BaFin Enforcement Review of the 2022 Consolidated Financial Statements

Munich, 14 July 2026 – The Management Board of Nagarro SE, Munich (the “Company”), provides information on events relating to the sample-based enforcement review (Bilanzkontrolle) of the published consolidated financial statements as of 31 December 2022 and the related combined management report for the financial year 2022, carried out by the German Federal Financial Supervisory Authority (“Bafin”) pursuant to Section 107 para. 1 sentence 3 of the German Securities Trading Act (WpHG).

By way of a notice of determination (Feststellungsbescheid) dated 10 June 2026, served on the Company on the same day, Bafin determined that the published consolidated financial statements as of 31 December 2022 and the related combined management report for the financial year 2022 are erroneous. The findings essentially concern the recording, recognition and geographical breakdown of revenue, the initial accounting for business acquisitions, as well as the description of the business model and the risk reporting in the combined management report. The foregoing summary of the objections is presented in condensed form and is not exhaustive.

Following careful examination and consultation with the statutory auditors and external advisers, the Management Board of the Company was and remains of the opinion that the consolidated financial statements in question and the related combined management report do not contain any material errors within the meaning of Section 109 WpHG. On 11 June 2026, the Company filed an objection (Widerspruch) to the determination notice and, at the same time, applied to the Higher Regional Court of Frankfurt am Main (Oberlandesgericht Frankfurt am Main) to order that the objection have suspensive effect. The Higher Regional Court of Frankfurt am Main rejected this motion by order (Beschluss) dated 14 July 2026, following a summary review (summarische Prüfung). For this reason, it is expected that Bafin will publish the findings of errors (Fehlerfeststellungen) without undue delay (unverzüglich) even while the objection proceedings are ongoing. 

According to information available to the Company, any error determinations that become final and binding (bestandskräftig) will have no impact on subsequent consolidated financial statements or combined management reports. Furthermore, following historical external allegations regarding fraud, the Company had already mandated the law firm White & Case, with support from Alvarez & Marsal, to conduct an independent investigation into those allegation; none of the allegations raised in prior media reporting or short seller commentary were substantiated, and no evidence of fraud or misconduct was found.