SoftwareOne Holding AG’s consolidated financial statements are prepared in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and in accordance with IAS 1 Presentation of Financial Statements. Material accounting policy information is included in the notes to which they relate.

New and amended standards and interpretations

As of January 1, 2025, the amendment to IAS 21: “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability” entered into force, but has not had a significant impact on the group. SoftwareOne has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

New standards and interpretations not yet adopted

The IASB has issued several potentially relevant changes to IFRS Accounting Standards that will be effective in future accounting periods.

In April 2024, the International Accounting Standards Board (IASB) published IFRS 18 “Presentation and Disclosure in Financial Statements”, which will become effective on January 1, 2027, replacing IAS 1. The new standard is to be applied retrospectively. IFRS 18 introduces new requirements for information presented in the primary financial statements and disclosure in the notes, with a particular focus on the income statement with new categories and subtotals. The group will adopt the new standard in 2027 and is currently assessing the impact. The new standard primarily impacts the structure of the consolidated income statement and reporting of certain lines thereof. In addition, IFRS 18 will introduce new requirements for the disclosures in the notes to the financial statements such as management-defined performance measures (MPM). SoftwareOne is currently evaluating options for the presentation of internal reporting and the MPM.

In addition, amendments to standards that are expected to have only a minor impact on the group, and their effective date, are listed below:

• Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments and Contracts Referencing Nature dependent Electricity – adoption by January 1, 2026
• Annual Improvements to IFRS Accounting Standards - Volume 11 – adoption by January 1, 2026

There are no other IFRS Accounting Standards, IFRIC interpretations or amendments that are not yet effective that would be expected to have a material impact on the group.

Changes to operating segments and goodwill allocation

Following the acquisition of Crayon at the beginning of July, operating segments have been reassessed. Given Crayon’s significant presence in the Nordics and the CEE, the rEMEA region has been restructured into three new operating regions: Nordics, WEMEA and CEE. The change in the breakdown of the financial information reflects an increased management focus, the level of decision-making and the relative importance of the profits and assets of the new operating segments. In addition, the Middle East subregion encompassing Dubai and Quatar was moved from APAC to WEMEA. Comparative information has been adjusted accordingly, see also Note 28 Segment reporting.

The operating segments constitute the lowest level at which goodwill is monitored for internal management purposes. As a result, the group reallocated the goodwill previously allocated to rEMEA to Nordics, WEMEA and CEE. The split was performed on the basis of the relative value of the recoverable amount. The change for Middle East had no impact on goodwill allocation.

The following table shows the composition of goodwill by CGU after the reallocation as of July 2, 2025 (prior to the recognition of the goodwill from the Crayon acquisition):

Other changes in presentation

The group has made the following presentational changes in 2025, and comparative information has been adjusted accordingly:

• Total revenue is only disaggregated in note 6 Revenue and no longer on the face of the income statement. The group introduced a new business line “Software & Cloud Channel” which represents the sale of software and cloud licenses to or through partners that have relationships with end customers.
• Goodwill is presented separately in the balance sheet.
• The amounts in the report are stated in millions of Swiss francs instead of thousands.

Consideration of climate-related matters

Given its dual listing on the Euronext Oslo Børs, SoftwareOne reports on climate risks and opportunities and has implemented the requirements of the EU’s Corporate Sustainability Reporting Directive/European Sustainability Reporting Standards. The potential climate change-related risks and opportunities to which the group is exposed, as identified by management, are disclosed in the group’s Sustainability Statement. 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’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’s control which are not all currently known.

Foreign currency translation

The following exchange rates were used:

Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at closing rate.

Contingent consideration arrangements related to business acquisitions in which payments are contingent on continued employment and thus compensation for future service are recognized as remuneration and accrued amounts are presented as earn-out provisions.

Acquisition of Crayon

On July 2, 2025, SoftwareOne completed the transaction to acquire Crayon Group Holding ASA, Norway (Crayon), combining two leading global providers of software and cloud solutions. Upon settlement of the offer, SoftwareOne acquired 75,941,335 Crayon shares, ending up in approximately 91.77% of the share capital and voting rights in Crayon. A compulsory acquisition (squeeze-out) of all remaining Crayon shares pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act was initiated. As control was gained immediately, the squeeze out is also part of the business combination accounting.

As a result, SoftwareOne assumed 100% ownership of Crayon. Settlement took place on July 8, 2025. The secondary listing and trading of the SoftwareOne shares on Euronext Oslo Børs commenced on July 3, 2025. The shares of Crayon Group Holding ASA were delisted from trading on Euronext Oslo Børs on July 11, 2025.

Prior to the acquisition, the creation of a capital band was approved at the Extraordinary General Meeting of SoftwareOne Holding AG on April 11, 2025, authorizing the Board of Directors to issue up to 72,205,459 fully paid-up registered shares.

The provisional fair values of the identifiable assets and liabilities as of the date of acquisition were:

With respect to acquired receivables, the fair value of trade and other receivables at the acquisition date amounted to CHF 1,183.7 million. The gross contractual amount of receivables acquired was CHF 1,216.8 million. The best estimate at the acquisition date of the contractual cash flows not expected to be collected amounted to CHF 33.1 million.

Provisions include contingent liabilities for a potential risk associated with VAT deductions with an estimated amount of CHF 16.0 million, with insurance covering 80%.

Details of the purchase considerations recognized at acquisition and the derivation of goodwill are as follows:

The purchase price allocation for the business combination is still provisional as of December 31, 2025, as work on certain items including contingent liabilities and tax risks is ongoing.

The share consideration for the 62,521,493 newly issued SoftwareOne shares amounts to CHF 472.0 million, based on the closing share price of CHF 7.55 on the SIX Swiss Exchange as of July 2, 2025. Additionally, a cash payment of CHF 419.4 million (NOK 5,240 million) was made for all 75,941,335 outstanding Crayon shares. The price payable per share in the compulsory acquisition corresponds to the offer price under the voluntary offer resulting in a cash payment of CHF 85.4 million (NOK 1,056 million).

In December 2024, SoftwareOne entered into a foreign currency call option to hedge foreign currency risks relating to the Crayon acquisition. The option was designated as a cash flow hedge. In June 2025, SoftwareOne restructured the hedging instrument into a plain vanilla currency swap. At the date of completion, related amounts accumulated in OCI amounting to a loss of CHF 9.5 million were transferred from the hedging reserve as a basis adjustment and are included in the cash considerations for the voluntary offer and for the squeeze-out.

SoftwareOne held 6,259,613 shares prior to the completion of the transaction, equivalent to approximately 6.99% of the outstanding shares in Crayon resulting in a fair value of CHF 70.9 million.

Non-controlling interest is measured at its proportionate share of the fair values of the identifiable net assets acquired, amounting to CHF 9.5 million. Accordingly, the goodwill arising from the business combination represents only the portion attributable to the controlling interest held by SoftwareOne.

The goodwill recognized primarily represents the assembled workforce and expected synergies by combining the activities of Crayon with those of the group. The goodwill is not deductible for income tax purposes.

Acquisition-related costs such as due diligence, legal and advisory costs totaling CHF –20.8 million, are directly attributable to this acquisition. CHF –8.6 million has been recognized as other operating expenses in 2025 and CHF –12.2 million in 2024.

From the date of acquisition, Crayon has contributed CHF 273.5 million in revenue and CHF –6.9 million to earnings before income tax.

If the acquisition had taken place at the beginning of the year, revenue of the combined group would have been CHF 1,513.9 million and earnings before income tax would have been CHF 37.8 million.

The transaction was financed by bridge facilities amounting to CHF 700.0 million to fund the total cash consideration including the compulsory acquisition (bridge facility A of CHF 500.0 million) and to refinance Crayon’s existing debt (bridge facility B of CHF 200.0 million). Crayon’s bond loan was repaid at the repayable amount including a make-whole payment in accordance with the contract. In July 2025, the group entered into a new financing agreement including a CHF 660.0 million multi-currency revolving credit facility, and a CHF 600.0 million term loan facility. For further details, refer to Note 20 Financial liabilities.

Cash flow on acquisitions

Acquisitions in 2024

In 2025, the group finalized the purchase accounting for the acquisition of Medalsoft International Co. Ltd., China, made in 2024. There were no changes in the final fair values of acquired assets and liabilities compared to the provisional amounts disclosed in the 2024 Consolidated Financial Statements.

The fair values of the identifiable assets and liabilities as of the date of acquisition were:

Details of the purchase considerations recognized at acquisition and the derivation of goodwill were as follows:

The cash flow on acquisitions was:

Acquisitions of non-controlling interest

In 2025, the group purchased non-controlling interest held by minority shareholders in Crayon subsidiaries. As these transactions occurred after control had already been obtained, they were accounted for as equity transactions. The difference between the consideration paid and the carrying amount of the acquired non-controlling interest of CHF –0.5 million was recognized directly in equity.

4.1 Financial risk factors

The group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk), credit risk and liquidity risk. The group’s overall risk management program is focused on mitigating the unpredictability of financial markets and aims to minimize potential adverse effects on the group’s financial performance. To hedge certain risk exposures, the group uses derivative financial instruments, which are measured using standardized mathematical models.

Risk management is carried out by Group Treasury under the Global Treasury Policy approved by the Board of Directors. Group Treasury identifies, evaluates, and hedges financial risks in close cooperation with the group’s operating entities. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.

Market risk

Foreign exchange risk

The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

The group hedges its foreign exchange risk exposure of recognized assets and liabilities and future commercial transactions with derivative contracts. The group reviews the currency exposure regularly and covers its risks in two ways:

• The group hedges the net exposure from foreign currency balance sheet positions with forward contracts. Such contracts, however, are not accounted for using hedge accounting.
• Highly probable future transactions (sales and purchase) are hedged with forward transactions. These contracts are designated as cash flow hedges. The transactions are expected to affect profit and loss within the next 36 months. At inception of a hedge relationship, the group designates and documents the hedge relationship to apply hedge accounting. The hedge relationship includes the hedging instrument, the hedged item and the nature of the risk being hedged. The hedges are expected to be highly effective.

There are certain investments in foreign operations whose net assets are exposed to foreign currency translation risk which, as per group policy, is not hedged. Long-term receivables from a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future, are considered a part of the net investment. These differences are recognized in other comprehensive income and accumulated in equity. Translation risk is not considered in the analysis below.

The following table details the group’s sensitivity to the major currencies with all other variables held constant:

Interest rate risk

The group’s interest-bearing instruments with variable interest are cash, bank overdrafts, bank loans, a multi-currency revolving credit facility and a term loan facility, see also Note 20 Financial liabilities. An interest rate risk exists due to changes in market interest rates. The group has managed the risk of changes in the interest rates based on limits using interest rate derivatives as part of the defined risk strategy. The underlying transactions are designated as cash flow hedges. They are expected to affect profit and loss until August 2029, respectively. At inception of a hedge relationship, the group designates and documents the hedge relationship to apply hedge accounting. The hedge relationship includes the hedging instrument, the hedged item, and the nature of the risk being hedged. The hedges are expected to be highly effective.

Interest rate swaps are held in CHF and USD. A change in interest rates of +/–0.25 basis points with all other variables held constant would have no impact on earnings before income tax for 2025 and 2024. The impact would be recognized in equity through the hedging reserve and would lead to an increase/decrease of CHF 2.7 for CHF in 2025. The impact for USD in 2025 would not be significant as well as the impact on both currencies for 2024.

Credit risk

Group Credit & Collection is responsible for managing and analyzing the credit risk for all new clients before standard payment and delivery terms and conditions are offered. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to end customers, including outstanding receivables and contract assets. Risk control assesses the credit quality of the end customers, considering their financial position, past experience and other factors. No collateral is required. Individual risk limits are set based on internal or external ratings in accordance with guidelines set by the Board. The utilization of credit limits is regularly monitored.

There is no concentration of credit risk with respect to trade receivables, as the group has many end customers that are internationally diversified. 37% of trade receivables are covered through credit insurance (prior year: 33%).

The remaining part is not insured for one of the following reasons:

• From end customers with top ratings (based on internal and credit insurance assessment): 26% (prior year: 63%)
• Too small to be insured: 2% (prior year: 1%)
• No insurance available: 35% (prior year: 3%)

Most changes compared to prior year result from Crayon’s customer portfolio. Refer to Note 11 Trade receivables for information about the credit risk exposure on the group’s trade receivables and contract assets using a provision matrix.

Liquidity risk

Short-term cash flow forecasting is performed in the operating entities of the group and aggregated by Group Treasury. Group Treasury monitors rolling forecasts of the group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while always maintaining sufficient headroom on its undrawn borrowing facilities (for further details see below). Mid-term cash planning is performed by Group Controlling.

The table below analyses the group’s non-derivative financial liabilities according to relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, i.e., undiscounted interest and principal payments:

As of December 31, 2025, the group had total committed and uncommitted credit lines (including term loan and factoring) of CHF 2,000.0 million (prior year: CHF 1,168.0 million) available, of which 60% (prior year: 38%) was drawn. Of the drawn amount, CHF 775.0 million were subject to financial covenants which were fulfilled as of December 31, 2025 (prior year: CHF 250.0 million), refer to Note 20 Financial liabilities.

The maturity structure of the derivative financial instruments based on cash flows is as follows:

The contractual agreement determines whether the contracting parties must fulfil their obligations from derivative financial instruments net or gross.

4.2 Capital risk management

The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

Capital is measured based on the group’s consolidated financial statements and monitored closely on an ongoing basis. Management’s goal for the period under review was to strengthen the capital base to sustain and support further development of the business.

The equity ratio for the period ended December 31, 2025, and the prior year were as follows:

The equity ratio for 2025 increased compared to the previous year, primarily as a result of the Crayon acquisition and newly issued shares totaling CHF 472.0 million, which were part of the Crayon purchase consideration. In this context, the total assets also increased. However, the rise in equity was partially offset by dividend payments and negative currency translation adjustments.

4.3 Categories of financial instruments and fair value estimation

For purposes of subsequent measurement, SoftwareOne has financial assets at amortized cost (debt instruments), financial assets at fair value through profit or loss and derivatives designated as hedging instruments.

The group’s financial assets at amortized cost comprise trade and other receivables, loans and cash and cash equivalents.

The group’s financial liabilities include trade and other payables, accrued expenses, contingent consideration liabilities and other financial liabilities including bank overdrafts, bank loans and derivative financial instruments.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value through profit or loss except for the effective portion of cash flow hedges, which is recognized in OCI and later reclassified to the income statement when the hedged item affects profit or loss or as part of the initial carrying amount of the non-financial assets or liability recognized. The ineffective portion is recognized immediately in the income statement.

In the case of a positive value, the derivative is recognized as an asset and in the case of a negative value, as a liability (classified as non-current when the remaining maturity of the hedged item is more than 12 months and as current when the remaining maturity of the hedged item is less than 12 months).

Categories of financial instruments

The following table discloses the carrying amounts and fair values, as required, of the group’s financial instruments by class and category:

SoftwareOne held listed Crayon shares which were measured at fair value through profit or loss until they were derecognized. Up to the date of the Crayon acquisition, the group recorded a fair value gain of CHF 9.6 million as finance income (prior year: CHF 21.5 million).

In December 2022, the group entered into a total return swap agreement related to listed shares in Crayon. Under the total return swap, SoftwareOne sold the underlying shares for a cash consideration of CHF 42.6 million but remained exposed to changes in the market value of these shares. As a result, the group did not derecognize the financial asset and recorded a financial liability for the receipts from swap contracts. In April 2025, the total return swap agreement was amended, allowing for early termination and physical settlement of the swap. On June 27, 2025, SoftwareOne terminated the agreement and exercised the physical settlement option. The shares were transferred back to SoftwareOne at the inception price of the total return swap. The recorded financial liability for the receipts from swap contracts was settled at CHF 35.7 million, which is presented under investing cashflow (prior year: cash inflow of CHF 10.1 million).

Fair value estimation

The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables with a remaining term of up to 12 months, as well as other current financial assets and liabilities, represent a reasonable approximation of their fair values, due to the short-term maturities of these instruments.

The fair value of financial assets (equity instruments) was based on observable price quotations at the reporting date. The fair value of derivatives is determined based on input factors observed directly or indirectly on the market. The fair value of foreign exchange forward contracts is based on forward exchange rates. The fair value of financial liabilities (related to a swap contract) is determined based on input factors observed directly or indirectly on the market.

Financial instruments carried at fair value are classified by valuation method. The fair value hierarchy has been defined as follows:

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices for identical assets or liabilities at the reporting date.

Level 2: The fair value measurements are those derived from valuation techniques using inputs for the asset or liability that are observable market data, either directly or indirectly. Such valuation techniques include the discounted cash flow method and option pricing models. For example, the fair value of interest rate and currency swaps is determined by discounting estimated future cash flows, and the fair value of forward foreign exchange contracts is determined by using the forward exchange market at the end of the reporting period.

Level 3: The fair value measurements are those derived from valuation techniques using significant inputs for the asset or liability that are not based on observable market data.

No transfers between the hierarchy levels were made in 2025. There was a transfer from level 3 to level 2 in 2024.

The following table discloses valuation classes for financial instruments measured at fair value:

The changes in carrying values associated with “Level 3” contingent consideration liabilities are set out below:

The contingent consideration liability relates to the acquisition of Medalsoft (fair value as of December 31, 2025: CHF 4.5 million; prior year: CHF 6.3 million). The contingent consideration liability of Medalsoft depends on the achievement of certain fixed events (CHF 2.1 million, prior year: CHF 2.3 million) and the retention of a key employee (CHF 2.4 million, prior year: CHF 4.0 million). The cash outflows are expected on a yearly basis until 2027. In the event of termination by this key employee, the contingent consideration is reduced.

The remaining contingent consideration of Predica, which was assigned to “Level 2” in the fair value hierarchy in 2024, was paid in 2025 in the amount of CHF 1.4 million and reported under acquisition of business in investing cash flows.

4.4 Transfer of financial assets

The group has entered into transactions in which it transfers trade receivables under factoring agreements and, as a result, may either be eligible to derecognize the transferred receivables in their entirety or must continue to recognize the transferred receivables to the extent of any continuing involvement, depending on certain criteria.

Receivables subject to factoring arrangements are derecognized on sale and these assets are not held to collect contractual cash flows and would be measured at fair value through profit or loss. However, due to their short-term nature, the difference between transaction price and fair value is not considered to be material. Where the factored receivables continue to be recognized in the balance sheet, they are treated as held to collect contractual cash flows and are measured at amortized cost.

In 2025, new portfolio factoring programs were established for SoftwareOne Germany and SoftwareOne US. Provided that defined eligibility criteria are met, invoices are sold on a non-recourse basis. The German program has a purchase limit of EUR 150.0 million. The US program includes a limit of USD 115.0 million plus an additional USD 95.0 million for a specific purchase relating to a single obligor. Almost all receivables sold under the portfolio programs are insured against default risks. Receivables subject to these factoring arrangements are derecognized upon sale.

The amount of the receivables sold as of December 31, 2025, is CHF 376.4 million (prior year: CHF 151.6 million). The amount is fully derecognized from the balance sheet. SoftwareOne records liabilities to factoring partners for forwarding incoming payments from customers under other current payables. These amounted to CHF 57.1 million as of December 31, 2025 (prior year: nil).

4.5 Offsetting of financial assets and liabilities

The group has entered into arrangements that do not meet the criteria for offsetting but still allow for the related amounts to be offset if certain credit events occur (such as a default). The following table shows the amounts which cannot be offset under IFRS, but which could be settled net under the terms of master netting agreements, to show the total net exposure of the group.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates may differ from the actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Income taxes (Note 10)

The group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes.

In particular, the deferred tax assets on unused tax losses require estimates of the amount and dates of future taxable income as well as the future tax planning strategies. If the group does not expect to realize the unused tax losses, these are not recognized.

Goodwill (Note 15)

The recoverable amount of cash-generating units is measured on the basis of value-in-use calculations and as such is significantly impacted by the projected free cashflows, the discount rate, future tax rate and the revenue growth rate, which are subject to management judgement. Actual cash flows as well as other input parameters could vary significantly from these estimates.

These calculations are highly sensitive to key assumptions, including projected free cash flows, the discount rate, revenue growth rates and EBITDA/revenue ratio. Each of these assumptions involves significant management judgement, and actual outcomes may differ materially from the estimates applied.

Management exercises significant judgement in identifying CGUs and allocating goodwill to the relevant units that are expected to benefit from the business combination and in determining key drivers of value for each CGU and whether changes in the business, markets or organizational structure trigger the need for an updated impairment test outside the annual cycle.

Provisions and Contingencies (Note 19 and 26)

Determining whether a present obligation exists and whether an economical outflow is probable often requires significant judgement. This particularly applies to legal disputes and claims, where the outcome is inherently uncertain and depends on interpretations of law, the strength of evidence, and external legal advice. If an outflow is possible rather than probable, or when the amount cannot be reliably estimated, contingent liabilities are disclosed. Contingent liabilities assumed in a business combination that are present obligations are recognized at acquisition date fair values, even if it is not probable that an outflow is probable.

The judgements require careful evaluation of available information, historical experience, and expert input. As outcomes may differ from management’s assessments, actual results may vary and could lead to future adjustments.

Revenue from contracts with customers comprises revenue from the sale of software and cloud licenses as well as the sale of technology consulting services. Revenue from contracts with customers is recognized when the performance obligation in the contract has been satisfied either at a “point in time” or “over time” as control of the promised goods or service is transferred to the customer at an amount that reflects the consideration to which the group expects to be entitled in exchange for those goods or services. The normal credit term is 30 to 90 days upon delivery.

Software & Cloud Direct

SoftwareOne enters into contracts with end customers to sell software and cloud solutions of several third-party software providers. Below, software is used as a synonym for software and cloud products.

SoftwareOne acts as a “value added software reseller”, providing pre-sales consulting services to end customers in connection with software sales. The group's performance obligation is to arrange for the provision of software between the software provider and the end customer. Primary responsibility to provide the software lies with the software provider. SoftwareOne invoices the end customer and manages payment collections. SoftwareOne's performance obligation is satisfied when all parties have concluded the license agreement, and the software provider has accepted the contract and associated terms and conditions. The same applies for multi-period cloud consumption-based contracts with minimum commitments. Thus, SoftwareOne acts as an agent and recognizes revenue in the net amount in the consolidated financial statements, reflecting the difference between the consideration received from the end customer and the cost of software purchased.

The group also enters into multi-year licensing contracts with annual billing in which the end customer has the right to change the software reseller during the contract term. For such contracts, SoftwareOne recognizes revenue for the contract between the end customer and the software provider upfront for the entire term when all parties have concluded the contract, adjusting for the effects of a potential change in channel partner based on historical experience as a variable consideration, and presented net as contract asset.

SoftwareOne uses the practical expedient in IFRS 15 and does not adjust the promised amount of consideration for the effects of a significant financing component if it expects at contract inception that the period between the provision of access to the software license to the end customer and the receipt of the consideration from the end customer will be one year or less.

Software & Cloud Services

Revenue from technology consulting services is generally recognized over time as the customer simultaneously receives and consumes the benefits provided. SoftwareOne uses an input method based on costs incurred to measure progress towards the stage of completion of the service. The group has chosen this method of measuring progress because there is a direct relationship between SoftwareOne’s effort and the transfer of the service to the customer. In addition, in cases where the group provides standardized services (i.e., managed services), revenue is recognized pro rata over the term of the contract. Payment is due 30 days after the solutions and services have been performed. As a rule, services are priced separately. If this is not the case, the transaction prices are allocated based on the relative stand-alone selling prices.

For service contracts in which the company only acts as an agent between the customer and the third-party service provider, revenue is recognized on a net basis in the consolidated financial statements, reflecting the difference between the consideration received from the customer and the third-party service delivery cost. Revenue is recognized at the point in time when the underlying service has been delivered to the end customer.

Revenue from external software which is only used to provide software asset management solutions is recognized at the point in time when control of the license is transferred to the customer. Related costs of software purchased are presented net under revenue from Software & Cloud Services.

Software & Cloud Channel

Software & Cloud Channel represents the sale of software and cloud licenses to or through partners such as hosters, MSPs and ISVs who have the direct relationship with end customers. SoftwareOne invoices the partner who then invoices the end customer. SoftwareOne's performance obligation is satisfied when the partner and the software provider have concluded the license agreement, and the software provider has accepted the contract and associated terms and conditions. Revenue recognition follows the principles previously described in Software & Cloud Direct for the sale of software and cloud licenses.

Transaction price of unsatisfied performance obligations

SoftwareOne uses the practical expedient in IFRS 15.121 and does not disclose information about the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied when the original expected duration of the underlying contract is one year or less. After applying this practical expedient, the remaining performance obligations to be disclosed for the years ending December 31, 2025, and 2024 are not material.

Breakdown of revenue

By business lines

Revenue is allocated according to the business lines, as outlined below:

By geographical areas

For management purposes, SoftwareOne is organized by geographical areas. The breakdown of revenue below follows the regional clusters that constitute the group’s reportable segments. Revenue is disaggregated as outlined below:

Personnel expenses included CHF –17.0 million costs for restructuring (prior year: CHF –45.8 million) and CHF –11.8 million for Crayon integration (prior year: nil).

Other operating expenses were impacted by Crayon related acquisition and integration costs of CHF –35.3 million. The previous year included CHF –30.4 million advisory costs for the strategic review and commercial excellence program.

Other finance income includes CHF 3.6 million of income from significant finance components (prior year: CHF 3.8 million) and a fair value gain of CHF 9.5 million from the valuation of equity instruments (prior year: CHF 21.5 million).

Other finance expenses include CHF –12.1 million of factoring expenses (prior year: CHF –6.9 million) and a CHF –5.0 million make-whole payment for the early repayment of Crayon’s bond loan following the acquisition.

The net foreign exchange differences include exchange losses of CHF –11.2 million (prior year: foreign exchange gains of CHF 1.6 million) that have been reclassified from OCI to profit and loss, refer to Note 13 Derivative financial instruments.

Tax expenses comprise the following positions:

The tax on the group’s profit before tax differs from the theoretical amount that would result in using the weighted average tax rate applicable to profits of the consolidated entities as follows:

The group’s expected average tax rate is the aggregate obtained by applying the expected tax rate for each individual jurisdiction to its respective results before taxes. These results vary in different jurisdictions. Crayon as a group has been considered as well to determine the average expected tax rate. The weighted average expected tax rate is 23.1% (prior year: 39.4%).

The group has not recognized deferred tax assets of CHF 10.8 million (prior year: CHF 9.1 million) in respect of losses CHF –42.5 million (prior year: CHF –35.6 million) for the period ended December 31, 2025.

Other effects in 2025 are mainly related to withholding taxes on intercompany transactions and additional local taxes, as in the prior year.

Deferred income tax

Deferred tax expenses of CHF –0.6 million (prior year: deferred tax income of CHF –1.1 million) was recorded in other comprehensive income, relating to actuarial gains on defined benefit liabilities and hedge accounting.

Deferred tax assets and liabilities are based on the temporary differences between group valuation and tax bases.

For some group companies, dividend payments are subject to a withholding tax which cannot be fully recovered in Switzerland. The company has not recognized deferred tax liabilities associated with investments in subsidiaries where the group is able to control the reversal of the temporary differences and where it is probable that the temporary differences will not reverse in the foreseeable future.

The aggregate amount of temporary differences associated with investments in subsidiaries for which no deferred tax liabilities or assets have been recognized was CHF 62.8 million (prior year: CHF 15.1 million).

The movement of available tax loss carry forwards is as follows:

In addition to tax losses, the group has interest carry forwards of CHF 44.4 million related to Crayon subsidiaries in the US and Norway (prior year: nil).

Deferred tax assets of CHF 22.6 million (prior year: CHF 7.8 million) were recorded in respect of available tax loss carry forwards of CHF –111.4 million (prior year: CHF –29.8 million).

Tax losses, for which no deferred tax asset was recognized, will expire as follows:

In addition to tax losses for which no deferred tax asset was recognized, the group has unrecognized interest carry forwards of CHF –11.6 million related to Crayon subsidiaries in the US and Norway (prior year: nil).

Pillar Two income taxes

SoftwareOne applies the mandatory exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions where the group operates. SoftwareOne is in scope of the enacted or substantively enacted legislation and has performed an assessment of the group’s potential exposure to Pillar Two income taxes. The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the constituent entities in the group. Based on the assessment, SoftwareOne expects to meet one or more safe harbor tests in most of the jurisdictions in which the group operates. Pillar Two effective tax rates in most of the jurisdictions are above 15%. SoftwareOne does not expect any material exposure to Pillar Two income taxes.

The group’s current tax expenses in connection with the Pillar Two income taxes amount to nil (prior year: nil).

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.

For trade receivables and contract assets, the group applies a simplified approach in calculating an allowance for expected credit losses (ECLs). Therefore, the group does not track changes in credit risk. Instead, it recognizes a loss allowance based on lifetime ECLs at each reporting date. The group has established a provision matrix that is based on the group’s historical observed default rates. The group calibrates the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year, which can lead to an increased number of defaults, the default rates are adjusted.

The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., geographical region and customer rating and coverage by letters of credit or other forms of credit insurance). The calculation reflects the probability weighted outcome and reasonable and supportable information that is available at the reporting date about past events, current conditions, and forecasts of future economic conditions.

At each reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

The aging of the receivables and the related lifetime ECLs for the 2025 and 2024 years are as follows:

Movements in the group’s provision for impairment of trade receivables are as follows:

Current other receivables mainly include VAT and other sales tax receivables.

Contract assets are initially recognized for services as receipt of consideration is conditional on successful completion of the service. Upon completion of the service and acceptance by the customer, the amounts recognized as contract assets are reclassified to trade receivables. In addition, SoftwareOne recognizes contract assets for revenue recognized upfront in connection with multi-year licensing contracts in which the end customer has the right to change the software reseller during the contract term.

Of the contract assets, CHF 56.5 million results from the acquisition of Crayon as of July 2, 2025.

Other non-current receivables include CHF 507.8 million of non-current trade receivables for multi-year contracts (prior year: CHF 311.8 million).

In 2025 and 2024, the ineffectiveness was immaterial.

In 2024, SoftwareOne entered into a foreign currency call option at a fair value at inception of CHF 13.5 million to hedge foreign currency risks relating to NOK 7.2 billion in connection with the purchase price for the acquisition of Crayon. The option was designated as a cash flow hedge. At the beginning of June 2025, SoftwareOne restructured the hedging instrument into a plain vanilla currency swap. The option’s fair value of CHF 14.2 million was offset against the recorded financial liability for the option premium, which amounted to CHF 13.5 million. The resulting cash inflow of CHF 0.7 million is reported under acquisition of businesses in cashflow from investing activities. The corresponding amount accumulated in OCI was reclassified from the hedging reserve to the consideration for the net assets acquired together with the effects of the plain vanilla currency swap that SoftwareOne had entered into in June 2025, refer to Note 3 Change in the scope of consolidation.

In prior year, the group recognized unrealized losses in the amount of CHF –1.0 million and tax effect of CHF 0.2 million in OCI during the period.

Tangible assets are stated at historical cost less depreciation and impairment. Depreciation is calculated using the straight-line method over the expected useful life as follows:

• Land is not depreciated
• Buildings: max. 33 years
• Furniture, fixtures and other equipment: max. 5 years
• Leasehold improvements: max. 10 years or shorter lease term
• Vehicles: max. 5 years
• IT equipment: max. 3 years

As of December 31, 2025, and 2024, there were no contractual commitments for the purchase of tangible assets, and no impairment was required.

Purchased intangible assets such as software, acquired technology and customer relationships are measured at cost less accumulated amortization (applying the straight-line method) and any impairment. The useful life is as follows:

• Software: 3–10 years
• Acquired customer relationships: max. 13 years
• Acquired technology and other intangible assets: 3–10 years
• Internally generated intangible assets: 3–5 years
• Brands with finite lives: 1–8 years