XBP Global Holdings, Inc.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

of XBP Global Holdings, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of XBP Global Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2025 (Successor), and the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the five-month period ended December 31, 2025 (Successor) and the seven-month period ended July 31, 2005 (Predecessor), and the related notes, (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 (Successor), and the results of its operations and its cash flows for the five-month period ended December 31, 2025 (Successor) and the seven-month period ended July 31, 2005 (Predecessor) in conformity with accounting principles generally accepted in the United States of America.

Fresh Start Accounting

As discussed in Note 1 to the financial statements, the United States Bankruptcy Court for the Southern District of Texas confirmed the Company’s Amended Joint Plan of Reorganization (the “Plan”) on June 23, 2025. Confirmation of the Plan and the Company’s emergence from bankruptcy resulted in the discharge of claims against the Company that arose before March 3, 2025 and the cancellation of equity interests as provided in the Plan. The Plan was substantially consummated on July 3, 2025 and the Company emerged from bankruptcy on July 29, 2025. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of July 31, 2025.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter – Valuation of Goodwill

As discussed in Note 11 to the financial statements, the Company evaluates goodwill for impairment at the reporting unit level at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The goodwill balance as of December 31, 2025 was $189.9 million. The Company considers potential impairment by comparing the fair value of a reporting unit to its carrying value. Fair value is estimated by management using a combination of the discounted cash flow method and the guideline public company method. The Company recorded a goodwill impairment charge of $320.3 million for the five-month period ended December 31, 2025 (Successor).

We identified goodwill impairment as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting units. This required a high degree of auditor judgment and an increased extent of effort, including our need to involve valuation specialists, when performing audit procedures to evaluate the reasonableness of inputs into the quantitative models driven by management’s estimates and assumptions. Significant management estimates include forecasted revenue growth rates, forecasted gross profit, operating expenses and discount rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures performed to evaluate the reasonableness of management’s estimates and assumptions included assessing the methodologies used by the Company and testing the significant assumptions used in the quantitative models. We compared current forecasts prepared by management to historical revenue and gross profit to evaluate the reasonableness of the assumptions and to evaluate management’s ability to accurately forecast future revenues and gross profit. We evaluated historical trends in assessing the reasonableness of growth rate assumptions and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in these assumptions. We performed procedures to verify the mathematical accuracy of the calculations used by management. We involved our valuation specialists to assist us in identifying the significant assumptions underlying the models, assessing the rationale and supporting documents related to these assumptions, and determining the appropriateness and reasonableness of the methodologies employed. Weevaluated the Company’s third-party valuation advisor’s experience and qualifications. Furthermore, we assessed the appropriateness of the disclosures in the financial statements.

Critical Audit Matter – Accounting for Fresh-Start and Business Combination

On July 29, 2025, the Company finalized its acquisition of Exela Technologies BPA, LLC (“BPA”) (“Business Combination”) pursuant to a Membership Interest Purchase Agreement dated July 3, 2025 (the “MIPA”). The Business Combination was subject to certain conditions subsequent, including emergence of BPA and certain of its affiliates from the Chapter 11 Cases in the United States Bankruptcy Court for the Southern District of Texas, which occurred on July 29, 2025 (“Bankruptcy Court”).

In connection with the Business Combination, the Company changed its name from XBP Europe Holdings, Inc. (“XBP Europe”) to XBP Global Holdings Inc. (“XBP Global”). The Business Combination was accounted for as a reverse acquisition in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification Topic 805,Business Combinations ("ASC 805"). Under this method of accounting, XBP Europe was treated as the "acquired" company for financial reporting purposes even though BPA survives as an indirectly wholly owned subsidiary of XBP Global. Accordingly, the Company allocated the purchase price of XBP Europe to the assets acquired and liabilities assumed based on their respective fair values as of the date of acquisition. The excess of the purchase price consideration over the fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill.

In accordance with ASC 852,Reorganizations (“ASC 852”), BPA was required to apply fresh start accounting upon its emergence from bankruptcy, which resulted in a new entity, the Successor, for financial reporting purposes, with no beginning retained earnings or deficit as of the fresh start reporting date.

Fresh start accounting requires that new fair values be established for BPA’s assets, liabilities and equity upon emergence from bankruptcy, and therefore certain values and operational results of the consolidated financial statements subsequent to July 31, 2025 are not comparable to those in the Company’s consolidated financial statements prior to and including July 31, 2025. The fair values of the Successor’s assets and liabilities differ materially from their recorded values as reflected on the historical balance sheet of the Predecessor.

We identified the valuation of customer relationships and tradenames resulting from the business combination and application of fresh start accounting as a critical audit matter. This required a high degree of auditor judgment and an increased extent of effort, including our need to involve valuation specialists, when performing audit procedures to evaluate the reasonableness of inputs in the valuation models driven by management’s estimates and assumptions related to royalty rate, discount rate, and revenue growth rate.

How the Critical Audit Matter Was Addressed in the Audit

We addressed this matter by, among others, (i) obtaining an understanding of management’s process over the valuation process; (ii) testing the completeness and accuracy of key data inputs used in management's valuation models; (iii) involving our valuation specialists to assist in evaluating the valuation methodologies and the reasonableness of significant assumptions; (vi) comparing significant assumptions to historical information and external market and industry date; (iv) performing shadow calculations and analysis over key assumptions to assess for reasonableness; and (v) evaluating the Company’s third-party valuation advisor’s experience and qualifications. Futthermore, we assessed the appropriateness of the disclosures in the financial statements.

/s/UHY LLP

We have served as the Company’s auditor since 2022.

Sterling Heights, Michigan

March 31, 2026

Report of Independent Registered** Public Accounting Firm**

To the Board of Directors and Stockholders of

Exela Technologies BPA, LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated and combined balance sheets of Exela Technologies BPA, LLC, Subsidiaries and Affiliates (the “Company” or “Predecessor”) as of December 31, 2024, and the related consolidated and combined statements of operations, comprehensive profit (loss), stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated and combined financial position of the Company as of December 31, 2024, and the consolidated and combined results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/EisnerAmper LLP

We have served as the Company’s auditor from 2023 to 2025.

EISNERAMPER LLP

Iselin, New Jersey

July 1, 2025, except as to Note 21 and its related effects to the consolidated and combined financial statements, which is as of March 31, 2026