Uniphar : Results (uniphar plc 2025 preliminary results)

About this update from Uniphar Plc

Uniphar plc 2025 Preliminary Results Uniphar plc, an international diversified healthcare services business, announces its full year results for the year ended 31 December 2025 delivering an excellent performance with organic Gross Profit growth of 8.9%, Adjusted EPS growth of 21% and leverage of 1.6x. FINANCIAL HIGHLIGHTS Growth Constant 2025 2024 Reported Currency 2 Year ended 31 December €'000 €'000 % % Revenue 3,074,704 2,770,429 11.0% 11.1% Gross Profit 457,692 427,604 7.0% 7.3% Uniphar Pharma 131,947 121,561 8.5% 9.4% Uniphar Medtech 120,382 108,915 10.5% 10.7% Uniphar Supply Chain & Retail 205,363 197,128 4.2% 4.2% Gross Profit Margin 14.9% 15.4% EBITDA 1 130,909 123,458 6.0% 5.9% EBITDA margin 4.3% 4.5% Operating Profit 76,875 81,989 (6.2%) (7.4%) Profit before tax excluding exceptional items 71,795 61,130 17.4% 16.8% Net bank debt 1 (171,139) (147,676) Basic EPS (cent) 19.5 23.5 Adjusted EPS (cent) 1 24.8 20.5 Gross Profit growth of 7.0% reflecting excellent divisional growth with a Gross Profit Margin of 14.9%. Organic 3 Gross Profit growth of 8.9%, the fastest growth rate achieved since IPO. Organic growth delivered across all divisions with a particularly strong performance from the Pharma and Medtech divisions delivering organic growth of 15.5% and 10.5% respectively. EBITDA growth of 6.0%, with organic EBITDA growth of 9.0%, reflecting the disposal of Inspired Health in 2024. Adjusted EPS growth of 21% to 24.8 cent (2024: 20.5 cent) reflecting business performance together with the positive impact of lower finance costs and the accretive benefit of the €35m share buyback in the year. Robust liquidity with net bank debt of €171.1m (2024: €147.7m) and leverage at 1.6x (2024: 1.5x). Share buyback programme of €35m completed in the year with 13.4m shares repurchased. Total dividend for the year of €5.2m (€0.0202 per ordinary share) representing a 5.2% per share increase year-on-year. This includes a €1.8m interim (€0.0071 per ordinary share) dividend paid in October and a final dividend of €3.4m (€0.0131 per ordinary share) subject to approval at the AGM. Uniphar enters 2026 with strong trading momentum. The Group expects continued strong organic Gross Profit growth in line with its medium-term guidance. Additional information in relation to Alternative Performance Measures (APMs) are set out on pages 41 to 46. Constant currency growth is calculated by applying the prior year's actual exchange rate to the current year's result. Organic growth is calculated as the Gross Profit growth of the underlying business in the period adjusting for the contribution from acquisitions and disposals in the relevant period to ensure a like-for-like comparison. STRATEGIC AND OPERATIONAL HIGHLIGHTS Uniphar delivered another year of strong financial performance, with Gross Profit increasing 7.0% (8.9% organic) to €457.7m and EBITDA increasing 6.0% (9.0% organic) to €130.9m, supported by positive trading momentum across all three divisions. Over the past six years, the Group has delivered an Adjusted EPS CAGR (compound annual growth rate) of 16%. The Group achieved organic Gross Profit growth of 8.9% which is the highest growth rate since IPO and organic EBITDA growth of 9.0%. Uniphar Pharma: 15.5% organic Gross Profit growth - this excellent performance is driven by strong growth in Global Sourcing and clinical trial supply. Uniphar Medtech: 10.5% organic Gross Profit growth - performance driven by sustained growth in core markets, geographic expansion with existing suppliers and the rollout of new suppliers across established regions. Uniphar Supply Chain & Retail: 4.2% organic Gross Profit growth - performance driven by strong volume growth in the Supply Chain division. The retail pharmacy network expanded by 37 to 482 pharmacies in the year. Adjusted Earnings per Share rose by 21% to 24.8c as a result of lower finance costs and the accretive impact of the €35m share buyback programme. The Group maintained a robust balance sheet, ending the year with net bank debt of €171.1m and leverage of 1.6x EBITDA. The Group exercised an option to extend the maturity on its revolving credit facility ('RCF') during 2025 by two years to August 2029. In addition, the Group placed a new five-year €150m term loan with the existing banking syndicate with options to extend by a further two years. Free cash flow conversion of 99.1% in the period supported by favourable working capital timing movements in 2025. Significant progress on key strategic platform investments, most notably, the new high-tech distribution facility in Ireland and associated supporting digital and automation technologies. The project remains scheduled to commence operation in mid-2026 on a phased deployment basis. The acquisition of TouchStore enhances Uniphar's digital and technology offering in the pharmacy sector, supporting pharmacy workflow, regulatory compliance and data capabilities thereby freeing pharmacists to devote more time to engage with customers. Sustainability remains a key focus for the Group with continued progress against Science-Based Targets, a 29.9% reduction in Scope 1 and 2 emissions since 2019. We have also maintained strong ESG ratings with leading external ratings agencies with MSCI at 'AAA', a Sustainalytics healthcare industry risk rating in the second percentile and a CDP 'B' rating for a fourth consecutive year. The Group remains on track to deliver its medium-term target of €200m EBITDA by 2028, with at least 80% of that growth expected to be organic, supported by strong market positions, scalable platforms and disciplined execution. Ger Rabbette, Uniphar Group Chief Executive Officer said: "I am pleased with the results the Group delivered in 2025, achieving our fastest rate of organic gross profit growth since IPO at 8.9%, alongside adjusted EPS growth of 21%. Over the past six years, we have delivered excellent compound annual adjusted EPS growth of 16%. These results reflect the successful execution of our strategy across all divisions and our continued ability to scale and generate sustainable growth. We remain confident of achieving our target of €200m EBITDA by 2028 with at least 80% of that growth being delivered organically." Analyst presentation A conference call for analysts and investors will be held at 9.00 am (GMT), today, 24 th February 2026. To register for the call please visit www.uniphar.ie . A copy of the presentation and announcement will be available on our website at the time of the call. Contact details Uniphar Group Tel: +353 (0) 1 428 7777 Allan Smylie, Head of Strategy and IR Davy (Joint Corporate Broker, Nominated Advisor and Euronext Growth Listing Sponsor) Tel: +353 (0) 1 679 6363 Daragh O'Reilly Niall Gilchrist Ivan Murphy RBC Capital Markets (Joint Corporate Broker) Tel: +44 (0) 20 7653 4000 Jamil Miah Daniel Saveski Stifel Nicolaus Europe Limited (Joint Corporate Broker) Tel: +44 (0) 20 7710 7600 Matt Blawat Ben Maddison Francis North Q4 PR Tel: +353 (0) 1 475 1444 Iarla Mongey, Public Relations Advisor to Uniphar Group About Uniphar plc Headquartered in Dublin, Ireland, Uniphar is an international diversified healthcare services business servicing the requirements of more than 200 multinational pharmaceutical and medical technology manufacturers across three divisions - Uniphar Pharma, Uniphar Medtech and Uniphar Supply Chain & Retail. The Group is active in Europe, North America, APAC and MENA and delivers to 160+ countries. The Company's vision is to improve patient access to pharmaco-medical products and treatments by enhancing connectivity between manufacturers and healthcare stakeholders. Uniphar represents a strong combination of scale, growth, and profitability. Uniphar Pharma Uniphar Pharma operates a global business with high-value services across the life cycle of a pharmaceutical product. We enable pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they cannot source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines. Uniphar Medtech Uniphar Medtech is a leading pan-European medical device distributor and solutions partner. The Group's strategy for Uniphar Medtech is to grow our service offering across Europe and expand our addressable market by serving new specialities and new manufacturers. Uniphar Supply Chain & Retail Uniphar Supply Chain & Retail is the leading pharmaceutical wholesaler in Ireland with a growing symbol group offering of retail pharmacies. The Group's strategy for Uniphar Supply Chain & Retail is to grow our wholesale market share, our symbol group network and our own brand, in-licenced and consumer products portfolio. Cautionary statement This announcement contains certain projections and other forward-looking statements with respect to the financial condition, results of operations, businesses, and prospects of the Uniphar Group. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these projections and forward-looking statements. Any of the assumptions underlying these projections and forward-looking statements could prove inaccurate or incorrect and therefore any results contemplated in the projections and forward-looking statements may not actually be achieved. Recipients are cautioned not to place undue reliance on any projections and forward-looking statements contained herein. Except as required by law or by any appropriate regulatory authority, the Uniphar Group undertakes no obligation to update or revise (publicly or otherwise) any projection or forward-looking statement, whether as a result of new information, future events or other circumstances. Overview Uniphar Group delivered an excellent performance in 2025 achieving strong growth in Gross Profit, EBITDA and Adjusted EPS. Gross Profit increased by 7.0% which translated to EBITDA growth of 6.0% with the underlying business delivering higher organic growth impacted by the disposal of a business in 2024. Adjusted EPS grew by an exceptionally strong 21.0% to 24.8 cent. Organic Gross Profit growth for the Group was 8.9% which is the fastest rate of growth the Group has delivered since its IPO. Importantly, that growth was delivered across each of our three divisions in line with, or exceeding, their medium-term targets. Uniphar Pharma delivered organic Gross Profit growth of 15.5% with a standout performance in the Global Sourcing business. Uniphar Medtech achieved a 10.5% increase in Gross Profit through continued growth in its core markets together with portfolio expansion and further growth in Europe. Uniphar Supply Chain & Retail delivered 4.2% Gross Profit growth with a particularly strong performance in the Supply Chain business. Gross Profit margin of 14.9% (2024: 15.4%) with the reduction reflecting the revenue mix in the Supply Chain & Retail division. Organic EBITDA growth in the year was 9.0% (2025 EBITDA: €130.9m) reflecting the underlying Gross Profit growth achieved in all divisions. The Group continues to invest in organically developing its platforms to drive future growth to reach the target of €200m EBITDA by 2028. Adjusted EPS increased by 21.0% to 24.8 cent reflecting business growth supported by the positive impact of lower finance costs and the share buyback. The €35m share buyback programme in the year saw 13.4m ordinary shares repurchased. This reduction in ordinary shares added 1.0 cent to Adjusted EPS. The Group's Balance Sheet remains robust with net bank debt of €171.1m (2024: €147.7m) and leverage of 1.6x (2024: 1.5x). The Group's banking facility consists of a €400m revolving credit facility ('RCF'), a €150m term loan and a €150m uncommitted accordion facility. The Group exercised an option to extend the current RCF by two years to August 2029, in addition, to placing a new €150m five-year term loan with the existing banking syndicate. Free cash flow conversion for the year is 99.1% (2024: 105.5%) with this strong cash performance reflecting effective cash management and favourable working capital movements, notably prepayments in the Pharma division, that are expected to unwind in future periods. Return on Capital Employed (ROCE) for the rolling 12-month period closed at 16.3% (2024: 15.2%) above the Group's medium-term target of 12-15%. The strong ROCE is reflective of solid profitability in the year supported by modest net bank debt due to the favourable timing of working capital prepayments. ROCE is expected to move to within the guided range as the Group completes its strategic investment programme which will deliver improved growth and returns in the medium-term. Strong governance remains a priority for the Board. The Board has a clearly defined succession plan for the current Chairman, Maurice Pratt, with Paul Hogan, current Senior Independent Director, due to step into the role of Chairman on Mr. Pratt's resignation later in 2026. The Board is also well-advanced in the process of appointing a new independent Non-Executive Director. The Group remains focused on achieving its medium-term objective to deliver EBITDA of €200m by 2028 with at least 80% of that growth being delivered organically. These results represent progress towards that target. Our management team have the track record of delivering on commitments and we are confident we have the right strategy, the best people and the market opportunity to continue to deliver for our stakeholders. Sustainability Sustainability remains a key priority for the Group and shapes how the business operates day-to-day. Based on our recent double materiality assessment, we have a clear focus across the Environment, Social and Governance themes. We are making good progress against our two SBTi-validated decarbonisation targets. Our Climate Change Programme has designed a refreshed set of initiatives to achieve our Scope 1 and 2 emissions target and our Responsible Sourcing Programme has developed an understanding of our key suppliers' positions on the sustainability topics that are important to Uniphar. There have been some key deliveries within Uniphar's People Strategy - especially the strong investment in both learning and development and our communication platforms. The Group's commitment to community is demonstrated through our ongoing support for the 100 Million Trees Project, together with our fundraising and volunteering initiatives for charities. We have continued to maintain or improve our strong scores with several external rating agencies; achieving a "B" in CDP for the fourth consecutive year, a "AAA" with MSCI and a second percentile risk rating in the healthcare industry from Sustainalytics. Acquisitions update Uniphar completed the acquisition of Touchstore Limited during the year in the Uniphar Supply Chain & Retail division. This acquisition strengthens our digital and technology offering in the pharmacy sector and will complement the division's strategic investment programme in Ireland. Uniphar continues to evaluate potential acquisition opportunities and maintains an active pipeline of opportunities to further expand our capability and geographic reach. The Group maintains a disciplined approach to capital allocation and remains committed to ensuring capital is deployed in investments that deliver a Return on Capital Employed within our target range of 12% - 15% within three years. Strategic capital expenditure update Uniphar's track record of investment in technology has been a critical enabler of the Group's transformational growth journey to date. Investing in modern infrastructure in strategic locations has driven the Group's ability to achieve growth at pace. 2026 will be a landmark year for the Supply Chain & Retail division as the investment in the new Irish-based distribution facility is expected to reach completion. The transition to the new facility will occur on a phased process during 2026 to reduce deployment risk in this significant capital project. Once fully operational, this investment will more than double existing capacity, significantly enhance cold-chain capacity and underpin future growth in the division. The Group is well advanced in completing substantial facility infrastructure investments in the UK, the Netherlands and the APAC region. These centrally-located and state-of the-art 'hub' locations will strengthen our competitiveness and unlock additional capacity for the Group to deliver future growth in addition to further enhancing our global distribution capabilities. Current trading Uniphar has entered 2026 with strong trading momentum and is trading in-line with expectations. Outlook Uniphar remains well positioned to achieve continued organic Gross Profit growth in each division in line with our medium-term targets and is confident of delivering on current market expectations for the full year. The Group's ambition is to grow EBITDA to €200m by 2028 with at least 80% of that growth expected to be delivered organically. The medium-term targets for organic Gross Profit growth are as follows: Uniphar Pharma: Double-digit Uniphar Medtech: High single-digit Uniphar Supply Chain & Retail: Low single-digit M&A remains an important element in achieving our medium-term objectives and we continue to progress a well-developed pipeline of opportunities. Our focus is on acquisitions that enhance scale, broaden our capabilities, and create long-term value by strengthening the existing platform. Principal Risks & Uncertainties The Group's Risk Management Policy provides the framework to identify, assess, monitor, and manage the risks associated with the Group's business. It is designed to enable the Group to meet its business objectives by appropriately managing, rather than eliminating, these risks. 2025 Highlights The Group continues to ensure that the Risk Management Framework is integrated in the day-to-day activities across the business. During the year ended 31 December 2025, the Group carried out the following: Reviewed the Group Risk Register, updating for all the key risks facing the Group at this time. Performed a review of emerging and new risks, including that of artificial intelligence (AI). Reviewed the relevance of existing risks and identified the current principal risks. Continued to focus on cybersecurity related risks. The key principal risks and uncertainties faced by the Group for the year ended 31 December 2025 are summarised as follows: Strategic Risks Economic, geopolitical and external environment - The global macroeconomic, regulatory, political, and legal environment may impact the markets in which we operate and in turn our client and supplier base. This may adversely affect the financial and operational results of the Group. The Group closely monitors global political and economic conditions and responds quickly to any changes in circumstances or events. Acquisitions & Strategic Growth - Growth through acquisitions and organic growth into new and adjacent markets remain a key strategy for the Group. Failure to identify, complete and integrate acquisitions successfully and the failure to thoroughly understand new markets and business activities may directly impact the Group's projected growth. Talent recruitment and retention - Failure to attract, retain and develop the skills and expertise of its people may adversely impact the Group's performance. Market perception and reputational risk - Failure to deliver in line with market expectations may result in reputational damage, impacting the Group's ability to achieve its strategic targets. Transformational project execution - The Group has embarked on several transformational projects that will provide the platform and capacity to grow over the coming years. Failure of the Group to effectively deliver such projects may result in cost overruns or reputational damage impacting the Group's ability to deliver strategic targets. Operational Risks Cybercrime - Failure to protect against the ongoing threat of a cyber-attack could lead to a breach in security, impacting operations, financial transactions, and sensitive information. The knock-on impact from an attack on one of our business partners is also an area of risk for the Group. Business interruption - External factors such as natural disasters, environmental hazard or industrial disputes may result in potential lost sales and loss of customer loyalty. Laws, regulations & compliance - Failure to operate under any of the stringent laws and regulations the Group is subject to could result in financial penalties, reputational damage, and a risk to business operations. Financial Risks Treasury - The Group is exposed to liquidity, interest rate and credit risks. The Group is exposed to increases in interest rates and credit risks from changes to economic conditions. Financial Review Summary Financial Performance Growth Year ended 31 December 2025 2024 Reported Constant €'000 €'000 currency IFRS measures Revenue 3,074,704 2,770,429 11.0% 11.1% Gross Profit 457,692 427,604 7.0% 7.3% Operating Profit 76,875 81,989 (6.2%) (7.4%) Basic EPS (cent) 19.5 23.5 (17.0%) Alternative performance measures Gross Profit Margin 14.9% 15.4% EBITDA 130,909 123,458 6.0% 5.9% EBITDA % 4.3% 4.5% Adjusted EPS (cent) 24.8 20.5 21.0% Net bank debt (171,139) (147,676) Leverage multiple 1.55x 1.47x Return on Capital Employed 16.3% 15.2% Revenue Revenue in the year of €3.1bn represented an increase of 11.0% (11.1% constant currency) on 2024. Revenue growth was achieved in all three divisions with the most significant increase being in Uniphar Supply Chain & Retail. This growth was driven by strong volume growth most notably in the Supply Chain business. Gross Profit Gross Profit growth of 7.0% (7.3% constant currency) with growth delivered across all three divisions. This growth is reflective of revenue growth with a slight decrease in the Group's gross margin to 14.9% (2024: 15.4%) driven by the divisional mix with Supply Chain & Retail revenues growing proportionately faster than the other two divisions. Uniphar Pharma and Uniphar Medtech both delivered standout performances with organic Gross Profit growth of 15.5% and 10.5% respectively while Uniphar Supply Chain & Retail delivered growth of 4.2%. Gross Profit growth was achieved predominantly organically with the difference versus reported growth due to the disposal of Inspired Health in 2024. Divisional Gross Profit Growth Year ended 31 December 2025 2024 Reported Constant Organic €'000 €'000 Currency Uniphar Pharma 131,947 121,561 8.5% 9.4% 15.5% Uniphar Medtech 120,382 108,915 10.5% 10.7% 10.5% Uniphar Supply Chain & Retail 205,363 197,128 4.2% 4.2% 4.2% 457,692 427,604 7.0% 7.3% 8.9% Administrative expenses Pre-exceptional administrative expenses have increased by €14.0m to €274.9m in 2025. This represents a 5.4% increase driven by the underlying growth of the Group and targeted investment in overheads to support future expansion. Key areas of investment include additional business development resources across the Group to progress new opportunities and future revenue streams together with enhanced IT and cybersecurity capability, particularly in Supply Chain & Retail, to ensure a robust, secure and scalable operational platform as the division transitions to its new distribution infrastructure. EBITDA EBITDA increased by €7.5m to €130.9m representing growth of 6.0% in the year (constant currency 5.9%) and an EBITDA margin of 4.3%. The growth is reflective of the Gross Profit growth across the divisions with an element of incremental investment in the business to enable future growth. Adjusting for the impact of the Inspired Health disposal in 2024, organic EBITDA growth of 9.0% was delivered. Exceptional Items Exceptional items in the year amounted to a charge of €8.9m before tax (2024: gain of €14.5m). This comprises €14.6m of costs offset by the release of deferred contingent consideration of €5.7m. The costs of €14.6m are principally composed of strategic business transformation costs of €7.1m, redundancy and restructuring costs of €4.5m and professional fees including acquisition costs of €1.8m. The strategic business transformation costs are predominantly costs associated with the move to a new high-tech distribution facility in Ireland. The release of deferred contingent consideration of €5.7m follows a review of expected performance against contractual earn-out targets in relation to acquisitions in the Uniphar Medtech and Uniphar Pharma divisions. Further details can be found in Note 3 of the financial statements. Earnings per Share Basic Earnings per Share for the year at 19.5 cent is a decrease of 17.0% on 2024 (23.5 cent). The movement is predominantly due to the change from exceptional income to exceptional costs from 2024 to 2025 reflecting movements in deferred contingent consideration. The weighted average number of shares decreased by 11.2m to 261.8m reflecting the share buyback programme the Group completed in March 2025. Underlying adjusted earnings have increased by 16.4% from €55.9m in 2024 to €65.0m in 2025. Adjusted Earnings per Share is calculated after adjusting for amortisation of acquisition-related intangibles, exceptional items and share-based payment expenses. The Group's Adjusted Earnings per Share for 2025 at 24.8 cent increased by 21% (2024: 20.5 cent) with the 2025 share buyback adding 1.0 cent compared to 2024. Cash Flow and Net Bank Debt The Group delivered a strong cash performance during the year, with a free cash flow conversion of 99.1% and a net bank debt position of €171.1m (2024: €147.7m). 2025 2024 Year ended 31 December €'000 €'000 Net cash inflow from operating activities 108,431 124,268 Net cash outflow from investing activities (77,129) (96,479) Net cash inflow/(outflow) from financing activities 50,168 (11,488) Foreign currency translation movement (765) 1,039 Increase in cash and cash equivalents in the year 80,705 17,340 Movement in restricted cash (59) 121 Non-cash movement in borrowings* 997 (2,663) Cash flow from movement in borrowings** (105,106) (12,527) Movement in net bank debt (23,463) 2,271 *The Non-cash movement relates to foreign currency movement and amortisation of refinancing transaction fees. **The Cash flow from movement in borrowings in 2025 is net of debt arrangement costs of €1,328,000 which are presented in Interest Paid within Operating activities in the Cash Flow Statement. The Group continues to maintain a strong focus on working capital management, and this is reflected in the cash generated from operating activities of €108.4m. The main movements in the year reflect payments of deferred contingent consideration of €17.4m and higher tax paid offset by favourable working capital benefits from the growth in the Pharma Services business unit that have led to an increase in prepayments on certain programmes. The net cash outflow from investing activities of €77.1m principally consisted of property, plant and equipment and intangible assets investment of €62.8m (including strategic capital invested) together with deferred contingent consideration payments of €7.6m, in addition to an investment of €7.1m relating to the acquisition of Touchstore Limited. The net cash inflow from financing activities of €50.2m was primarily due to proceeds from borrowings (net of repayments) of €115.8m. This was offset by the share buyback of €35.1m, a decrease in invoice discounting utilisation of €9.3m, principal lease payments of €16.1m and dividends paid of €5.1m. Debt Facility The Group operates a revolving credit facility of €400m, with an additional uncommitted accordion facility of €150m. In August 2025, the Group placed a five-year amortising term loan (with two one-year extension options) of €150m with its banking syndicate and exercised an option to extend the current RCF by two years to August 2029. There are seven banks in the current banking syndicate comprising both domestic and international banks. Net bank debt was €171.1m at 31 December 2025 (2024: €147.7m) and leverage marginally increased to 1.55x (2024: 1.47x) supported in the period by favourable working capital timing which is expected to unwind in future periods. The facility combined with modest leverage and strong free cash flow provides the Group with the platform to support future growth and investment. Taxation The Group's total tax expense has increased by €0.5m to €11.8m. The effective tax rate before exceptional items has increased from 18.4% to 18.8% reflective of the financial performance over multiple tax jurisdictions. The effective tax rate is calculated as the pre-exceptional income tax expense for the year as a percentage of the profit before tax and exceptional items. Currency Exposure The Group continues to expand into new geographies which, together with the continued growth in existing geographies outside of the Eurozone, results in a foreign exchange exposure for the Group being the translation of local income statements and balance sheets into Euro for consolidation purposes. On a constant currency basis, revenue increased by 11.1% vs. 11.0% reported growth, Gross Profit increased 7.3% vs. 7.0% reported growth and Operating Profit decreased by 7.4% vs. 6.2% reported growth. Exchange rates against Euro 2025 Average 2024 Average Great British Pound 0.856 0.847 US Dollar 1.127 1.082 Swedish Krona 11.066 11.431 Australian Dollar 1.750 1.639 Return on Capital Employed (ROCE) Group ROCE increased by 1.1% to 16.3% (2024: 15.2%) and is ahead of the Group's target range of 12%-15% supported by the favourable timing of working capital prepayments at year-end. This strong return is achieved notwithstanding the significant capital investment in 2025. The ROCE metric is anticipated to trend toward the Group's target range of 12%-15% over the medium-term as the strategic investment programme reaches completion. Details on the calculation of ROCE are included in the APMs section on page 41 to 46. Dividends The Board remains committed to a progressive dividend policy as stated at the time of IPO. The Directors are proposing a final dividend of €3.4m (€0.0131 per ordinary share), subject to approval at the Company's AGM. It is proposed to pay the dividend on 15 May 2026 to ordinary shareholders on the Company's register at 5 p.m. on 24 April 2026. Together with the interim dividend of €1.8m (€0.0071 per ordinary share) paid in October 2025 this brings the total dividend for the year to €5.2m (€0.0202 per ordinary share) representing an increase of 5.2% per share on 2024 (€0.0192 per ordinary share). Operational overview Uniphar Pharma Growth Year ended 31 December 2025 2024 Reported Constant €'000 €'000 currency Revenue 690,773 658,814 4.9% 5.3% Gross Profit 131,947 121,561 8.5% 9.4% Gross Margin % 19.1% 18.5% EBITDA 30,552 25,356 20.5% 19.3% EBITDA Margin % 4.4% 3.8% Performance highlights Organic Gross Profit increased by 15.5%, exceeding the reported growth rate of 8.5%, due to the disposal of Inspired Health in December 2024 Gross Profit Margin increased to 19.1% reflecting the continued execution of our strategy and expansion into higher margin activities Strong performance in Global Sourcing driven by continued demand for difficult-to-source medicines and noteworthy growth in the clinical trial supply business EBITDA growth of 20.5%, highlighting increased operational leverage as the business scales Strategic investments in new UK, continental European and New Zealand hubs will support the growth of our Pharma business and enhance our ability to meet evolving customer needs Who we are Uniphar Pharma provides access to innovative medicines and therapies in addition to working collaboratively with manufacturers to maximise the value of their assets across international healthcare markets. The division operates on a global scale, delivering integrated, high-value services throughout the life cycle of a pharmaceutical product - 'from molecule to market and beyond'. The division combines the strength of two complementary business units - Global Sourcing and Pharma Services. What we do We collaborate with pharmaceutical and biotech companies to address the challenges of today's healthcare market, from bringing innovative medicines to global markets to ensuring healthcare professionals have access to medicines that are difficult-to-source through traditional channels. The division utilises our global network of facilities and locally-based clinical, regulatory and logistics experts to support our clients and to solve their unique challenges with customised solutions. Global Sourcing Our Global Sourcing (formerly On Demand) business is a leading global provider of unlicensed, difficult-to-source medicines and clinical supplies, serving manufacturers, and both primary and secondary care customers. The business unit operates across European, Asia Pacific and US markets, sourcing medicines from in excess of 60 markets and supplying more than 160 countries. During the year, the business completed a strategic rebrand to Global Sourcing from On Demand, an important milestone on the journey to building a truly global business offering global solutions, enhancing the experience we offer to clients and suppliers. Our Global Sourcing teams excel in navigating complex supply chains, which ensures the continuity of supply for vital products to patients and clients around the globe. Our unrivalled expertise in logistics, multi-territory regulatory knowledge, and quality procedures together with strong relationships with pharma manufacturers, make our team a leading partner in its field. Pharma Services The Pharma Services business delivers high-value services to pharma and biotech companies throughout the full product lifecycle, helping them overcome barriers to launch and commercialisation in their target markets. Our end-to-end service offering streamlines market entry and expands access for both healthcare providers and patients. Uniphar is uniquely positioned in the sector: we are the leading provider globally for the delivery of Expanded Access Programs for cell and gene therapies, and therefore we are recognised as a market leader for highly complex treatments. During 2025, the business focused on developing its global ex-US launch capability, offering comprehensive and end-to-end services to pharma clients seeking to access these markets. Our capabilities span the full spectrum of specialised services, including Outsourced Product Development, Expanded Access Programs, Regulatory and Medical Affairs, Insight-Driven Sales and Marketing, Quality Assurance, and Supply Chain Management, providing a comprehensive platform that supports successful product adoption and sustained commercial growth. Performance in 2025 With organic Gross Profit growth of 15.5%, Uniphar Pharma continued to deliver on the execution of its strategy. The Global Sourcing business unit had a standout year, particularly in the clinical trial supply business, providing sourcing solutions and ensuring access for patients and clients to difficult-to-source medicines, as well as serving markets where medicines may otherwise be unavailable. During 2025, we announced investments in new state-of-the-art distribution centres in the UK and the Netherlands both of which will become fully operational during 2026. The business also grew its presence in New Zealand, enhancing its ability to deliver greater capacity in that market. These, alongside our facilities in Ireland, the US and APAC, further enhance our global distribution capability and expand the services the business can offer our customers and the market. Pharma Services delivered a strong performance during the year, driven by continued growth in our Expanded Access Programme offering. As our EAP capabilities become more established globally, clients are increasingly turning to Uniphar to support other stages of the product lifecycle developing our trusted relationships further. During 2025, we unified our businesses under the Uniphar brand creating a strategically integrated platform, enabling greater synergy, a seamless client experience, and a strengthened global offering across each stage of the product lifecycle. Uniphar is proud to be the world's leading provider of global expanded access for cell and gene therapies, cementing our position as a market leader in enabling access to these highly complex, next-generation treatments. Outlook Uniphar Pharma has strengthened its service offering considerably in recent years both through acquisition and the development of new capabilities which has created a diversified scalable platform that is resonating strongly with clients. With a clear target of delivering double-digit organic Gross Profit growth over the medium-term, the division is well positioned for its next phase of growth. The combination of an innovative solutions offering, increasing global reach, and proven execution places the division on a clear path toward a leadership position in this attractive and expanding market. Uniphar Medtech Growth 2025 2024 Reported Constant Year ended 31 December €'000 €'000 currency Revenue 292,826 267,968 9.3% 9.3% Gross Profit 120,382 108,915 10.5% 10.7% Gross Margin % 41.1% 40.6% EBITDA 49,108 45,080 8.9% 9.2% EBITDA Margin % 16.8% 16.8% Performance highlights Gross Profit growth of 10.5% all of which is organic Performance driven by sustained growth in core markets, geographic expansion with existing suppliers and the rollout of new suppliers across established regions Continued focus on operational excellence together with favourable product mix delivering an increase in Gross Margin to 41.1% Strategic investment in the UK and Europe in teams supporting future growth of new product portfolios EBITDA growth of 8.9%, with EBITDA margins remaining consistent at 16.8% Who we are Uniphar Medtech is a leading European distributor of medical devices, providing end-to-end solutions and specialist expertise across sales, marketing, servicing, quality, compliance, regulatory support, and market access for many of the world's top medical device manufacturers. The division is a high-growth, diversified healthcare services provider, delivering best-in-class products and support across multiple clinical specialties to both public and private healthcare customers. Headquartered in Ireland, the business operates across 16 European markets in addition to an extended partnership network internationally. What we do Uniphar Medtech is a leading partner for high-performing medical device brands, with strong positions across interventional medicine, orthopaedics, ophthalmology, minimally invasive surgery, diagnostic imaging, and critical care. We accelerate market access for innovative technologies led by a team that are clinically trained and experts in their respective fields. We hold long-standing exclusive partnerships with many of the world's top medical device manufacturers and are among the few European providers accredited to deliver service licence agreements for several global brands. Our team builds strong commercial partnerships between healthcare providers and industry-leading manufacturers-ensuring groundbreaking medical technologies reach clinicians and patients efficiently and effectively. Relationships At Uniphar Medtech, our people, and the relationships they build, are central to how we create value. Expanding our supplier base is a core growth driver, and our long-standing partnerships with leading manufacturers support our entry into new markets. These partners rely on us to represent their brands in everyday engagements with healthcare professionals, making our connections with the medical community essential to our success. Many of our Medtech sales specialists come from clinical backgrounds, enabling peer-to-peer conversations with clinicians. As medtech solutions become more complex and purchasing decisions shift increasingly toward physicians with deep clinical insight, these relationships with frontline professionals have become one of our most important competitive strengths. Innovation The medtech sector continues to lead healthcare innovation, delivering technologies that improve patient outcomes while helping providers achieve greater efficiency and cost effectiveness. Robotics is one of the fastest-growing areas, with surgeons increasingly integrating advanced systems to enhance precision and consistency, particularly in routine procedures. Uniphar Medtech is proud to partner with global leaders in surgical robotics across orthopaedics and minimally invasive surgery. Through our partnerships, we are helping accelerate the digital transformation of healthcare and bring next-generation technologies to clinicians and patients across our markets. Performance in 2025 The division delivered an excellent performance in 2025, growing Gross profit by 10.5%, all of which was achieved organically. All regions delivered strong growth, supported by excellent performance with our existing suppliers and by extending partnerships, both new and established, into new markets and specialties. New product portfolios were a major contributor, adding to the steady growth already seen across our core business. This growth in Gross Profit converted into EBITDA growth of 8.9% to €49.1m. The division has continued to strengthen its central support function, which is crucial to delivering a world-class service to our clients. Its scale allows it to maximise both technical and clinical expertise to drive growth across new markets. The platform developed in recent years now enables the division to leverage these core capabilities, supporting the creation of a sustainable, efficient foundation for ongoing expansion. Outlook Uniphar Medtech has delivered strong growth in recent years driven by an expanded speciality portfolio and broader European footprint. Our strong and recurring business in Ireland provides a stable foundation, while the UK and mainland Europe present the most significant opportunities for future expansion. With a talented team and a proven record of delivery, we are confident in our ability to support clients across a wider geographic reach. Our long-established relationships in Ireland continue to be an important source of momentum as we drive this growth. The division remains firmly on track to achieve high single-digit organic Gross Profit growth over the medium term. Uniphar Supply Chain & Retail Growth Year ended 31 December 2025 2024 Reported Constant €'000 €'000 currency Revenue 2,091,105 1,843,647 13.4% 13.4% Gross Profit 205,363 197,128 4.2% 4.2% Gross Margin % 9.8% 10.7% EBITDA 51,249 53,022 (3.3%) (3.3%) EBITDA Margin % 2.5% 2.9% Performance highlights Organic growth in Gross Profit of 4.2% Gross Margin remains strong at 9.8% with the year-on-year reduction reflective of the pace of revenue growth in Supply Chain relative to Retail EBITDA margin of 2.5% is a reduction on prior year reflecting investment in teams in advance of go-live of strategic investment Wholesale volume growth of 4.7% ahead of market growth Successful acquisition of TouchStore, a provider of dispensing and retail software to the pharmacy sector in Ireland Who we are Uniphar Supply Chain & Retail plays a pivotal role in supporting patient health across Ireland by efficiently, reliably, and securely delivering critical medicines to pharmacies and hospitals. The division is the vertically integrated pharmaceutical distribution and retail pharmacy division of the Group. The division comprises Pre-wholesale, Wholesale and Retail pharmacy businesses that work together to supply medicines, consumer products, pharmacy services and pharmacy software to our customers. Uniphar holds market leading positions in the wholesale and hospital supply markets in Ireland. What we do Pre-wholesale The Pre-wholesale business unit provides pharmaceutical manufacturers with tailored, innovative distribution solutions to support the efficient supply of their products into the Irish market. As a core component of the vertically integrated Supply Chain & Retail offering, Pre-wholesale plays a central role in delivering seamless end-to-end service. Growing demand for specialist medicines requiring temperature-controlled storage and distribution, combined with the deep expertise of our team, places the Pre-wholesale business in an excellent position to meet the evolving needs of its customers. Wholesale The Wholesale business efficiently, reliably, and securely supplies critical medicines to pharmacies and hospitals in Ireland, playing a vital role in improving patient health. At the heart of the business is the delivery of prescription and OTC (over-the-counter) products to community and hospital pharmacies across Ireland. Our ambition is to be the partner of choice for pharmacies by combining world-class service levels with a comprehensive and competitive consumer offering. The acquisition of TouchStore strengthens the platform for the division to enhance our service offering to pharmacies, unlocking smarter ordering, more streamlined pharmacy workflows and ultimately more efficient and profitable pharmacy operations. Retail Our Retail pharmacy business unit comprises 482 pharmacies that are owned, franchised or supported by the Group. The business operates across four brands - Hickey's, McCauley, Allcare and Life Pharmacy - and together forms one of the largest pharmacy groups in Ireland. Community pharmacy plays a prominent role as a trusted support to patients and is increasingly seen as a primary care destination for healthcare services. During 2025 additional services were rolled out to stores to meet the evolving needs of patients across Ireland and to prepare for the expanded pharmacy services as outlined in the Community Pharmacy Agreement 2025. Performance in 2025 The division delivered a robust performance in 2025 with each of the business units contributing to organic Gross Profit growth of 4.2%. Within Supply Chain, the Wholesale business achieved volume growth in 2025 of 4.7%, exceeding market growth rates. The Pre-Wholesale business unit also delivered strong growth, particularly within the hospital supply market, both of which reflects the consistently high service levels delivered to our supply chain customers. The Retail business delivered growth in the period notwithstanding some softness in demand for discretionary front-of-shop products reflecting broader consumer sentiment. The multi-year investment in our new distribution facility and IT infrastructure in Dublin continues to progress well, with the focus in 2025 on completing the fitout and IT development ahead of go-live in 2026. Outlook The Supply Chain & Retail division's success is defined by its commitment to operational excellence and service delivery for customers. Our goal is to be the one-stop shop for community pharmacies, offering reliable solutions for not only their prescription and OTC needs but also their front-of-shop and consumer product requirements. Community pharmacy in Ireland is an important element of the healthcare system and this has been reinforced by the Community Pharmacy Agreement 2025 which supports commitments to expand pharmacy services, increase investment in the sector, and modernisation and digital reform. In Pre-wholesale, the conclusion of the new Irish Pharmaceutical Healthcare Association (IPHA) agreement in early 2026 is welcomed and will provide greater predictability in pricing and faster access to new medicines in Ireland while supporting long-term supply stability. 2026 will be a landmark year for the division as it prepares to launch its new Dublin distribution facility and integrated IT infrastructure. This major capital project will significantly enhance our capability and capacity, positioning the business as an innovator within the Irish pharmacy sector. The acquisition of TouchStore further strengthens our technology offering and, when combined with our supply chain expertise, will help pharmacies improve efficiency, reduce costs, and streamline ordering and stock management. Together, these developments place us at the forefront of supporting the next generation of digital pharmacy. Group Income Statement for the year ended 31 December 2025 2025 2025 2025 2024 2024 2024 Notes Pre-exceptional €'000 Exceptional (Note 3) €'000 Total €'000 Pre-exceptional €'000 Exceptional (Note 3) €'000 Total €'000 Revenue 2 3,074,704 - 3,074,704 2,770,429 - 2,770,429 Cost of sales (2,617,012) - (2,617,012) (2,342,825) - (2,342,825) Gross Profit 457,692 - 457,692 427,604 - 427,604 Selling and distribution costs (91,658) - (91,658) (82,018) - (82,018) Administrative expenses (274,897) (14,557) (289,454) (260,936) (5,556) (266,492) Other operating income 295 - 295 500 2,395 2,895 Operating Profit 91,432 (14,557) 76,875 85,150 (3,161) 81,989 Finance cost 4 (21,192) 5,704 (15,488) (25,917) 17,625 (8,292) Finance income 4 1,555 - 1,555 1,897 - 1,897 Profit before tax 71,795 (8,853) 62,942 61,130 14,464 75,594 Income tax expense (13,527) 1,712 (11,815) (11,239) (119) (11,358) Profit for the financial year 58,268 (7,141) 51,127 49,891 14,345 64,236 Attributable to: Owners of the parent 51,088 64,203 Non-controlling interests 39 33 Profit for the financial year 51,127 64,236 Attributable to: Continuing operations 51,127 64,236 Profit for the financial year 51,127 64,236 Earnings per ordinary share (in cent): Continuing operations 19.5 23.5 Basic and diluted Earnings per Share (in cent) 5 19.5 23.5 Uniphar plc - 2025 Preliminary Results | 18 Group Statement of Comprehensive Income for the year ended 31 December 2025 2025 €'000 2024 €'000 Profit for the financial year 51,127 64,236 Other comprehensive (expense)/ income Items that may be reclassified to the Income Statement: Unrealised foreign currency translation adjustments (11,425) 6,380 Cumulative exchange difference on translation recycled on disposal - (223) Total comprehensive income for the financial year 39,702 70,393 Attributable to: Owners of the parent 39,663 70,360 Non-controlling interests 39 33 Total comprehensive income for the financial year 39,702 70,393 Attributable to: Continuing operations 39,702 70,393 Total comprehensive income for the financial year 39,702 70,393 Group Balance Sheet As at 31 December 2025 ASSETS Notes 2025 €'000 2024 €'000 Non-current assets Intangible assets - goodwill 7 499,567 507,607 Intangible assets - other assets 7 93,573 59,696 Property, plant and equipment, and right-of-use assets 8 301,162 284,796 Financial assets - investments in equity instruments 25 25 Deferred tax asset 7,679 8,718 Other receivables 1,332 1,244 Total non-current assets 903,338 862,086 Current assets Inventory 295,276 201,582 Trade and other receivables 348,170 248,882 Corporation tax 1,543 - Cash and cash equivalents 183,697 102,992 Restricted cash 235 294 Total current assets 828,921 553,750 Total assets 1,732,259 1,415,836 EQUITY Capital and reserves Called up share capital presented as equity 9 20,766 21,841 Share premium 176,501 176,501 Share-based payment reserve 9,333 5,936 Other reserves (1,488) 8,862 Retained earnings 199,889 188,615 Attributable to owners 405,001 401,755 Attributable to non-controlling interests 165 126 Total equity 405,166 401,881 LIABILITIES Non-current liabilities Borrowings 10 355,071 241,646 Deferred contingent consideration 11 955 7,157 Provisions 12 930 1,827 Lease obligations 13 135,285 132,612 Total non-current liabilities 492,241 383,242 Current liabilities Borrowings 10 - 9,316 Deferred contingent consideration 11 9,285 32,025 Lease obligations 13 22,334 22,580 Trade and other payables 803,233 562,969 Corporation tax - 3,823 Total current liabilities 834,852 630,713 Total liabilities 1,327,093 1,013,955 Total equity and liabilities 1,732,259 1,415,836 Group Statement of Changes in Equity for the year ended 31 December 2025 Other Reserves Share Share Share- Treasury Foreign Revaluation Capital Retained Attributable Total capital €'000 premium €'000 based payment reserve €'000 Shares €'000 currency reserve translation reserve €'000 €'000 redemption reserve €'000 earnings €'000 to non-controlling interests €'000 shareholders' equity €'000 At 1 January 2024 21,841 176,501 3,542 - 1,945 700 60 128,213 818 333,620 Profit for the financial year - - - - - - - 64,203 33 64,236 Other comprehensive income: Movement in foreign currency translation reserve - - - - 6,157 - - - - 6,157 Transactions recognised directly in equity: Movement in share-based payment reserve - - 2,944 - - - - - - 2,944 Transfer on exercise, vesting or lapse of share- - - (550) - - - - 550 - - based payments Purchase of non-controlling interest - - - - - - - 725 (725) - Dividends paid - - - - - - - (5,076) - (5,076) At 31 December 2024 21,841 176,501 5,936 - 8,102 700 60 188,615 126 401,881 At 1 January 2025 21,841 176,501 5,936 - 8,102 700 60 188,615 126 401,881 Profit for the financial year - - - - - - - 51,088 39 51,127 Other comprehensive expense: Movement in foreign currency translation reserve - - - - (11,425) - - - - (11,425) Transactions recognised directly in equity: Movement in share-based payment reserve - - 3,766 - - - - - - 3,766 Transfer on exercise, vesting or lapse of share- - - (369) - - - - 369 - - based payments Dividends paid - - - - - - - (5,083) - (5,083) Share buyback - repurchase of shares * - - - (35,100) - - - - - (35,100) Share buyback - cancellation of shares * (1,075) - - 35,100 - - 1,075 (35,100) - - At 31 December 2025 20,766 176,501 9,333 - (3,323) 700 1,135 199,889 165 405,166 * In March 2025, the Group completed the purchase of a €35m share buyback programme whereby the Group repurchased 13.44 million shares for cancellation, c.4.9% of the share count outstanding at 1 January 2025, at a weighted average price of €2.604 per share Uniphar plc - 2025 Preliminary Results | 21 Group Cash Flow Statement Year ended 31 December 2025 2025 2024 Notes €'000 €'000 Operating activities Cash inflow from operating activities 15 166,863 162,816 Payment of deferred contingent consideration (17,373) - Interest paid including debt arrangement costs (19,042) (22,080) Interest received 1,555 1,897 Interest paid on lease liabilities 13 (6,942) (7,235) Corporation tax payments (16,630) (11,130) Net cash inflow from operating activities 108,431 124,268 Investing activities Payments to acquire property, plant and equipment - Maintenance (9,771) (10,911) Payments to acquire property, plant and equipment - Strategic projects (13,769) (68,643) Receipts/(Payments) from disposal of property, plant and equipment (net of disposal expenses) 379 (180) Receipts from disposal of businesses (net of cash disposed and disposal expenses) - 21,934 Payments to acquire intangible assets - Maintenance (15,291) (6,172) Payments to acquire intangible assets - Strategic projects (23,986) (16,182) Payments to acquire subsidiary undertakings (net of cash acquired) (7,095) - Payments on prior year acquisitions (15) (254) Receipts on prior year disposals 43 - Payment of deferred contingent consideration (7,624) (16,071) Net cash outflow from investing activities (77,129) (96,479) Financing activities Proceeds from borrowings 281,750 50,050 Repayments of borrowings (166,000) (33,671) Decrease in invoice discounting facilities (9,316) (3,852) Movement in restricted cash 59 (121) Share buyback - Repurchase of Shares (35,100) - Payment of dividends (5,083) (5,076) Acquisition of further equity in subsidiaries - (483) Principal element of lease payments 13 (16,142) (18,335) Net cash inflow/(outflow) from financing activities 50,168 (11,488) Increase in cash and cash equivalents in the year 81,470 16,301 Foreign currency translation on cash and cash equivalents (765) 1,039 Opening balance cash and cash equivalents 14 102,992 85,652 Closing balance cash and cash equivalents 14 183,697 102,992 Uniphar plc MATERIAL GROUP ACCOUNTING POLICIES Notes to the Consolidated Financial Statements 1. General information Basis of preparation The 2025 financial statements have been audited, with an unqualified audit report and have been approved by the Board of Directors. The financial information set out in this document does not constitute full statutory financial statements but has been derived from the Group financial statements for the year ended 31 December 2025. In accordance with the AIM and Euronext Growth Rules the consolidated financial statements of Uniphar plc and its subsidiaries (the 'Group') have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS, as adopted by the EU and as applied in accordance with the Companies Act 2014. The financial information in the consolidated financial statements has been prepared on a basis consistent with that adopted for the year ended 31 December 2024. The Group's consolidated financial statements are prepared for the year ended 31 December 2025. The consolidated financial statements incorporate the Company and all of its subsidiary undertakings. A subsidiary undertaking is consolidated by reference to whether the Group has control over the subsidiary undertaking. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Uniphar plc is incorporated in the Republic of Ireland under registration number 224324 with a registered office at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K. The statutory financial statements will be filed with the Companies Registration Office in line with the Annual Return date. Going Concern The Directors have made appropriate enquiries and carried out a thorough review of the Group's forecasts, projections and available banking facilities taking account of committed outflows including contingent consideration and committed capital expenditure. Consideration was also given to possible changes in trading performance and potential business risks. The forecasts indicate significant liquidity headroom will be maintained above the Group's borrowing facilities and applicable financial covenants will be met throughout the forecast period. The Group has a robust capital structure with strong liquidity supported into the future by our banking facility. The banking facility consists of a revolving credit facility ('RCF') of €400m and a term loan of €150m together with an additional uncommitted accordion facility of €150m. During 2025, the Group exercised an option to extend the current RCF by two years to August 2029 in addition to placing a five-year term loan of €150m with the existing banking syndicate. The term loan runs to August 2030, with two extension options available to extend the maturity to August 2032. Having regard to the factors outlined above the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of 12 months from the date of approval of these financial statements. As a result, the Directors consider that it is appropriate to continue to adopt the going concern basis, in preparing the financial statements. New standards, amendments, and interpretations The Group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2025: Amendments to IAS 21- Lack of Exchangeability. The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. Uniphar plc MATERIAL GROUP ACCOUNTING POLICIES New standards and interpretations not yet adopted The following accounting standards and interpretations have been published but are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group: Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of Financial Instruments; IFRS 18 - Presentation and Disclosure in Financial Statements; IFRS 19 - Subsidiaries without Public Accountability: Disclosures. The Group is currently performing an assessment of the impact of 'IFRS 18 - Presentation and Disclosure in Financial Statements', which is effective for annual reporting periods beginning on or after 1 January 2027. IFRS 18 is not expected to impact the recognition or measurement of items in the financial statements. However, its impacts on presentation and disclosure are expected to be significant, in particular those related to the classification of income and expenses into operating, investing and financing categories on the face of the income statement and providing management-defined performance measures within the financial statements. The remaining standards are not expected to have a material effect on the results or financial position of the Group. Uniphar plc NOTES TO THE FINANCIAL STATEMENTS 2. Revenue and Operating Segments 2025 €'000 2024 €'000 Revenue 3,074,704 2,770,429 2025 2024 €'000 €'000 Uniphar Pharma 690,773 658,814 Uniphar Medtech 292,826 267,968 Uniphar Supply Chain & Retail 2,091,105 1,843,647 Total Revenue 3,074,704 2,770,429 Segmental information Segmental information is presented in respect of the Group's geographical regions and operating segments. The operating segments are based on the Group's management and internal reporting structures. Geographical analysis The Group operates in three principal geographical regions being the Republic of Ireland, the Netherlands and the UK. The Group also operates in several other European countries, the US and the Asia Pacific region which are not material for separate identification. The following is a geographical analysis presented in accordance with IFRS 8 'Operating Segments' which requires disclosure of information about the country of domicile (Ireland) and countries with material revenue. 2025 €'000 2024 €'000 Ireland 2,372,793 2,108,815 The Netherlands 210,993 206,266 UK 169,492 206,896 Rest of the World (ROW) 321,426 248,452 3,074,704 2,770,429 Operating segments IFRS 8 'Operating Segments' requires the reporting information for operating segments to reflect the Group's management structure and the way the financial information is regularly reviewed by the Group's Chief Operating Decision Maker (CODM), which the Group has defined as the Board of Directors. The Group operates with three divisions: Uniphar Pharma, Uniphar Medtech and Uniphar Supply Chain & Retail. These divisions align to the Group's operational and financial management structures: Uniphar Pharma operates a global business with high-value services across the life cycle of a pharmaceutical product. The business enables pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they cannot source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines. The division operates through its Global Sourcing (formerly On Demand) and Pharma Services business units; Uniphar plc NOTES TO THE FINANCIAL STATEMENTS Uniphar Medtech provides outsourced services, specifically sales, distribution and support services to medical device manufacturers. The business is headquartered in Ireland with a presence in 16 markets primarily across Europe in addition to a facility in the US to support clients seeking to access the North American market; and Uniphar Supply Chain & Retail provides both pre-wholesale and wholesale distribution of pharmaceutical, healthcare and animal health products to pharmacies, hospitals and veterinary clinics in Ireland. Uniphar operates a network of pharmacies under the Life, Allcare, Hickey's and McCauley brands. Additionally, through the extended Uniphar symbol group, the business provides services and supports that help independent community pharmacies to compete more effectively. Operating segments results The Group evaluates performance of the operational segments on the basis of Gross Profit and EBITDA from operations. 2025 Uniphar Pharma €'000 2025 Uniphar Medtech €'000 2025 Uniphar Supply Chain & Retail €'000 2025 Total €'000 Revenue 690,773 292,826 2,091,105 3,074,704 Gross Profit 131,947 120,382 205,363 457,692 EBITDA 30,552 49,108 51,249 130,909 2024 Uniphar Pharma €'000 2024 Uniphar Medtech €'000 2024 Uniphar Supply Chain & Retail €'000 2024 Total €'000 Revenue 658,814 267,968 1,843,647 2,770,429 Gross Profit 121,561 108,915 197,128 427,604 EBITDA 25,356 45,080 53,022 123,458 There are no material dependencies or concentrations on individual customers which would warrant disclosure under IFRS 8 'Operating Segments'. Assets and liabilities are reported to the Board at a Group level and are not reported on a segmental basis. Uniphar plc NOTES TO THE FINANCIAL STATEMENTS 3. Exceptional (charge) / income 2025 €'000 2024 €'000 Professional fees including acquisition costs (1,830) (1,243) Redundancy and restructuring costs (4,453) (2,369) Acquisition integration costs (772) (488) Strategic business transformation (7,103) (1,320) Gain on disposals of businesses and assets - 2,395 Other exceptional costs (399) (136) Exceptional charge recognised in Operating Profit (14,557) (3,161) Decrease in deferred contingent consideration 5,704 17,625 Exceptional credit recognised in finance cost 5,704 17,625 Exceptional credit/(charge) recognised in income tax 1,712 (119) Total exceptional (charge)/income (7,141) 14,345 Professional fees including acquisition costs: Professional fees including acquisition costs are primarily costs relating to transactions under consideration in the year. Professional fees also include legal costs relating to the defence of a legal claim. Redundancy and restructuring costs: Redundancy and restructuring costs include redundancy, ex gratia and termination costs and other costs arising on reorganisations and restructuring Group businesses. Acquisition integration costs: Acquisition integration costs primarily relate to costs incurred on the integration of recent acquisitions into the expanded Group. Such costs include those associated with winding-down and exiting facilities acquired in recent acquisitions in addition to professional fees incurred to optimise the integration of recent acquisitions. Strategic business transformation: Strategic business transformation are costs associated with establishing the strategic platform that will enable the next phase of growth. They include costs associated with the Group's strategic capital expenditure programmes while in the initiation phase together with the costs of establishing a strategic presence in new markets. The costs include setup costs, initiation costs and relocation costs in addition to the costs of a longterm incentive plan associated with building a strategically significant business in the US market. These costs are expected to arise at a significantly higher level in 2026 as the major infrastructure project in Ireland becomes operational. Gain on disposal of businesses and assets: In the prior year, the Group disposed of its investments in Inspired Insight, LLC and Duffy's Medical Hall Limited which resulted in a profit on the disposal of businesses of €2,248,000. Furthermore, the Group disposed of a number of non-current assets that resulted in a gain on disposal of €147,000. Deferred contingent consideration: Deferred contingent consideration relates to a release of €5,704,000 following a review of the expected performance against contractual earn-out targets in relation to acquisitions in the Uniphar Pharma and Uniphar Medtech divisions. These acquisition earn-outs concluded in 2025. Further information is included in Note 11. Uniphar plc NOTES TO THE FINANCIAL STATEMENTS In the prior year, deferred contingent consideration related to a release of €39,247,000 following a review of expected performance against contractual earn-out targets in relation to Uniphar Pharma and Uniphar Medtech acquisitions. An additional provision of €21,622,000 was recognised in respect of acquisitions in the Uniphar Pharma division that have exceeded previous performance expectations. 4. Finance cost and Finance income 2025 2024 €'000 €'000 Finance cost Interest on lease obligations (Note 13) (4,403) (5,323) Interest payable on borrowings and invoice discounting facilities (15,975) (19,034) Unwinding of discount applicable to deferred contingent consideration (776) (1,540) Unwinding of discount applicable to long term incentive programme (38) (20) Finance cost before exceptional credit (21,192) (25,917) Decrease in fair value of deferred contingent consideration (Note 3) 5,704 17,625 Exceptional credit recognised in finance cost 5,704 17,625 Total Finance cost (15,488) (8,292) Finance costs do not include capitalised borrowing costs of €3,528,000 (2024: €2,697,000) on qualifying assets (Notes 7 and 8). Interest is capitalised at the Group's weighted average interest rate for the period of 4.1% (2024: 5.5%). 2025 €'000 2024 €'000 Finance income Interest income 1,555 1,897 Total Finance income 1,555 1,897 5. Earnings per Share Basic and diluted Earnings per Share have been calculated by reference to the following: 2025 2024 Profit for the financial year attributable to owners (€'000) 51,088 64,203 Weighted average number of shares in issue in the year ('000) 261,821 273,015 Dilutive effect of options ('000) 3 - Denominator of diluted Earnings per Share ('000) 261,824 273,015 Earnings per ordinary share (in cent): - Basic 19.5 23.5 - Diluted 19.5 23.5 Diluted Earnings per Share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Adjusted Earnings per Share is an Alternative Performance Measure (APM) and is presented below. Adjusted Earnings per Share supports the understanding of performance by excluding the impact of exceptional items and non-cash items that may not correlate to the underlying performance of the business. Uniphar plc NOTES TO THE FINANCIAL STATEMENTS Adjusted Earnings per Share has been calculated by reference to the following: 2025 €'000 2024 €'000 Profit for the financial year attributable to owners of the parent 51,088 64,203 Exceptional charge/(credit) recognised in Income Statement (Note 3) 7,141 (14,345) Share-based payments 3,766 2,944 Amortisation of acquisition related intangibles 3,371 3,428 Tax credit on acquisition related intangibles (351) (380) Profit after tax excluding exceptional items 65,015 55,850 Weighted average number of shares in issue in the year (000's) 261,821 273,015 Dilutive effect of options (000's) 3 - Denominator of diluted Adjusted Earnings per Share (000's) 261,824 273,015 Adjusted Earnings per Ordinary Share (in cent) Basic 24.8 20.5 Diluted 24.8 20.5 6. Dividends The Directors have proposed a final dividend of €3.4m (€0.0131 per ordinary share), subject to approval at the AGM. This results in a total shareholders dividend of €5.2m (€0.0202 per ordinary share) in respect of the year ended 31 December 2025 as the Board declared and paid a 2025 interim dividend of €1.8m (€0.0071 per ordinary share). If approved, the proposed dividend will be paid on 15 May 2026 to ordinary shareholders on the Company's register on 24 April 2026. This dividend has not been provided for in the Balance Sheet at 31 December 2025, as there was no present obligation to pay the dividend at year end. A final dividend of €3.2m (€0.0125 per ordinary share) relating to 2024 was paid in May 2025. Uniphar plc NOTES TO THE FINANCIAL STATEMENTS 7. Intangible assets Goodwill €'000 Trademarks & licences €'000 Computer software €'000 Technology assets €'000 Brand names €'000 Customer relationships €'000 Total €'000 Cost At 1 January 2025 526,316 202 73,465 3,585 22,185 3,393 629,146 FX movement (12,080) (2) (138) (288) - (379) (12,887) Additions - - 35,795 - - - 35,795 Acquisitions 4,040 - - 6,214 - - 10,254 Disposals/retirements - - (1,389) - - - (1,389) At 31 December 2025 518,276 200 107,733 9,511 22,185 3,014 660,919 Accumulated amortisation At 1 January 2025 18,709 173 30,967 2,481 6,685 2,828 61,843 FX movement - - (54) (208) - (338) (600) Amortisation - 11 3,739 628 2,219 524 7,121 Disposals/retirements - - (585) - - - (585) At 31 December 2025 18,709 184 34,067 2,901 8,904 3,014 67,779 Net book amounts At 31 December 2024 507,607 29 42,498 1,104 15,500 565 567,303 At 31 December 2025 499,567 16 73,666 6,610 13,281 - 593,140 Intangible assets 499,567 16 73,666 6,610 13,281 - 593,140 Right-of-use assets - - - - - - - At 31 December 2025 499,567 16 73,666 6,610 13,281 - 593,140 Included in computer software are assets under construction with a net book value of €56,802,000. Amortisation has not commenced on these assets. Included in the cost of additions are borrowing costs and payroll costs capitalised into computer software amounting to €1,446,000 (2024: €989,000) and €5,266,000 (2024: €3,452,000) respectively. Uniphar plc - 2025 Preliminary Results |

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