate business case; and

• to determine whether to pro-rate the bonus to time. The Remuneration Committee’s normal

policyisthat it will pro-rate bonus for time. It is the Committee’s intention to use discretion

tonot pro-rate in circumstances where there is an appropriate business case.

Share bonus awards

Good leavers: all subsisting deferred share awards will normally vest at the end of the original

deferral period.

Other leavers: lapse of any unvested deferred share awards.

Discretion: the Remuneration Committee has the following elements of discretion:

• to determine that an Executive is a good leaver. It is the Remuneration Committee’s intention

to only use this discretion in circumstances where there is an appropriate business case;

• to vest deferred shares at the end of the original deferral period or at the date of cessation.

TheRemuneration Committee will make this determination depending on the type of good

leaver reason resulting in the cessation; and

• to determine whether to pro-rate the maximum number of shares to the time from the date

of grant to the date of cessation. The Remuneration Committee’s normal policy is that it will

not pro-rate awards for time. The Committee will determine whether to pro-rate based on

thecircumstances of the Executive Director’sdeparture.

LTIP

Good leavers: normally pro-rated to time and performance in respect of each subsisting

LTIPaward.

Other leavers: lapse of any unvested LTIP awards.

Discretion: the Remuneration Committee has the following elements of discretion:

• to determine that an Executive is a good leaver. It is the Remuneration Committee’s intention

to only use this discretion in circumstances where there is an appropriate business case;

• to measure performance over the original performance period or at the date of cessation.

The Remuneration Committee will make this determination depending on the type of good

leaver reason resulting in the cessation; and

• to determine whether to pro-rate the maximum number of shares to the time from the date

of grant to the date of cessation. The Remuneration Committee’s normal policy is that it will

pro-rate awards for time. It is the Remuneration Committee’s intention to use discretion to

notpro-rate in circumstances where there is an appropriate business case.

Other contractual obligations

There are no other contractual provisions other than those set out above.

Remuneration Committee report continued

Part C – Directors’ remuneration policy continued

Financial statementsGovernanceStrategic report

125Annual Report and Accounts 2025 Softcat plc

A good leaver reason is defined as cessation in the following circumstances:

• death;

• ill health;

• injury or disability;

• redundancy;

• retirement;

• transfer of employment to a company which is not a Group company; and

• at the discretion of the Committee (as described above) other than in cases of gross misconduct.

Cessation of employment in circumstances other than those set out above is cessation for other reasons.

Change of control

The Committee’s policy on the vesting of incentives on a change of control is summarised below:

Name of incentive plan Change of control Discretion

ABP cash awards

Pro-rated to time and performance to the date

ofthe change of control.

The Committee has discretion regarding whether

topro-rate the bonus to time. It is the Committee’s

intention to use its discretion to not pro-rate in

circumstances only where there is an appropriate

business case.

ABP deferred share awards

Subsisting deferred share awards will vest on

achange of control.

The Committee has discretion regarding whether to

pro-rate the award to time. The Committee’s normal

policy is that it will not pro-rate awards for time. The

Committee will make this determination depending

on the circumstances of the change of control.

LTIP

The number of shares subject to subsisting LTIP

awards will vest on a change of control, subject

toperformance.

The Committee will determine the proportion

oftheLTIP award which vests taking into account

the extent to which any applicable performance

conditions have been satisfied at that time. The

Committee retains the discretion on whether

topro-rate the award for time.

126 Softcat plc Annual Report and Accounts 2025

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Non‑Executive Director remuneration

Element of remuneration

How it supports the

Company’sshort and

long-term strategic objectives Operation Opportunity

Performance

metrics

Non-Executive

Director and

Chair fees

Changes from

previous policy:

none.

Provides a level of fees to

support recruitment and

retention of Non-Executive

Directors and a Chair with

the necessary experience

toadvise and assist

withestablishing and

monitoring the Company’s

strategic objectives.

The Board is responsible for

settingthe remuneration of the

Non-Executive Directors. The

Remuneration Committee is

responsible for setting the

Chair’sfees.

Non-Executive Directors are paid

anannual fee and additional fees

foradditional responsibilities or

timecommitments. For example,

chairing Committees or additional

responsibilities, including but

notlimited to, Designated

Non-Executive Director responsible

for wider workforce engagement.

The Chair does not receive any

additional fees for membership

ofCommittees.

Fees are reviewed annually although

this may not result in an increase.

Non-Executive Directors and the

Chair do not participate in any

variable remuneration arrangements.

Non-Executive Directors and the

Chair 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.

The Company will pay reasonable

expenses incurred by the

Non-Executive Directors and

theChair and may settle any tax

incurred in relation to these.

There is no maximum fee.

Ingeneral, the level of fee

increase for the Non-Executive

Directors and the Chair will

beset taking account of any

change in responsibility and

will take into account the

general rise in salaries across

the UK workforce.

The Company will pay

reasonable expenses incurred

by the Non-Executive Directors

and the Chair and may settle

any tax incurred in relation

tothese.

None.

Statement of considerations of employment conditions elsewhere in the Company

The remuneration policy for all employees is determined in terms of best practice and ensuring that the Company is able

toattract and retain the best people. This principle is followed in the development of our Policy.

The remuneration strategy of the Company has been designed to ensure all employees share in its success through performance-

related remuneration and share ownership. Two remuneration arrangements operate: the LTIP for Executive Directors and for

some members of the senior team and annual bonus deferral for Executive Directors. Awards under both these plans will provide

alignment between senior leaders and our shareholders based on overall corporate performance of the business.

For all employees, the Company operates a SIP. Under the SIP, eligible employees will have the opportunity to purchase shares

inthe Company subject to certain restrictions.

The Company does not use remuneration comparison measurements. The Board has designated a Non-Executive Director

responsible for general workforce engagement. The Chair of the Remuneration Committee has directly engaged with a group

ofemployee representatives to explain how executive remuneration aligns with wider Company pay policy. The engagement

provided useful feedback and further assurance to the Committee that executive remuneration is considered to be well-aligned

with the Company’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 Company’s culture and strategy.

In setting and operating the Policy, the pay and conditions of other employees of the Company are taken into account, including

any base salary increases awarded and any changes in pension and benefits. The Committee is provided with data on the

remuneration structure for management-level tiers below the Executive Directors and uses this information to ensure a fair

andconsistent approach. The Committee is also informed of the proposed remuneration of Softcat’s Company Secretary.

Remuneration Committee report continued

Part C – Directors’ remuneration policy continued

Financial statementsGovernanceStrategic report

127Annual Report and Accounts 2025 Softcat plc

Link to objectives

The following table demonstrates how key objectives are reflected consistently in plans operating at various levels within the

Company and how our incentive schemes support the Company strategy.

Strategic objectives

Plan Purpose Eligibility

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

SIP

To broaden share

ownership and share in

corporate success over

the medium term

All eligible employees

Annual

bonus

Incentivise and reward

short-term performance.

For Executive Directors,

an element of bonus is

deferred in shares subject

to achieving minimum

shareholding targets

Executive Directors,

senior executives, senior

managers and managers

LTIP

Incentivise and reward

long-term performance

Executive Directors and

senior executives

In setting the Remuneration Policy for Directors, the pay and conditions of other employees of the Company 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. 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 a consistent and fair approach.

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 Committee has consulted with major shareholders in advance of the new Remuneration Policy, explaining the rationale for

theproposed changes which will be voted on at the Company’s 2025 AGM. We believe we have obtained significant shareholder

support as a result of the consultations, for which the Committee is grateful. The Committee also consulted with certain proxy

voting advisory bodies, including Institutional Shareholder Services (‘ISS’), the Investment Association and Glass Lewis.

Responses were provided to any questions or comments raised with the Committee.

Historical arrangements

The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising

any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out

above where the terms of the payment were agreed (i) prior to admission on the London Stock Exchange in 2015; (ii) before the

Policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved

directors’ remuneration policy in force at the time they were agreed; or (iii) at a time when the relevant individual was not a

Director of the Company (or other persons to whom the Policy set out above applies) and, in the opinion of the Committee,

thepayment was not in consideration for the individual becoming a Director of the Company or such other person. For these

purposes, “payments” includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares,

the terms of the payment are “agreed” no later than at the time the award is granted. This Policy applies equally to any individual

who is required to be treated as a Director under the applicable regulations.

Policy on external appointments

Executive Directors are permitted to accept appropriate outside non-executive director appointments so long as the overall

commitment is compatible with their duties as Executive Directors and is not thought to interfere with the business of the

Company. Any fees received in respect of these appointments are retained directly by the relevant Executive Director.

Lynne Weedall

Chair of the Remuneration Committee

21 October 2025

128 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Directors’ report

The following is the report of the Directors of the Company for the financial year

ended31July 2025.

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 report on Social Value and in the report on CFD

and Sustainability on pages 32 to 58. 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 70 to 80.

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 report on Social Value on pages 32 to 39.

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 some of the actions taken in response to employee engagement in the Section

172 Statement on pages 26 to 31 of this report, and our approach to diversity in the

report onSocial Value on pages 32 to 39, and in the Nomination Committee Report on

pages 89 to 93.

Business model, policies,

principal risks and KPIs

• We operate a business model which includes non-financial inputs and outputs. Our business

model is underpinned by our straightforward strategy.

• 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 10 and 11 and key risks on pages 59 to 64 and

selected KPIs are reported on pages 20 and 21. Our strategy is discussed in various places

inthe Strategic Report, including pages 16 to 19.

Directors’ Report

The Directors present their report for the year to 31 July 2025.

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.

Financial statementsGovernanceStrategic report

129Annual Report and Accounts 2025 Softcat plc

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 66 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 26 to 31 of this report;

• strategy and relevant future developments – refer to pages 12 to 15 and pages 16 to 19 of the Strategic Report; and

• financial risk management objectives and policies – refer to the ‘Risk management’ section included in the Strategic Report

onpages 59 to 64 and note 23 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 2024, except Vin Murria who retired at the last Annual General Meeting

on9 December 2024:

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

V Murria Independent Non-Executive Director Appointed 3 November 2015. Retired on 9 December 2024.

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 21 October 2025 can be found on pages 68 and 69.

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 2025 are disclosed in the Remuneration Report on

page 109. 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 2025 AGM, all Directors that are eligible 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 2025 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.

130 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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 2025 was 199,946,262

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 2025, the SIP Trust held 116,539

shares (2024: 133,538) awarded to

employees as part of the free share

award, subject to service conditions.

Afurther 505,558 shares (2024: 369,513)

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 (2024: 51,041).

During the year ended 31 July 2025,

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181,801 new ordinary shares.

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18 to the financial statements.

The Company passed the following

resolutions on 9 December 2024:

• an ordinary resolution providing the

Directors with authority to:

(i) allot ordinary shares up to a

maximum nominal amount of

£33,294, 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

£66,588 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 £9,988 (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 £9,988 (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 19,976,649

of the Company’s ordinary shares.

These authorities are due to expire

attheCompany’s AGM to be held on

15December 2025 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. The Directors have

nocurrent intention of exercising the

authority in respect of the purchase

ofthe Company’s own shares, which

issought 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.

Directors’ report continued

Financial statementsGovernanceStrategic report

131Annual Report and Accounts 2025 Softcat plc

Substantial shareholders

The substantial shareholdings in the table below represent those interests notified to the Company as at 31 July 2025 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 2025 As at 21 October 2025

Ordinary

Voting

rights

Ordinary

Voting

rights

Peter Kelly

64,976,058 32.5% 64,976,058 32.5%

Mawer Investment Management Limited 9,946,370 4.9% 9,943,553 4.9%

Capital Group 9,938,753 4.9% 9,938,753 4.9%

Note:

1. The ordinary shares held by Peter Kelly include shares held beneficially via various entities or connected persons.

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

21October 2025, Peter Kelly, the founder

of Softcat plc, held 32.5% 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 as at the

date of this Annual Report.

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 23 to the financial statements.

Research and development

The Group did not carry out any

research and development activities

during the 2025 financial year (2024: £Nil).

Political donations

The Company did not make any political

donations during the 2025 financial

year(2024: £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 2025. 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 report on CFD and

Sustainability, on pages 40 to 58 of the

Strategic Report:

• 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 32 to 59

of the Strategic Report.

132 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

Equality and diversity

The Group operates an equal

opportunities policy which endeavours

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

report on Social Value on page 33.

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 20.4p per ordinary share and

aspecial dividend of 16.1p per ordinary

share to be paid on 16 December 2025

to all ordinary shareholders who were

onthe register of members at the close

of business on 7 November 2025.

Shareholders will be asked to approve

the final and special dividends at the

AGM on 15 December 2025.

The Group’s dividend and distributions

policy is detailed in the Governance

Report on page 77.

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 96 to 127.

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 96 to 127.

Details of any non-pre-emptive issues of equity for cash. Directors’ Report, page 130.

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.

Directors’ report continued

Financial statementsGovernanceStrategic report

133Annual Report and Accounts 2025 Softcat plc

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 2025 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 12-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 15-month period

to 31 October 2026. 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 12 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 68 and 69 and have each

confirmed that:

• so far as he or she is aware, there is

no relevant audit information of which

the Group’s auditor is unaware; and

• he or she has 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.

2025 Annual General Meeting

The Company’s 2025 AGM will

takeplace on 15 December 2025

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

2025 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.

134 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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

68 and 69) 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

21 October 2025

Katy Mecklenburgh

Chief Financial Officer

21 October 2025

The Directors’ Report has been

approved by the Board of Directors

andis signed on its behalf by:

Luke Thomas

Company Secretary

21 October 2025

Directors’ report continued

135Annual Report and Accounts 2025 Softcat plc

Financial statementsGovernanceStrategic 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 2025 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 2025 which comprise:

Group Parent company

Consolidated statement of financial position as at 31 July 2025 Company statement of financial position as at 31 July 2025

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 28 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;

• 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. These forecasts include an assessment of available cash balances given the Company has no external

debtarrangements 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. Due to uncertainty in the economy, we have

focused our work on further sensitivities to the severe but plausible scenario and whether the reverse stress test scenario

isconsidered remote;

136 Softcat plc Annual Report and Accounts 2025

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Independent auditor’s report continued

To the members of Softcat plc

Conclusions relating to going concern continued

• 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 2026;

• assessing the adequacy of the going concern assessment period until 31 October 2026, considering whether any events

orconditions foreseeable after the period indicated a longer review period would be appropriate;

• inquiring 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 2026.

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Oakland Group Services Limited

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 £9.2m 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

Tailoring the scope

In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). 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 Oakland Group Services Limited which was acquired during the period and 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 49

to 52 in the required Task Force On Climate Related Financial Disclosures and on pages 62 to 64 in the principal risks and

uncertainties. They have also explained their climate commitments on pages 54 to 55. 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”.

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.

137Annual Report and Accounts 2025 Softcat plc

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An overview of the scope of the parent company and group audits continued

Climate change continued

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 40 to 44. 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

(2025:£1,458.4m, 2024: £962.6m)

Refer to the Audit and Risk Committee

Report (page 81); Accounting policies

(page 147); and Note 2 of the Group

Financial Statements (page 159 to 160)

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 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;

• Statistical sample of items invoiced within the seven days prior to 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.

138 Softcat plc Annual Report and Accounts 2025

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Independent auditor’s report continued

To the members of Softcat plc

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

(2025: £1,458.4m, 2024: £962.6m)

Refer to the Audit and Risk Committee

Report (page 81); Accounting policies

(page 147); and Note 2 of the

Consolidated Financial Statements

(pages 159 to 160)

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 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.

• 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

139Annual Report and Accounts 2025 Softcat plc

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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 (2025: £17.6m, 2024: £10.3m)

Refer to the Audit and Risk Committee

Report (page 81); Accounting policies

(page 147); and Note 12 of the

Consolidated Financial Statements

(pages 166 to 167)

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 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 practise.

• 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 82% of the balance) against the 31 July 2024 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.

140 Softcat plc Annual Report and Accounts 2025

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Independent auditor’s report continued

To the members of Softcat plc

During the course of our audit, we reassessed initial materiality and it was concluded profit before tax adjusted for acquisition costs

and major system development costs was a more appropriate materiality basis than the prior year basis (profit before tax)

following management implementing a non-underlying items policy to process acquisition costs and other exceptional items

during FY25.

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% (2024: 50%) of our planning materiality, namely £4.6m (2024: £4.0m). 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 £0.46m

(2024:£0.4m), 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 £9.2 million (2024: £7.9 million), which is 5% of profit before tax adjusted for

acquisition costs and major system development costs (2024: 5% of profit before tax). 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 £9.1 million (2024: £7.9 million), which is 5% of Profit before tax adjusted

for acquisition costs and non-recurring system development costs (2024: 5% of profit before tax).

• Profit before tax adjusted for acquisition costs and non-recurring system development costs – £185.2m

• Materiality of £9.2m (5% of materiality basis)

Materiality

• Profit before tax – £178.2m

Starting basis

• Acquisition Costs – £0.7m

• Acquisition – contingent consideration liability – £1.0m

• Major system development costs – £5.3m

Adjustments

141Annual Report and Accounts 2025 Softcat plc

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Other information

The other information comprises the information included in the annual report set out on pages 1 to 134, 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 pages 147 to 149;

• 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 65;

• 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 65;

• Directors’ statement on fair, balanced and understandable set out on page 134;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 59;

• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set

out on page 59; and

• The section describing the work of the Audit and Risk Committee set out on page 81.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 134, 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.

142 Softcat plc Annual Report and Accounts 2025

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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 2018), 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 inquiries 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 2018.

• 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.

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 13 December 2022

to audit the financial statements for the year ending 31 July 2023 and subsequent financial periods.

• The period of total uninterrupted engagement including previous renewals and reappointments is thirteen years, covering

theyears ending 2013 to 2025.

• 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 London

21 October 2025

Independent auditor’s report continued

To the members of Softcat plc

143Annual Report and Accounts 2025 Softcat plc

Financial statementsGovernanceStrategic report

		2025	2024
	Notes	£’000	£’000
Revenue	2	1 ,45 8,4 1 1	96 2, 63 3
Cost of sales		(9 6 4 ,1 3 3)	(5 4 4, 8 80)
Gross profit		494 , 278	41 7, 7 5 3
Administrative expenses		(3 14 ,147)	(263 , 6 89)
Underlying operating profit		18 0 ,1 3 1	15 4 , 0 6 4
Non-underlying costs	1	(7, 2 3 1)	—
Operating profit	3	17 2 , 9 0 0	15 4 , 0 6 4
Finance income	4	7, 3 5 0	5, 778
Finance cost	4	(2 , 0 48)	(4 4 3)
Profit before tax		17 8 , 2 0 2	1 59, 3 9 9
Income tax expense	5	(4 5 ,19 4)	(4 0 , 3 5 5)
Profit for the year		13 3 , 0 0 8	119,044
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		(8 85)	(6 2 0)
Net (loss)/gain on cash flow hedge		(2 6)	514
Total other comprehensive loss		(9 11)	(10 6)
Total comprehensive income for the year		13 2 , 0 9 7	1 1 8,938
Profit attributable to:
Owners of the Parent Company		13 3 , 0 0 8	119,044
Total comprehensive income attributable to:
Owners of the Parent Company		132,097	1 1 8, 938
Earnings per ordinary share (p)
Basic	20	66.6	5 9. 7
Diluted	20	66.2	5 9. 4

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 147 to 183 form part of these consolidated financial statements.

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 July 2025

144 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

		2025	2024
	Notes	£’000	£’000
Non-current assets
Property, plant and equipment	7	16 , 8 9 8	9, 8 3 2
Right-of-use assets	8	3 1, 79 0	10, 0 6 6
Intangible assets and goodwill	9	20, 6 32	11 , 6 0 8
Investments		50	—
Deferred tax asset	17	843	2 , 571
		7 0 , 2 13	34 , 077
Current assets
Inventories	11	151,9 0 1	2 , 916
Trade and other receivables	12	7 13 ,14 9	585, 302
Income tax receivable		1, 7 76	—
Contract fulfilment assets	13	72, 60 6	—
Cash and cash equivalents	16	182,282	158,454
		1,121, 714	74 6 , 6 7 2
Total assets		1,191,9 2 7	7 8 0 , 74 9
Current liabilities
Trade and other payables	14	(471, 4 6 5)	(4 3 0 , 0 8 2)
Contract liabilities	15	(333,206)	(3 1,9 8 0)
Income tax payable		—	(1 ,141)
Lease liabilities	8	(4 , 27 9)	(2, 2 53)
		(808,950)	(465,456)
Non-current liabilities
Contract liabilities	15	(13 , 2 8 4)	(9,1 51)
Lease liabilities	8	(3 0 , 9 11)	(8 ,1 0 5)
		(4 4 ,19 5)	(17, 2 5 6)
Total liabilities		(85 3,14 5)	(4 8 2 , 712)
Net assets		33 8 ,782	2 98 ,0 37
Equity
Issued share capital	19	10 0	10 0
Share premium account		4 ,9 7 9	4 ,97 9
Cash flow hedge reserve		(3 11)	(28 5)
Foreign exchange translation reserve		1, 8 5 3	2,7 38
Retained earnings		3 3 2 ,161	290, 505
Total equity		33 8 ,782	2 98 ,0 37

The notes on pages 147 to 183 form part of these consolidated financial statements.

The financial statements on pages 143 to 146 were approved by the Board of Directors and authorised for issue on 21 October 2025.

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 2025

145Annual Report and Accounts 2025 Softcat plc

Financial statementsGovernanceStrategic report

Equity attributable to owners of the Parent

				Foreign
		Share		exchange
		premium	Cash flow	translation	Retained
	capital	account	hedge reserve	reserve	earnings	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Balance at 1 August 2023	10 0	4 ,9 79	(79 9)	3,35 8	24 3, 8 07	2 51, 4 4 5
Profit for the year	—	—	—	—	119,044	11 9, 0 4 4
Impact of foreign exchange on reserves	—	—	—	(6 2 0)	—	(6 2 0)
Net gain on cash flow hedge	—	—	514	—	—	514
Total comprehensive income/(expense) for the year	—	—	514	(6 2 0)	119 , 0 4 4	1 1 8,9 38
Share-based payment transactions	—	—	—	—	3 , 61 2	3 , 612
Dividends paid	—	—	—	—	(76 , 0 4 8)	(76 , 0 4 8)
Dividend equivalents paid	—	—	—	—	(9 8)	(9 8)
Tax adjustments	—	—	—	—	18 2	18 2
Other	—	—	—	—	6	6
Balance at 31 July 2024	10 0	4 ,9 79	(28 5)	2,73 8	290, 505	2 98 , 037
Profit for the year	—	—	—	—	13 3 , 0 0 8	13 3 , 0 0 8
Impact of foreign exchange on reserves	—	—	—	(8 85)	—	(8 85)
Net loss on cash flow hedge	—	—	(26)	—	—	(26)
Total comprehensive (expense)/income for the year	—	—	(26)	(8 8 5)	13 3 , 0 0 8	13 2 , 0 9 7
Share-based payment transactions	—	—	—	—	4 ,1 8 8	4 ,18 8
Dividends paid	—	—	—	—	(9 5,70 4)	(9 5,70 4)
Dividend equivalents paid	—	—	—	—	(9 5)	(9 5)
Tax adjustments	—	—	—	—	259	2 59
Other	—	—	—	—	—	—
Balance at 31 July 2025	10 0	4 ,97 9	(3 11)	1, 8 5 3	3 3 2 ,161	33 8, 782

The notes on pages 147 to 183 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 2025, 181,801 share options (2024: 244,109) were exercised and new shares were issued to satisfy

this exercise. Proceeds of £Nil (2024: £Nil) were realised from the exercise of these share options.

As at 31 July 2025, the SIP Trust held 116,539 shares (2024: 133,538) awarded to employees as part of the free share award,

subject to service conditions. A further 388,425 shares (2024: 369,513) 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 (2024: 51,041).

Consolidated statement of changes in equity

For the year ended 31 July 2025

146 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

		2025	2024
	Notes	£’000	£’000
Net cash generated from operating activities	21	14 0 , 714	11 5 , 6 0 8
Investing activities
Finance income	4	7, 3 5 0	5,7 78
Acquisition of subsidiaries, net of cash acquired	10	(7, 4 1 7)	—
Acquisition associated costs		(7 22)	—
Purchase of property, plant and equipment	7	(11, 7 8 3)	(1 ,11 5)
Purchase of intangible assets	9	(3,444)	(6 , 0 17)
Net cash used in investing activities		(16 , 0 16)	(1, 3 5 4)
Financing activities
Issue of share capital		—	—
Dividends paid	6	(9 5, 70 4)	(76 , 0 4 8)
Payment of principal portion of lease liabilities	8	(39 5)	(1,9 2 9)
Payment of interest portion of lease liabilities	4,8	(2 , 0 48)	(4 4 3)
Net cash used in financing activities		(9 8 ,1 47)	(78,420)
Net increase in cash and cash equivalents		26 , 5 51	35,83 4
Cash and cash equivalents at beginning of year	16	158 , 4 5 4	12 2 , 6 2 1
Exchange losses on cash and cash equivalents		(2 ,7 23)	(1)
Cash and cash equivalents at end of year	16	182,282	158,454

The notes on pages 147 to 183 form part of these consolidated financial statements.

Consolidated statement of cash flows

For the year ended 31 July 2025

147Annual Report and Accounts 2025 Softcat plc

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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 Pound Sterling and all values are rounded to the nearest thousand

(‘£’000’), except when otherwise stated.

During the year, the Group completed the acquisition of Oakland Group Services Limited and its subsidiary. The financial

statements include the results of the acquired entities from the acquisition date.

The Group applied all standards and interpretations issued by the IASB that were effective as at 1 August 2024. 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 consider 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 all set out in the Strategic Report (see pages 16 to 19) and Chief Financial Officer’s

Review sections (see pages 22 to 25 of this Annual Report). Given the current macro-economic environment and considering the

latest guidance issued by the FRC the Directors have undertaken a fully comprehensive going concern review.

The Group has modelled three scenarios in its assessment of going concern. These are:

• the base case;

• the severe but plausible case; and

• the reverse stress test case.

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 (the going concern

period) until 31 October 2026. All the forecasts reflect the payment of the FY2025 dividend of £73.0m which will be paid in

December 2025 subject to approval at the AGM.

Notes to the consolidated financial statements

For the year ended 31 July 2025

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

148 Softcat plc Annual Report and Accounts 2025

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1 Material accounting policies continued

1.2 Basis of preparation continued

Going concern continued

Liquidity and financing position

At 31 July 2025, the Group held instantly accessible cash and cash equivalents of £182.3m, with net current assets of £312.8m.

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 business with the £90.0m cash floor set by the Board not being breached.

There is a sufficient level of liquidity headroom post-mitigation across the going concern forecast period in base and severe but

plausible scenarios considered and outlined in more detail below.

Challenging economic environment

Management has, in all three scenarios, considered the principal challenges to short-term business performance which are

expected to be:

• an economic downturn in the UK economy, aided by high broad-based inflation and interest rates; and

• a 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 continue to monitor the economic

environment and organise operations accordingly.

Base case

The base case, which was approved by the Board in October 2025, takes into account the FY2026 budget process which includes

estimated growth and increased cost across the going concern period and is consistent with the actual trading experience

through to September 2026. The key inputs and assumptions in the base case include:

• continued GII growth;

• rebate income continues to be received in proportion to cost of sales as in FY2025;

• employee commissions are incurred in line with the gross margin; and

• increased levels of cost to reflect continued investment in our people and the business’ IT infrastructure.

The Group has taken a measured approach to the base case and has balanced the expected trading conditions with available

opportunities in an increasingly resilient area of customer spend, which is supported by the current financial position. In making

our forecasts we balanced our customer needs alongside employee welfare. Year to date trading to the end of September 2025

is consistent with the base case forecast.

Severe but plausible case

Given the current economic challenges facing our customer base and supply chain, we have modelled a severe but plausible

scenario. In this case we have modelled a decline in revenue, versus the base case, which is below any recent historic trend or

recent event. Further impacts of this scenario such as reduced margins and greater credit losses have also been considered.

The key inputs and assumptions, compared to the base case, include:

• an average 5% reduction in revenue;

• reduced gross profit margins of 0.5% in the period;

• additional bad debt write offs of £4.8m across the forecast period;

• an average 5% reduction in rebates;

• extending the debtor days from historic levels achieved and no change to historic supplier payment days by an additional

three days;

• paying a reduced interim dividend in line with lower profitability but still within the range set out in the dividend policy; and

• commission cost adjusted downwards in line with reduced profitability and cost of sales, but at the same percentage rates as

in the base case.

The purpose of this scenario was to consider if there was a significant risk that the Group and Company would move to being cash

negative 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. Despite this,

management has modelled further cost saving and working capital action (see mitigating actions) that will enable the Group to

mitigate the impact of reduced cash generation further and achieve the Board’s desired minimum cash position, should this

scenario occur. The Directors are confident that they can implement these actions if required.

Financial statementsGovernanceStrategic report

149Annual Report and Accounts 2025 Softcat plc

1 Material accounting policies continued

1.2 Basis of preparation continued

Going concern continued

Mitigating actions

There are several potential management actions that have not been included in the severe but plausible forecast, including

significant cost reduction measures and additional annual working capital savings. The actions, which if implemented would

offset the reduced activity, include:

• savings in discretionary areas of spend;

• delayed payment to suppliers foregoing early settlement discount; and

• short-term supplier payment management.

The mitigations are deemed achievable and reasonable as the Group benefits from a flexible business model with a high

proportion of costs linked to performance.

Reverse stress test

The Directors have performed an analysis of each variable used in the severe but plausible case that would, standalone, trigger

a threat to the going concern status of the business. This reverse stress testing goes beyond what is considered in the severe but

plausible scenario to understand the limits of the business model and does not incorporate any mitigating actions.

Before a negative cash balance within the going concern period is likely, the following key inputs and assumptions, compared

to the base case, would be required:

• a reduction in sales of 90%;

• a reduction in gross margin of 8%; and

• extending the debtor days by an additional eight days.

The Board considers the forecasts and assumptions used in the reverse stress tests, as well as the events that could lead to them,

to be remote.

Going concern conclusion

Based on the forecast and the scenarios modelled, together with the performance of the Group and Company to date, the

Directors consider that the Group and Company have sufficient liquidity headroom to continue in operational existence for the

twelve-month period from the date of this report (the going concern period) until 31 October 2026. Accordingly, at the October 2025

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 2025.

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.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

150 Softcat plc Annual Report and Accounts 2025

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1 Material accounting policies continued

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 1 Presentation of financial statements: non-current liabilities with covenants.

• Amendments to IFRS 16 Lease liability in a sale and leaseback.

• Amendments to IAS 7 and IFRS 7 Supplier finance arrangements.

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 Lack of Exchangeability.

• 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.

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.

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151Annual Report and Accounts 2025 Softcat plc

1 Material accounting policies continued

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.

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 licencing confirmation, to the

customer. At this point Softcat has satisfied its performance obligations. Payment is generally due 30 days from the invoice date.

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.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

152 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

1 Material accounting policies continued

1.5 Revenue recognition continued

Principal versus agent continued

Service revenue continued

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.

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 15.

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.

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153Annual Report and Accounts 2025 Softcat plc

1 Material accounting policies continued

1.6 Cost of sales continued

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 and suppliers for the prompt settlement of

invoices. Softcat recognises these discounts in cost of sales as they are considered to be a reduction in the cost of goods sold.

1.7 Rebates

Rebates from suppliers 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

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

154 Softcat plc Annual Report and Accounts 2025

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1 Material accounting policies continued

1.10 Intangible assets continued

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.

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.

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155Annual Report and Accounts 2025 Softcat plc

1 Material accounting policies continued

1.13 Leases continued

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.

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 acts 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.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

156 Softcat plc Annual Report and Accounts 2025

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1 Material accounting policies continued

1.15 Financial instruments continued

Derecognised financial instruments continued

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.

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.

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 2024 and 31 July 2025.

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’)

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.

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157Annual Report and Accounts 2025 Softcat plc

1 Material accounting policies continued

1.20 Share-based payments continued

Share Incentive Plan (‘SIP’) continued

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.

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.

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 96.

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. 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.

		2025	2024
	Notes	£’000	£’000
Non-underlying costs
Acquisition costs	10	722	—
Acquisition – contingent consideration liability	26	1,026	—
Acquisition – amortisation of acquired intangibles	9	214	—
Major system development costs		5,269	—
Total		7,231	—

Acquisition costs are professional and advisory fees related to the acquisition.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

158 Softcat plc Annual Report and Accounts 2025

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1 Material accounting policies continued

1.21 Adjusted Performance Measures continued

Acquisition – contingent consideration liability comprises 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. Acquisition –

amortisation of acquired intangibles comprises the amortisation on 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 order

system, neither of which meet the criteria for capitalisation under IAS 38.

A reconciliation between operating profit and underlying operating profit for the year is provided below:

	2025	2024
	£’000	£’000
Operating profit	172,900	154,064
Non-underlying costs	7,231	—
Underlying operating profit	180,131	154,064

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.

In the year ended July 31 2024 the cash conversion ratio did not incorporate underlying costs, acquisition cash flows and deferred

consideration cash flows; however, as these were £Nil no prior year restatement is required.

A reconciliation to the adjusted measure for underlying cash conversion is provided below:

		2025	2024
	Notes	£’000	£’000
Net cash generated from operating activities	21	140,714	115, 60 8
Income taxes paid	21	46,775	39,226
Cash generated from operations		187,489	154,834
Purchase of property, plant and equipment	7	(11,783)	(1,115)
Purchase of intangible assets	9	(3,444)	(6,017)
Cash generated from operations, net of capital expenditure		172,262	147,702
Underlying operating profit		180,131	154,064
Cash conversion ratio		95.6%	95.9%

Net cash generated from operating activities includes £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 £7.4m and acquisition fees

of £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.

	2025	2024
	p	p
Underlying earnings per share
Underlying basic earnings per ordinary share (pence)	69.5	59.7
Underlying diluted earnings per ordinary share (pence)	69.1	59.4

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

	2025		2024
	£’000		£’000
Earnings
Earnings for the purposes of earnings per share, being profit for the year	133,008	119,04	4
Non-underlying costs	7,231		—
Tax effect of non-underlying costs	(1,371)		—
Underlying earnings for the purposes of earnings per share, being profit for the year	138,868		119,044

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

	2025	2024
The weighted average number of shares is given below:	’000	’000
Number of shares used for basic earnings per share	199,690	199,490
Number of shares expected to be issued at nil consideration following exercise of share options	1,163	1,026
Number of shares used for diluted earnings per share	200,853	200,516

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159Annual Report and Accounts 2025 Softcat plc

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:

	2025	2024
Revenue by type:	£’000	£’000
Software	227,242	213,520
Hardware	985,724	561,238
Services	245,445	187,875
	1,458,411	962,633

	2025	2024
Gross invoiced income by type:	£’000	£’000
Software	2,074,532	1, 8 07, 468
Hardware	992,184	568,450
Services	550,243	476,233
	3,616,959	2,852,151

Revenue and gross invoiced income can also be disaggregated by type of business

	2025	2024
Revenue by type of business:	£’000	£’000
Small and medium	914,190	473,985
Enterprise	318,380	298,434
Public sector	225,841	190,214
	1,458,411	962,633

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.

	2025	2024
Gross invoiced income by type of business:	£’000	£’000
Small and medium	1,730,301	1,157,0 07
Enterprise	675,629	597, 320
Public sector	1,211,029	1,097,824
	3,616,959	2,852,151

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.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

160 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

2 Segmental information continued

	2025	2024
	£’000	£’000
Gross invoiced income	3,616,959	2,852,151
Income to be recognised as agent under IFRS 15	(2,158,548)	(1,889,518)
Revenue	1,458,411	962,633

The total revenue for the Group for the year has been derived from its principal activity as an IT reseller.

During the period there was one direct customer (2024: none) 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 FY2025 was

£326.7m. The revenues related to this direct customer were predominantly derived within the US subsidiary of the Group.

Substantially all of the remaining revenue relates to trading undertaken in the United Kingdom.

3 Operating profit

	2025	2024
Operating profit is stated after charging/(crediting):	£’000	£’000
Depreciation of property, plant and equipment	3,117	2,631
Depreciation of right-of-use assets	3,818	2,429
Amortisation of intangible assets	3,551	1,564
Low-value asset and short-term lease expense	297	57
Foreign exchange loss/(gain)	5,115	(757)
Inventories expensed in the year	856,418	457,426
Movement in trade receivables provision as potentially uncollectable, recovered or written off during the year	1,328	(798)
Auditor’s remuneration
Fees payable for the audit of the Company’s annual accounts and consolidated annual statements	759	759
Fees payable for audit-related services	—	—
Total for statutory audit services	759	759
Fees payable for the half-year review of the condensed financial statements	50	45
Total for non-audit-related services	50	45

For details on employee numbers and employee costs, please see note 26.

4 Finance income and finance cost

	2025	2024
	£’000	£’000
Bank interest income	7, 350	5,778
Lease liability interest cost	(2,048)	(443)

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161Annual Report and Accounts 2025 Softcat plc

5 Income tax

The major components of the income tax expense for the years ended 31 July 2025 and 31 July 2024 are:

	2025	2024
	£’000	£’000
Consolidated statement of profit or loss
Current income tax charge in the year	44,142	40,338
Adjustment in respect of current income tax of previous years	(332)	(465)
Foreign tax relief/other relief	(381)	(39)
Foreign tax suffered	436	123
Total current income tax charge	43,865	39,957
Deferred tax
Current year	1,054	(49)
Adjustments in respect of prior periods	275	447
Deferred tax charge	1,329	398
Total tax charge	45,194	40,355
Reconciliation of total tax charge
Reconciliation of tax expense and accounting profit multiplied by the Group’s domestic tax rate for 2025
and 2024:
Profit on ordinary activities before taxation	178,202	159,399
Profit on ordinary activities before taxation multiplied by the standard rate of UK corporation tax
of 25% (2024: 25%)	44,551	39,850
Effects of:
Non-deductible expenses	637	399
Adjustment to previous periods	(57)	(19)
Effects of overseas tax rates	28	69
Share options	41	56
Other differences	(6)	—
	643	505
Income tax charge reported in profit or loss	45,194	40,355

In the year ended 31 July 2025, £65,090 (2024: £211,310) of current tax was credited to equity and £193,592 (2024: £29,020 debit)

of deferred tax was credited to equity.

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate

of 15% for large groups for financial years beginning on or after 31 December 2023.

Based on an initial analysis, the Group expects that all of its territories will qualify for the safe harbours, with the exception of

Ireland. Although Ireland is not expected to fall within the safe harbour thresholds, the Group does not anticipate any top-up tax

to arise in that jurisdiction as the branch profits are fully taxed in the UK.

The Group continues to monitor developments in the implementation of Pillar Two and will update its assessment as further

guidance and legislation become available.

6 Dividends

	2025	2024
	£’000	£’000
Declared and paid during the year
Special dividend on ordinary shares (20.9p per share (2024: 12.6p))	41,752	25,113
Final dividend on ordinary shares (18.1p per share (2024: 17.0p))	36,158	33,965
Interim dividend on ordinary shares (8.9p per share (2024: 8.5p))	17,794	16,970
	95,704	76,048

A final dividend of 20.4p per share has been recommended by the Directors and if approved by shareholders will be paid on

16 December 2025. The final ordinary dividend will be payable to shareholders whose names are on the register at the close of

business on 7 November 2025. Shares in the Company will be quoted ex-dividend on 6 November 2025. The last day for dividend

reinvestment plan (‘DRIP’) elections is 25 November 2025.

In line with the Group’s stated intention to return excess cash to shareholders, a further special dividend payment of 16.1p has

been proposed. If approved this will also be paid on 16 December 2025 alongside the final ordinary dividend.

The Board recommends the final and special dividend for shareholders’ approval.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

162 Softcat plc Annual Report and Accounts 2025

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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 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 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 65 and pages 147 to 149 respectively.

7 Property, plant and equipment

		Freehold			Fixtures,
		land and	Building	Computer	fittings and	Motor
		buildings	improvements	equipment	equipment	vehicles	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000
Cost
At 1 August 2023		2,817	9,026	2,264	5,331	773	20, 211
Additions		556	34	315	210	—	1,115
Disposals		—	—	—	—	(103)	(103)
At 31 July 2024		3,373	9,060	2,579	5,541	670	21,223
Additions		16	8,146	1,830	1,791	—	11,783
Acquired through business combinations	10	—	—	30	55	—	85
Disposals		—	(1,318)	(4)	(717)	(47)	(2,086)
At 31 July 2025		3,389	15,888	4,435	6,670	623	31,005
Depreciation
At 1 August 2023		281	4,226	1,649	2,500	207	8,863
Disposals		—	—	—	—	(103)	(103)
Charge for the year		46	1,143	488	743	211	2,631
At 31 July 2024		327	5,369	2,137	3,243	315	11, 391
Disposals		—	(1,171)	(4)	(479)	(47)	(1,701)
Impairment charge		1,300	—	—	—	—	1,300
Charge for the year		98	1,527	559	734	199	3,117
At 31 July 2025		1,725	5,725	2,692	3,498	467	14,107
Net book value
At 31 July 2025		1,664	10,163	1,743	3,172	156	16,898
At 31 July 2024		3,046	3,691	442	2,298	355	9,832

Additions to Building improvements, Computer equipment, and Fixtures, fittings and equipment related to the new office fit outs

in the year.

Freehold land amounting to £1.4m (2024: £1.4m) has not been depreciated.

An impairment charge of £1.3m has been recognised against the freehold office building to reflect current market value.

There is no material difference between the carrying and fair value of the underlying assets as at both 31 July 2025 and 31 July 2024.

Clydesdale Bank Plc holds a fixed and floating charge over the assets acquired through business combinations, being that of

Oakland Group Services Limited, in respect of secured liabilities/debenture (2024: no assets were subject to restrictions on title

or were pledged as security for liabilities).

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163Annual Report and Accounts 2025 Softcat plc

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:

		2025	2024
	Note	£’000	£’000
Opening right-of-use asset as at 1 August		10,066	9,969
Lease additions and modifications		27,607	2,526
Acquired through business combinations	10	1,133	—
Disposals		(3,198)	—
Depreciation		(3,818)	(2,429)
Closing right-of-use asset as at 31 July		31,790	10,066

The weighted average incremental borrowing rate as used for the period is 4.8% (2024: 3.8%)

Set out below are the carrying amounts of lease liabilities included under current and non-current liabilities and the movements

during the period:

		2025	2024
	Note	£’000	£’000
Opening lease liability as at 1 August		10,358	9,761
Lease additions and modifications		27,607	2,526
Acquired through business combinations	10	1,133	—
Disposals		(3,513)	—
Accretion of interest		2,048	443
Payments		(2,443)	(2,372)
Closing lease liability as at 31 July		35,190	10,358
Split as:
Short term		4,279	2,253
Long term		30,911	8,105

Lease additions in the year related to new property and electric vehicle leases.

Lease disposals in the year related to the exit of a property lease.

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 2025, 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 (2024: £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 £297,485 (2024: £56,811).

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

164 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

9 Intangible assets

					Software
			Customer		under	Computer
		Goodwill	relationships	Brands	development	software	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000
Cost
At 1 August 2023		—	—	—	—	9,757	9,757
Additions		—	—	—	3,804	2,213	6,017
At 31 July 2024		—	—	—	3,804	11,970	15,774
Additions		—	—	—	671	2,773	3,444
Acquired through business combinations	10	6,730	1,900	501	—	—	9,131
Reclassifications		—	—	—	(3,804)	3,804	—
Disposals		—	—	—	—	(488)	(488)
At 31 July 2025		6,730	1,900	501	671	18,059	27, 861
Amortisation
At 1 August 2023		—	—	—	—	2,602	2,602
Charge for the year		—	—	—	—	1,564	1,564
At 31 July 2024		—	—	—	—	4,166	4,166
Charge for the year		—	158	56	—	3,337	3,551
Disposals		—	—	—	—	(488)	(488)
At 31 July 2025		—	158	56	—	7,015	7,229
Net book value
At 31 July 2025		6,730	1,742	445	671	11,044	20,632
At 31 July 2024		—	—	—	3,804	7,804	11,60	8

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.

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 £5.3m (2024: £6.1m). The remaining useful economic life is four 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:

	Long-term
	growth rate	Discount rate
Oakland	2.0%	12.5%

For the year ended 31 July 2025, 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 period:

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.

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165Annual Report and Accounts 2025 Softcat plc

10 Business combinations continued

Acquisitions in the period: continued

The details of the business combination are as follows:

	2025
Fair value of consideration transferred	£’000
Amount settled in cash	7,998
Fair value of contingent consideration	1,450
Total	9,448
Acquisition costs charged to expenses	722

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	£’000
Non-current assets
Property, plant and equipment	7	85
Right-of-use assets	8	1,133
Intangible assets	9	2,400
Investments		50
		3,668
Current assets
Trade and other receivables	12	2,015
Income tax receivable		21
Cash and cash equivalents	16	581
		2,617
Total assets		6,285
Current liabilities
Trade and other payables	13	(1,764)
Lease liabilities	8	(272)
		(2,036)
Non-current liabilities
Deferred tax liability	17	(671)
Lease liabilities	8	(861)
		(1,532)
Total liabilities		(3,568)
Total identifiable net assets at fair value		2,717
Goodwill on acquisition		6,731
Consideration transferred settled in cash		(7,998)
Cash and cash equivalents acquired		581
Net cash outflow on acquisition		(7,417)

Consideration transferred

The acquisition of Oakland Group Services Limited was settled in cash amounting to £8.0m. 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, of £1.5m, 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 of £1.0m, therefore not classified as consideration transferred under

IFRS 3, is disclosed as other employment costs (Note 26).

As at 31 July 2025, there have been no changes in the estimate of the probable cash outflow. Acquisition-related costs amounting

to £0.7m are not included as part of consideration transferred and have been recognised as an expense in the Consolidated

statement of profit or loss and other comprehensive income, as part of administrative expenses.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

166 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

10 Business combinations continued

Acquisitions in the period: continued

Consideration transferred continued

In the post-acquisition period Oakland has contributed £1.8m to revenue and £0.3m to loss before tax to the Group results before

amortisation of acquired intangibles. If acquired on 1 August 2024 Oakland would have contributed net revenue of £7.1m and loss

before tax of £1.0m to the Group results before amortisation of acquired intangibles.

Identifiable net assets

The fair value of the trade and other receivables acquired as part of the business combination amounted to £2.0m. As of the

acquisition date, the Group’s best estimate of the contractual cash flow not expected to be collected amounted to £0.01m.

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

	2025	2024
	£’000	£’000
Finished goods and goods for resale	151,901	2,916

The increase in inventories at the period end is predominantly driven by stock held and in transit for a specific customer order yet

to be delivered. As control of the goods has not passed to the customer at the period end, the revenue and cost of sale have not

been recognised.

The amount of any write down of inventory recognised as an expense in the year was £Nil (2024: £Nil).

12 Trade and other receivables

	2025	2024
	£’000	£’000
Trade receivables	547, 398	504,488
Provision against receivables	(4,450)	(3,122)
Net trade receivables	542,948	501,366
Unbilled receivables	59,412	40,487
Prepayments	10,336	6,982
Accrued income	17, 579	10,279
Deferred costs	82,874	26,188
	713,149	585,302

The increase in deferred costs is predominantly driven by a specific order where Softcat have settled the purchase invoice, the

supplier has not yet shipped the goods and Softcat have not yet fulfilled their contractual obligation to the customer at the period

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
	2025	provision	Net	2024	provision	Net
	£’000	£’000	£’000	£’000	£’000	£’000
Current	425,787	(2,319)	423,468	396,096	(1,691)	394,405
0–30 days	82,482	(686)	81,796	65,936	(416)	65,520
31–60 days	18,637	(155)	18,482	18,255	(127)	18,128
61–90 days	7,939	(298)	7, 641	12,954	(152)	12,802
Over 90 days	12,553	(992)	11,561	11,247	(736)	10, 511
Total due	547, 398	(4,450)	542,948	504,488	(3,122)	501,366

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 23.

Movement in the provision for trade receivables was as follows:

	2025	2024
	£’000	£’000
Balance at beginning of year	3,122	3,920
Increase for trade receivables regarded as potentially uncollectable	3,064	1,193
Decrease in provision for trade receivables recovered, or written off, during the year	(1,736)	(1,991)
Balance at end of year	4,450	3,122

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167Annual Report and Accounts 2025 Softcat plc

12 Trade and other receivables continued

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 2025	£’000	£’000	£’000	£’000	£’000	£’000
Expected credit loss rate	0.54%	0.83%	0.83%	3.75%	7.90%	0.81%
Estimated total gross carrying amount at default	425,787	82,482	18,637	7,939	12,553	547, 398
Expected credit loss	(2,319)	(686)	(155)	(298)	(992)	(4,450)

	Current	<30 days	31–60 days	61–90 days	>91 days	Total
31 July 2024	£’000	£’000	£’000	£’000	£’000	£’000
Expected credit loss rate	0.43%	0.63%	0.69%	1.17%	6.54%	0.62%
Estimated total gross carrying amount at default	396,096	65,936	18,255	12,954	11, 247	504,488
Expected credit loss	(1,691)	(416)	(127)	(152)	(736)	(3,122)

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 23 for details on how the Group approaches its exposure to

credit risk.

13 Contract fulfilment assets

	2025	2024
	£’000	£’000
Contract fulfilment assets	72,606	—

The increase in contract fulfilment assets at the period end is driven by a specific order where Softcat have delivered goods to the

customer but have not yet met the revenue recognition criteria under IFRS 15.

14 Trade and other payables

	2025	2024
	£’000	£’000
Trade payables	285,893	290,869
Other taxes and social security	20,814	17, 0 09
Accruals	163,989	121,919
Other creditors	769	285
	471,465	430,082

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

15 Contract liabilities

	2025	2024
	£’000	£’000
Deferred income	346,490	41,131

Deferred income is split as follows:

	2025	2024
	£’000	£’000
Short-term deferred income	333,206	31,980
Long-term deferred income	13,284	9,151
	346,490	41,131

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. Of this balance the majority relates

to a single customer advance. During the current year, £32.0m (2024: £23.9m) has been recognised in revenue resulting from these

contract liabilities existing as at 31 July 2024. As at 31 July 2025, £337.3m remains on the Consolidated statement of financial position

as a contract liability resulting from transactions arising from the year to 31 July 2025. Softcat expects that £333.2m of the balance

as at 31 July 2025 will be released in FY2026 with the balance released within two to five years of the end of FY2025.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

168 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

16 Cash and cash equivalents

	2025	2024
	£’000	£’000
Cash at bank and in hand	182,282	158,454

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.

17 Deferred tax

The deferred tax asset is made up as follows:

	2025	2024
	£’000	£’000
Accelerated capital allowances	(2,134)	(572)
Share-based payments	2,676	2,231
Other temporary differences	833	912
Intangibles acquired in the year	(532)	—
Deferred tax assets	843	2,571

	2025	2024
	£’000	£’000
Reconciliation of deferred tax asset
Balance at beginning of year	2,571	2,997
Adjustment in respect of prior years	(275)	(446)
Profit and loss account	(1,054)	49
Credit/(charge) to equity	194	(29)
Movement arising from the acquisition of business	(593)	—
Balance at end of year	843	2,571

The Group recognises all deferred tax movements in the year within the income statement, except for £193,592 charged (2024:

£29,020 debited) 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.

		2025			2024
	Income			Income
	statement	SOCIE	Total	statement	SOCIE	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Current tax
Movement in respect of prior years	(332)	—	(332)	(465)	—	(465)
Movement in respect of current year	44,197	(65)	44,132	40,422	(211)	40, 211
Total current tax	43,865	(65)	43,800	39,957	(211)	39,746
Deferred tax
Movement in respect of prior years	275	—	275	—	—	—
Movement in respect of current year:
Share options	(252)	(194)	(446)	(291)	29	(262)
Fixed assets	1,279	—	1,279	260	—	260
Other temporary differences	27	—	27	429	—	429
Total deferred tax	1,329	(194)	1,135	398	29	427
Total tax	45,194	(259)	44,935	40,355	(182)	40,173

Financial statementsGovernanceStrategic report

169Annual Report and Accounts 2025 Softcat plc

18 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 £1.1m (2024: £0.9m) were outstanding.

	2025	2024
	£’000	£’000
Contributions payable by the Group for the year	4,971	4,422

19 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.

			2025	2024
			£’000	£’000
Allotted and called up 199,946,262	(2024: 199,764,461) ordinary shares of 0.05p each		100	100
18,933	(2024:	18,933) deferred shares of 1p each	—	—
			100	100

Note:

At 31 July 2025 deferred shares had an aggregate nominal value of £189.33 (2024: £189.33).

In the year ended 31 July 2025, 146,211 (2024: 216,014) new ordinary shares were issued to satisfy the exercise of share options

and 35,590 ordinary shares (2024: 28,095) were issued to satisfy exercises under the Deferred Share Bonus Plan.

No issued ordinary shares of 0.05p each were unpaid at 31 July 2025 (2024: £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 2025, the SIP Trust returned £Nil (2024: £Nil) to the Group through share recycling.

20 Earnings per share

	2025	2024
	p	p
Earnings per share
Basic	66.6	59.7
Diluted	66.2	59.4

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

	2025		2024
	£’000		£’000
Earnings
Earnings for the purposes of earnings per share, being profit for the year	133,008	119,04	4

The weighted average number of shares is given below:

	2025	2024
	’000	’000
Number of shares used for basic earnings per share	199,690	199,490
Number of shares expected to be issued at nil consideration following exercise of share options	1,163	1,026
Number of shares used for diluted earnings per share	200,853	200,516

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

170 Softcat plc Annual Report and Accounts 2025

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21 Notes to the Consolidated statement of cash flows

Reconciliation of operating profit to net cash inflow from operating activities

	2025	2024
	£’000	£’000
Operating profit	172,900	154,064
Depreciation of property, plant and equipment	3,117	2,631
Depreciation of right-of-use assets	3,818	2,429
Amortisation of intangibles	3,551	1,564
Impairment of property, plant and equipment	1,300	—
Loss on disposal of property, plant and equipment	385	—
Gain on disposal of right-of-use assets	(314)	—
Dividend equivalents paid	(95)	(98)
Acquisition associated costs	722	—
Loss on foreign exchange	2,723	—
Cost of equity-settled employee share schemes	4,188	3,612
Operating cash flow before movements in working capital	192,295	164,202
(Increase)/decrease in inventory	(148,985)	675
Increase in trade and other receivables and contract fulfilment assets	(199,324)	(95, 261)
Increase in trade and other payables and contract liabilities	343,503	85,218
Cash generated from operations	187, 489	154,834
Income taxes paid	(46,775)	(39,226)
Net cash from operating activities	140,714	115,60	8

22 Financial commitments

Guarantees

As at the reporting date, Softcat plc has a class guarantee facility of £Nil (2024: £Nil) with HSBC UK Bank plc.

23 Financial instruments and financial risk management

The Group’s principal financial liabilities comprise trade and other payables and lease 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 and cash that derive directly from its operations.

Financial assets

The financial assets of the Group were as follows:

	2025	2024
	£’000	£’000
Cash at bank and in hand	182,282	158,454
Trade and other receivables	619,939	552,132
	802,221	710,586

The Directors consider that the carrying amount for all financial assets approximates to their fair value.

Financial liabilities

The financial liabilities of the Group were as follows:

	2025	2024
	£’000	£’000
Trade payables	(285,893)	(290,869)
Accruals	(163,989)	(121,919)
Lease liabilities	(35,190)	(10,358)
	(485,072)	(423,146)

The Directors consider that the carrying amount of financial liabilities (excluding lease liabilities) approximates to their fair value.

Financial statementsGovernanceStrategic report

171Annual Report and Accounts 2025 Softcat plc

23 Financial instruments and financial risk management continued

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 and no facilities were entered.

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 currency risk most typically when a vendor purchase invoice is denominated in a different

currency to that of the customer invoice. The most common example is where the vendor invoices are denominated in USD and

the customer invoice is denominated in GBP. For individual, large transactions, forward contracts are taken out to hedge the

risk arising from this exposure. However, Group-wide the majority of transactions are still invoiced by suppliers and invoiced to

customers in the same currency, including our multinational business. The level of foreign currency transactions is monitored

closely to ensure that the level of exposure is manageable.

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:

	2025		2024
	USD	EUR	USD	EUR
	£’000	£’000	£’000	£’000
Trade receivables	52,543	16,258	72,276	12,208
Cash and cash equivalents	25,943	1,857	41,627	5,112
Trade payables	(87,120)	(10,734)	(78,231)	(7, 076)
	(8,634)	7,381	35,672	10,244

The following table demonstrates the profit before tax sensitivity to possible changes in currency exchange rates with GBP, all

other variables held constant.

	2025		2024
	USD	EUR	USD	EUR
	£’000	£’000	£’000	£’000
5% increase in rate	411	(351)	(1,699)	(488)
5% decrease in rate	(454)	388	1,877	539

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.

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 2025, the Group had 897 customer accounts (2024: 800 customers)

that owed the Group more than £100,000 each. These accounts accounted for approximately 8% (2024: 8%) of the total number of

receivable accounts and 80% (2024: 77%) of the total value of amounts receivable. There were 70 customers (2024: 74 customers)

with balances greater than £1,000,000 accounting for approximately 1% (2024: 1%) of the total number of receivable accounts and

36% (2024: 40%) of the total value of amounts receivable. There were 2 customers (2024: 4 customers) with balances greater than

£10,000,000 accounting for approximately 0.02% (2024: 0.04%) of the total number of receivable accounts and 6% (2024: 11%)

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.

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

172 Softcat plc Annual Report and Accounts 2025

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23 Financial instruments and financial risk management continued

Financial risk management continued

Trade receivables continued

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 2025, no more than 3.3% (2024: 3.8%) 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 least one grade 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
	£’000	£’000	£’000	£’000	£’000
2025
Trade payables	(285,893)	—	—	—	(285,893)
Accruals	(163,989)	—	—	—	(163,989)
Lease liabilities	(4,279)	(4,324)	(12,239)	(24,654)	(45,496)
	(454,161)	(4,324)	(12,239)	(24,654)	(495,378)
2024
Trade payables	(290,869)	—	—	—	(290,869)
Accruals	(121,919)	—	—	—	(121,919)
Lease liabilities	(2,253)	(2,132)	(4,950)	(2,207)	(11, 542)
	(415,041)	(2,132)	(4,950)	(2,207)	(424,330)

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.

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.

24 Capital commitments

At 31 July 2025, the Group had £Nil capital commitments (2024: £Nil).

Financial statementsGovernanceStrategic report

173Annual Report and Accounts 2025 Softcat plc

25 Directors’ remuneration

	2025	2024
	£’000	£’000
Remuneration for qualifying services	2,919	2,486
Company pension contributions to defined contribution schemes	26	50
	2,945	2,536

During the year ended 31 July 2025, the Directors of the Group were awarded a total of 90,570 LTIP shares (2024: 113,461) at

an average exercise price of £Nil (2024: £Nil) and 31,593 shares (2024: 18,632) under the FY2017 Deferred Share Bonus Plan.

The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to two

(2024: two). The number of Directors who are entitled to receive shares under long-term incentive schemes during the year

was two (2024: two).

Gains on share options exercised in the year were £1,334,398 (2024: £1,120,841).

Share-based payment charges include £838,132 (2024: £1,322,926) in respect of Directors.

For further information on Directors’ remuneration, please also see pages 96 to 127.

26 Employees

Number of employees

The average monthly number of employees (including Directors) during the year was:

	2025	2024
	Number	Number
Sales	1,751	1,658
Services	436	389
Administration	452	412
	2 ,6 39	2,459

Employment costs

	2025	2024
	£’000	£’000
Salaries, commissions and bonus	207,109	180,849
Social security costs	26,890	22,024
Other pension costs	4,971	4,422
Other employment costs	1,026	—
Employment costs – subtotal	239,996	207,295
Share option charge	4,188	3,612
Total employment costs including share option charge	244,184	210,907

Other Employment costs include £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.

27 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:

	2025	2024
	£’000	£’000
LTIP	4,188	3,612
Share option charge	4,188	3,612
Employer’s National Insurance contributions payable on all plans	878	820
Share option charge including employer’s National Insurance	5,066	4,432

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.

174 Softcat plc Annual Report and Accounts 2025

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27 Share option schemes continued

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 96.

During the year, 90,570 (2024: 113,461) 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 £1,151,683 (2024: £1,060,633).

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 2025		31 July 2024
	EPS	TSR	EPS	TSR
Proportion of LTIP award	60%	40%	60%	40%
Share price at grant date (£)	16.30	16.30	12.26	12.26
Weighted average exercise price at grant date	—	—	—	—
Risk-free interest rate	4.70%	4.70%	5.26%	5.26%
Expected volatility	30%	30%	31%	31%
Dividend yield	—%	—%	—%	—%
Performance period (years)	3	3	3	3
Fair value (£)	16.30	4.14	12.26	4.98

Expected volatility has been determined using historical data reflecting share price movements covering the financial year.

During the year, 33,591 (2024: 58,201) LTIP options were exercised with an average weighted share price at the date of exercise

of £15.22 (2024: £13.00).

Deferred Share Bonus Plan

One-third of the Executive Directors’ annual bonus is paid in deferred shares. In the year, 31,593 (2024: 42,577) deferred shares

relating to the 2020 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 £465,683 (2024: £527,962).

During the year, 35,590 (2024: 28,095) options arising from deferred share bonus plans were exercised with an average weighted

share price at the date of exercise of £15.40 (2024: £13.00).

Senior management

An award of 250,129 (2024: 297,399) 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 £3,342,218 (2024: £3,165,978). 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 £15.57 (2024: £11.75) at the grant date.

The resultant fair value is then recognised over the performance period.

During the year, 49,684 shares (2024: 107,847) 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 8.91 years (2024: 8.38 years).

Share Incentive Plan

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.

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 2025, the SIP Trust held 556,005 (2024: 554,092) ordinary shares in the Company. The market value of the shares held

by the SIP Trust as at 31 July 2025 was £9.1m (2024: £9.0m).

The weighted average remaining contractual life of share-based payment arrangements at the year end was 0.36 years (2024: 1.36 years).

Notes to the consolidated financial statements continued

For the year ended 31 July 2025

Financial statementsGovernanceStrategic report

175Annual Report and Accounts 2025 Softcat plc

27 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 2025	£	31 July 2024
Outstanding at 1 August	—	1,138,255	—	1,061,222
Granted during the year	—	369,443	—	455,456
Forfeited during the year	—	(49,684)	—	(107, 8 47)
Exercised during the year	—	(198,790)	—	(270,577)
Outstanding at 31 July		1,259,224		1,138,254
Exercisable at 31 July		145,094		183,795

The fair value of share-based payment arrangements granted in the year was £4,962,395 (2024: £4,544,775), relating entirely to

Long Term Incentive Plan awards.

The weighted average remaining contractual life of share-based payment arrangements at the year end was 8.00 years (2024: 7.68 years).

28 Post balance sheet events

Dividend

A final dividend of 20.4p per share has been recommended by the Directors and if approved by shareholders will be paid on

16 December 2025. The final ordinary dividend will be payable to shareholders whose names are on the register at the close

of business on 7 November 2025. Shares in the Company will be quoted ex-dividend on 6 November 2025. The last day for

dividend reinvestment plan (‘DRIP’) elections is 25 November 2025.

In line with the Group’s stated intention to return excess cash to shareholders, a further special dividend payment of 16.1p has

been proposed. If approved this will also be paid on 16 December 2025 alongside the final ordinary dividend.

29 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.

	2025	2024
	£’000	£’000
Short-term employee benefits	3,517	3,098
Post-employment benefits	36	60
Key management personnel share-based payment charges	1,084	1,524
	4,637	4,682

Key management personnel received a total of 134,318 share awards (2024: 151,307) at a weighted average exercise price

of £Nil (2024: £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

	2025	2024
	£’000	£’000
G Watt	66	44
G Charlton	67	53
R Perriss	7	6
V Murria	79	63
K Mecklenburgh	6	—
J Ferguson	—	—
M Prakash	—	—
L Weedall	1	—
	226	166

Vin Murria resigned as Non-Executive Director on 9 December 2024.

Jacqui Ferguson became a Non-Executive Director on 1 January 2024.

Mayank Prakash became a Non-Executive Director on 1 September 2023.

176 Softcat plc Annual Report and Accounts 2025

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Notes

2025

£’000

2024

£’000

Non-current assets

Property, plant and equipment D 16,701 9,654

Right-of-use assets E 30,535 9,991

Intangible assets F 11,715 11,608

Investment in subsidiaries Q 12,059 1,752

Deferred tax asset C 1,358 2,571

72,368 35,576

Current assets

Inventories G 151,901 2,916

Trade and other receivables H 721,346 576,409

Contract fulfilment assets 72,606 —

Income tax receivable 1,843 —

Cash and cash equivalents K 158,780 156,180

1,106,476 735,505

Total assets 1,178,844 771,081

Current liabilities

Trade and other payables I (4 57,388) (420,539)

Contract liabilities J (334,877) (31,904)

Income tax payable — (1,141)

Lease liabilities E (3,851) (2,204)

(796,116) (455,788)

Non-current liabilities

Contract liabilities J (13,284) (9,151)

Lease liabilities E (30,103) (8,105)

(43,387) (17,256)

Total liabilities (839,503) (473,044)

Net assets 339,341 298,037

Equity

Issued share capital M 100 100

Share premium account 4,979 4,979

Cash flow hedge reserve (311) (285)

Foreign exchange translation reserve 2,102 2,763

Retained earnings 332,471 290,480

Total equity 339,341 298,037

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 2025 of £133.3m (2024: £119.0m).

Dividend payments are disclosed in notes 6 and 28 to the consolidated financial statements.

The notes on pages 147 to 183 are an integral part of these financial statements.

The financial statements on pages 143 to 146 were approved by the Board of Directors and authorised for issue on 21 October 2025.

On behalf of the Board

Graham Charlton Katy Mecklenburgh

Chief Executive Officer Chief Financial Officer

Softcat plc company registration number: 02174990

Company statement of financial position

As at 31 July 2025

177Annual Report and Accounts 2025 Softcat plc

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Equity attributable to owners of the Company

capital

£’000

premium

account

£’000

Cash flow

hedge

reserve

£’000

Foreign

exchange

translation

reserve

£’000

Retained

earnings

£’000

Total

£’000

Balance at 1 August 2023 100 4,979 (799) 3,358 243,807 251,445

Profit for the year — — — — 119,020 119,020

Impact of foreign exchange on reserves — — — (595) — (595)

Net gain on cash flow hedge — — 514 — — 514

Total comprehensive income/(expense) for the year — — 514 (595) 119,020 118,939

Share-based payment transactions — — — — 3,612 3,612

Dividends paid — — — — (76,048) (76,048)

Dividend equivalents paid — — — — (98) (98)

Tax adjustments — — — — 182 182

Other — — — — 5 5

Balance at 31 July 2024 100 4,979 (285) 2,763 290,480 298,037

Profit for the year — — — — 133,343 133,343

Impact of foreign exchange on reserves — — — (661) — (661)

Net gain on cash flow hedge — — (26) — — (26)

Total comprehensive (expense)/income for the year — — (26) (661) 133,343 132,656

Share-based payment transactions — — — — 4,188 4,188

Dividends paid — — — — (95,704) (95,704)

Dividend equivalents paid — — — — (95) (95)

Tax adjustments — — — — 259 259

Other — — — — — —

Balance at 31 July 2025 100 4,979 (311) 2,102 332,471 339,341

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 2025, 181,801 share options (2024: 244,109) were exercised and new shares were issued to satisfy

this exercise. Proceeds of £Nil (2024: £Nil) were realised from the exercise of these share options.

As at 31 July 2025, the SIP Trust held 116,539 shares (2024: 133,538) awarded to employees as part of the free share award,

subject to service conditions. A further 388,425 shares (2024: 369,513) 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 (2024: 51,041).

Company statement of changes in equity

For the year ended 31 July 2025

178 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic report

A. Accounting policies

A.1. Corporate information

The financial statements of Softcat plc (the ‘Company’) for the year ended 31 July 2025 were authorised for issue in accordance

with a resolution of the Directors on 21 October 2025.

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 23 of the Group’s financial statements (see pages 170 to 172).

A.2. Basis of preparation

The Company’s financial statements are included in the Softcat plc (the ‘Group’) consolidated financial statements for the period

ended 31 July 2025.

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 paragraph 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 Trust

The Company operates an 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

2025

£’000

2024

£’000

Fees payable for audit-related services 759 759

Total for statutory audit services 759 759

Fees payable for the half-year review of the condensed financial statements 50 45

Total for non-audit-related services 50 45

Notes to the Company financial statements

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C. Income tax

The Company recognises all deferred tax movements in the year within the income statement, except for £193,592 credited

(2024:£29,020 debited) to equity in relation to deferred tax movements on share-based payments.

Deferred tax

The deferred tax asset is made up as follows:

2025

£’000

2024

£’000

Accelerated capital allowances (2,126) (572)

Share-based payments 2,676 2,231

Other temporary differences 808 912

Deferred tax assets 1,358 2,571

2025

£’000

2024

£’000

Reconciliation of deferred tax asset

Balance at beginning of year 2,571 2,997

Adjustment in respect of prior years (275) (446)

Profit and loss account (1,132) 49

Credit/(charge) to equity 194 (29)

Balance at end of year 1,358 2,571

D. Property, plant and equipment

Freehold

land and

buildings

£’000

Building

improvements

£’000

Computer

equipment

£’000

Fixtures,

fittings and

equipment

£’000

Motor

vehicles

£’000

Total

£’000

Cost

At 1 August 2024 3,373 9,060 2,579 5,331 670 21,013

Additions 16 8,139 1,830 1,791 — 11,776

Disposals — (1,318) (4) (717) (47) (2,086)

At 31 July 2025 3,389 15,881 4,405 6,405 623 30,703

Depreciation

At 1 August 2024 327 5,360 2,137 3,220 315 11, 359

Impairment 1,300 — — — — 1,300

Charge for the year 98 1,528 549 670 199 3,044

Disposals — (1,171) (4) (479) (47) (1,701)

At 31 July 2025 1,725 5,717 2,682 3,411 467 14,002

Net book value

At 31 July 2025 1,664 10,164 1,723 2,994 156 16,701

At 31 July 2024 3,046 3,700 442 2,111 355 9,654

Additions to Building improvements, Computer equipment, and Fixtures, fittings and equipment related to the new office fit outs

in the year.

Freehold land amounting to £1.4m (2024: £1.4m) has not been depreciated.

An impairment charge of £1.3m has been recognised against the freehold office building to reflect current market value.

No assets are subject to restrictions on title or are pledged as security for liabilities (2024: £Nil).

180 Softcat plc Annual Report and Accounts 2025

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Notes to the Company financial statements continued

E. Right-of-use assets and lease liabilities

2025

£’000

2024

£’000

Opening right-of-use asset as at 1 August 9,991 9,969

Lease additions and modifications 27, 393 2,290

Disposals (3,198) —

Depreciation (3,651) (2,268)

Closing right-of-use asset as at 31 July 30,535 9,991

2025

£’000

2024

£’000

Opening lease liability as at 1 August 10,309 9,761

Lease additions and modifications 27, 393 2,348

Disposals (3,513) —

Accretion of interest 2,002 435

Payments (2,237) (2,235)

Closing lease liability as at 31 July 33,954 10,309

Split as:

Short term 3,851 2,204

Long term 30,103 8,105

Lease additions in the year related to new property and motor vehicle leases.

Lease disposals in the year related to the exit of a property lease.

F. Intangible assets

Software

under

development

£’000

Computer

software

£’000

Total

£’000

Cost

At 1 August 2023 — 9,757 9,757

Additions 3,804 2,213 6,017

At 31 July 2024 3,804 11,970 15,774

Additions 671 2,773 3,444

Disposals — (488) (488)

Reclassifications (3,804) 3,804 —

At 31 July 2025 671 18,058 18,730

Amortisation

At 1 August 2023 — 2,602 2,602

Charge for the year — 1,564 1,564

At 31 July 2024 — 4,166 4,166

Disposals — (488) (488)

Charge for the year — 3,337 3,337

At 31 July 2025 — 7,015 7,015

Net book value

At 31 July 2025 671 11,04 4 11,715

At 31 July 2024 3,804 7,804 11,608

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.

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G. Inventories

2025

£’000

2024

£’000

Finished goods and goods for resale 151,901 2,916

The increase in inventories at the period end is predominantly driven by stock in transit for a specific customer yet to be delivered.

As control of the goods has not passed to the customer at the period end, the revenue and cost of sale have not been recognised.

The amount of any write down of inventory recognised as an expense in the year was £Nil (2024: £Nil).

H. Trade and other receivables

2025

£’000

2024

£’000

Trade receivables 533,163 493,850

Provision against receivables (4,437) (3,122)

Net trade receivables 528,726 490,728

Amounts owed from Group undertakings 33,686 1,913

Unbilled receivables 53,445 40,332

Prepayments 10,023 6,973

Accrued income 11,199 10,279

Deferred costs 84,267 26,184

721,346 576,409

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

2025

£’000

2024

£’000

Trade payables 285,318 288,668

Other taxes and social security 20,268 16,978

Accruals 151,033 114,608

Other creditors 769 285

457, 38 8 420,539

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

J. Contract liabilities

2025

£’000

2024

£’000

Deferred income 348,161 41,055

Deferred income is split as follows:

2025

£’000

2024

£’000

Short-term deferred income 334,877 31,904

Long-term deferred income 13,284 9,151

348,161 41,055

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. Of this balance, the majority

relates to a single customer advance.

K. Cash and cash equivalents

2025

£’000

2024

£’000

Cash at bank and in hand 158,780 156,180

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.

182 Softcat plc Annual Report and Accounts 2025

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Notes to the Company financial statements continued

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 £1.0m (2024: £0.9m) were outstanding.

2025

£’000

2024

£’000

Contributions payable by the Company for the year 4,918 4,414

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.

2025

£’000

2024

£’000

Allotted and called up

199,946,262 (2024: 199,764,461) ordinary shares of 0.05p each 100 100

18,933 (2024: 18,933) deferred shares of 1p each — —

100 100

Note:

At 31 July 2025 deferred shares had an aggregate nominal value of £189.33 (2024: £189.33).

In the year ended 31 July 2025, 146,211 (2024: 216,014) new ordinary shares were issued to satisfy the exercise of share options

and 35,590 ordinary shares (2024: 28,095) were issued to satisfy exercises under the Deferred Share Bonus Plan.

No issued ordinary shares of 0.05p each were unpaid at 31 July 2025 (2024: £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 2025, the SIP Trust returned £Nil (2024: £Nil) to the Company through share recycling.

N. Financial commitments

Guarantees

As at the reporting date, Softcat plc has a class guarantee facility of £Nil (2024: £Nil) with HSBC UK Bank plc.

O. Capital commitments

At 31 July 2025, the Company had £Nil capital commitments (2024: £Nil).

P. Employees

Number of employees

The average monthly number of employees (including Directors) during the year was:

2025

Number

2024

Number

Sales 1,743 1,653

Services 417 386

Administration 448 410

2,608 2,449

183Annual Report and Accounts 2025 Softcat plc

Financial statementsGovernanceStrategic report

P. Employees continued

Employment costs

2025

£’000

2024

£’000

Salaries, commissions and bonus 205,840 180,593

Social security costs 26,770 21,998

Other pension costs 4,918 4,414

Other employment costs 1,026 —

Employment costs – subtotal 238,554 207,0 05

Share option charge 4,188 3,612

Total employment costs including share option charge 242,742 210,617

Details of Directors’ remuneration are provided within the Group Directors’ Remuneration Report. The Directors’ Remuneration

Report, on pages 96 to 127, includes details on salary, benefits, pension and share plans. These disclosures form part of the

financial statements.

Q. Investment in subsidiaries

2025

£’000

2024

£’000

Opening investment 1,752 169

Additions 10,199 —

Capital contribution 108 1,583

12,059 1,752

Additions relate to the acquisition of Oakland Group Services Limited.

R. Related parties

Details of Directors’ emoluments and interests are provided within the Group Directors’ Remuneration Report. The Directors’

Remuneration Report, on pages 96 to 127, 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

Oakland Consulting Services Limited

England and Wales Ordinary — 100% Dormant

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

27 Share option schemes

28 Post balance sheet events

184 Softcat plc Annual Report and Accounts 2025

Financial statementsGovernanceStrategic 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

enquiries@linkgroup.co.uk

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

Numis Securities Limited

45 Gresham Street

London EC2V 7BF

Legal advisers

Ashurst LLP

London Fruit & Wool Exchange

1 Duval Square

London E1 6PW

Company information and contact details

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Fieldhouse Lane

Marlow

Buckinghamshire SL7 1LW

Tel: 01628 403 403