Zentiva S.A.

Quarterly Report • May 15, 2025

ZENTIVA S.A.

QUARTERLY FINANCIAL REPORTING

AS AT 31 MARCH 2025

Report date: 31.03.2025

• Name of the issuer: ZENTIVA SA
• Registered office: Bd. Theodor Pallady nr.50, Bucuresti
• Phone / Fax: 021.304.72.00, 021.304.75.00 / 021.345.40.04
• Tax identification number: RO336206
• Trade Register number: J/40/363/1991
• Regulated market on which the issued securities are traded: Bucharest Stock Exchange
• Share Capital – subscribed and paid-in: RON 69,701,704
• Class, type, no. and main characteristics of securities: 697,017,040 dematerialized class I shares
• Market value: RON 4,52 / share representing the reference price on the last trading day of 2024 (November 20, 2024)
• Market capitalization as at March 31, 2025: RON 3,150,517,021.

TABLE OF CONTENTS:

Statement of Comprehesive Income	3
Statement of Financial Position	4
Cash Flow Statement	5
Statement of Changes in Equity	6
Notes to the Financial Statements	7 – 20
Financial Ratios	21

ZENTIVA S.A. STATEMENT OF COMPREHENSIVE INCOME For the period ended March 31, 2025 (all amounts are expressed in RON, unless specified otherwise)

STATEMENT OF COMPREHENSIVE INCOME	31.03.2025	31.03.2024
	RON	RON
Revenue from sales of goods	260,674,413	253,188,519
Revenue from rendering of services	10,675,498	13,106,552
Revenue	271,349,911	266,295,071
Other operating income	56,821	512,050
Changes in inventories of finished goods and work in progress	6,499,490	8,099,955
Raw material expenses, merchandise, consumables used and
utilities	(120,800,416)	(112,909,350)
Employee benefits expenses	(52,090,808)	(45,505,118)
Depreciation, amortization and impairment	(9,053,234)	(7,440,138)
Marketing and advertising expenses	(5,123,546)	(2,456,235)
Reversal of/ (expenses with) provisions	(127,018)	(210,000)
Other operating expenses	(35,855,911)	(31,188,177)
Operating profit	54,855,288	75,198,059
Financial Income Financial Expenses	10,745,500 (773,571)	10,517,289 (659,068)
Profit before income tax	64,827,217	85,056,279
Income Tax Expense	(9,599,465)	(10,890,670)
Net profit for the year (A)	55,227,752	74,165,609
Other comprehensive income: Other comprehensive income that will not be reclassified to
profit and loss in subsequent periods:	-	-
Deferred tax impact on pension/revaluation recognized in equity	-	-
Other comprehensive income items	-	-
Other comprehensive income net of tax (B)	-	-
Comprehensive income for the year (A) + (B)	55,227,752	74,165,609
Number of Shares	697,017,040	697,017,040
Net earnings per share (RON/share)	0.08	0.11

Financial statements for the period ended March 31, 2025 are not audited.

STATEMENT OF FINANCIAL POSITION	31.03.2025	31.12.2024
Assets Non-current assets
Property, plant and equipment	251,946,665	253,852,567
Advances for equipment	-	1,965,626
Right-of-use assets	16,638,784	18,108,392
Goodwill	11,649,100	11,649,100
Customer relationships	12,613,747	13,476,050
Other intangible assets	2,627,114	2,740,267
Total Intangible assets	26,889,962	27,865,417
	295,475,411	301,792,002
Current assets
Inventories	176,666,804	192,971,202
Trade receivables and other receivables	669,491,242	552,335,137
Advances and prepayments	4,552,734	3,895,454
Income Tax Receivable	-	3,433,502
Cash pooling intercompany receivables	655,521,335	645,672,067
Cash and cash equivalents	45,704,865	33,625,156
	1,551,936,980	1,431,932,518
Total assets	1,847,412,391	1,733,724,520
Equity
Issued share capital	69,701,704	69,701,704
Share premium	24,964,506	24,964,506
Legal and other reserves	200,717,846	200,413,115
Revaluation reserve	65,023,715	65,023,715
Retained earnings	1,136,405,370	1,081,482,349
Total equity	1,496,813,141	1,441,585,389
Non-current liabilities
Employee benefit liability	7,945,130	7,945,130
Deferred tax liability	4,128,867	2,237,742
Pillar Two income tax liability	7,965,683	7,956,683
Lease liabilities	8,702,184	9,555,404
Provisions	2,167,986	2,040,968
Total non-current liabilities	30,900,851	29,735,927
Current liabilities
Trade payables and other payables	240,068,456	194,201,854
Income taxes payable	4,274,838	-
Short-term lease liability Other current liabilities	8,333,032 63,796,261	8,917,455 56,058,082
Short-term provisions	3,225,813	3,225,813
Total current liabilities	319,698,400	262,403,204
Total liabilities	350,599,251	292,139,131
Total liabilities and equity	1,847,412,391	1,733,724,520

Financial statements for the period ended March 31, 2025 are not audited.

ZENTIVA S.A. STATEMENT OF FINANCIAL POSITION For the period ended March 31, 2025

(all amounts are expressed in RON, unless specified otherwise)

STATEMENT OF CASH FLOWS	31.03.2025	31.03.2024
Cash flows from operating activities:
Profit before tax	64,827,217	85,056,279
Depreciation and amortization	9,053,234	7,440,138
Allowance for trade and other receivables, advances and
prepayments	-	-
Inventory allowance movement	(2,729,367)	3,555,131
Movements in provisions for risks and charges	127,018	-
Loss on sale of non-current assets	354	2,382
Interest revenues	(10,203,681)	(9,006,645)
Interest expenses	277,345	305,790
Operating profit before working capital changes	61,352,121	87,353,075
Change in inventories	19,033,764	(10,145,595)
Change in trade, other receivable and advances	(115,847,758)	(74,881,859)
Change in trade and other payable	54,226,304	38,508,617
Interest paid	(277,345)	(305,790)
Cash generated from operating activities	18,487,086	40,528,448
Income tax paid	-	-
Net cash from operating activities	18,487,086	40,528,448
Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets	(3,675,349)	(12,804,568)
Cash pooling movement	(9,849,268)	(31,006,645)
Interest received	10,203,681	9,006,645
Net cash from/ (used) in investing activities	(3,320,936)	(34,804,568)
Cash flows from financing activities
Lease payments	(3,086,441)	(2,466,772)
Net cash used in financing activities	(3,086,441)	(2,466,772)
Net increase (decrease) in cash and cash equivalents	12,079,709	3,257,107
Cash at the beginning of the period 1 January	33,625,156	27,302,728
Cash at the end of the period 31 March	45,704,865	30,559,835

STATEMENT OF CHANGES IN EQUITY

	Legal and
	Share capital	Share premium	other reserves	Revaluation reserve	Retained earnings	Total
Opening balance at 1 January 2025	69,701,704	24,964,506	200,413,115	65,023,715	1,081,482,349	1,441,585,389
Profit for the year	-	-	-	-	55,227,752	55,227,752
Other comprehensive income: Deferred tax impact of other comprehensive income items Other comprehensive income Total other comprehensive income	- - -	- - -	- - -	- - -	- - -	- - -
Total comprehensive income	-	-	-	-	55,227,752	55,227,752
Reserve for reinvested profit	-	-	304,731	-	(304,731)	-
Closing balance at 31 March 2025	69,701,704	24,964,506	200,717,846	65,023,715	1,136,405,370	1,496,813,141

The legal reserve is set in accordance with the provisions of the Companies Law, according to which, at least 5% of the annual accounting profit is transferred within the legal reserves until their balance reaches 20% of the company's social capital. If this reserve is used fully or partially to cover losses or to distribuite in any form (such as to issue new shares according to the Companies Law), it becomes taxable. The company's management does not estimate it shall use its legal reserve in such a way that it becomes taxable.

NOTE 1: INFORMATION ABOUT THE COMPANY

The company, previously named SICOMED S.A. Bucharest ("Sicomed") was founded in 1962 as Intreprinderea de Medicamente BUCURESTI ("IMB"). The current registered office of the Company is located in B-dul Theodor Pallady no.50, Bucharest. The Company is registered with the Trade Register under no. J40/363/1991.

In 1990, Sicomed became a joint stock company by incorporating and taking over all the assets of the former IMB in accordance with the Government Decision. The initial share capital was the result of the difference between assets, including specific valuations of land and buildings donated by the State to the Company in accordance with the Government Decision, and liabilities held as of the same date.

In October 2005, the majority stake in the company was acquired by Zentiva Group (a group in the pharmaceutical industry operating in Central and Eastern Europe) by acquiring shares held in Venoma Holdings Limited. Zentiva Group has control over the Company's operations.

Starting with 24 January 2006, the Company changed its name from Sicomed SA to Zentiva SA.

Starting with 11 March 2009, there was a change in the shareholding structure at the group level (Sanofi Aventis acquired 97% of Zentiva NV shares - parent of the Company).

The main activity of the Company is the production and marketing of preparations and medicines for human use.

Starting with 2007, a decision has been taken at the Zentiva Group level, and as a result the Company started its trading operations through its subsidiary in Romania, namely Zentiva International (incorporated in Slovakia) ("ZIRO") and, as such, the Romanian market (i.e. distributors) was supplied with the Company's products through ZIRO. Starting with 1 October 2011, sales are made directly through Sanofi Romania SRL entity and after that date, ZIRO became an entity with no activity, and was to be liquidated.

On 20 February 2018, Zentiva SA launched the public purchase offer by Zentiva NV of the shares owed by minority shareholders in the percent of 18.4067 % at a purchase price of RON 3.5 / share. The public purchase offer was concluded on 5 April 2018. The shares redeemed through this offer were primarily the ones owned by KJK Fund II, the NN Optional Active Pension Fund, the NN Optional Optimal Pension Fund and the NN Privately Administrated Pension Fund.

At the end of October 2016, Sanofi Group announced, after an analysis of all the available options, the initiation of its European generic medicine's division carve out.

As of that date, Zentiva SA was included in this separation process that was finalized on September 30, 2018, when Advent International NV purchased the European generic medicine division of Sanofi Group.

Starting with 1 September 2018, Sanofi Romania SRL, who was up until that time the distributor of generic medicine produced by Zentiva SA on the Romanian market, transferred its distribution activity to Zentiva SA, based on the distribution activity transfer contract, which was approved on 7 March 2019 by the General Meeting of the Shareholders of Zentiva SA.

Following this, Zentiva started the direct distribution in Romanian of generic medicines both produced in Romania, as well as imported from other entities from the Group. The local market distribution is done by local distributors.

The Company is listed on Bucharest Stock Exchange.

The Company has no investments in subsidiaries or associated companies as of 31 March 2025. The Company is part of a group and is at its turn consolidated in the Group's Financial Statements, the consolidated parent company being AI Sirona (Luxembourg) Acquisition S.a.r.l.

COMPANY'S MANAGEMENT as at March 31, 2025

Board of Directors

Simona Cocos - Chairman of the Board – starting with August, 2021 Mihail-Codrin Botoran - Member of the Board - starting with February 2025 Hacho Agop Hatchikian - Member of the Board - starting with June 2024 Alin Briciu - Member of the Board - starting with February 2023 Francois Noel Marchand – Independent Member of the Board - starting with February 2017

Executive Management

Simona Cocos – General Manager, Member and Chairman of the Board

NOTE 2: BASIS OF PREPARATION OF THE FINANCIAL STATEMENT

The Company's financial statements have been prepared in accordance with the provisions of Order No. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards applicable to companies whose securities are admitted to trading on a regulated market with all subsequent amendments and clarifications. These provisions are in line with the provisions of the International Financial Reporting Standards endorsed by the European Union, except for the provisions of IAS 21 The Effects of Changes in Foreign Exchange Rates regarding the functional currency, of IAS 20 Accounting of Government Grants regarding the recognition of revenue form green certificates, with the exception of IFRS 15 - Revenue from Contracts with Customers regarding the revenue from distribution network connection charges and the exception of the presentation in the financial statements of the additional tax related turnover. These exceptions are not applicable and do not affect the Company and the compliance of the financial statements of the Company with IFRS Accounting Standards as adopted by the EU

In order to prepare these financial statements, in accordance with the Romanian legal provisions, the functional currency of the Company is considered to be the Romanian Leu (RON).

Going Concern

These financial statements have been prepared on a going concern basis, which assumes that the Company will continue its activity in the foreseeable future. To assess the applicability of this assumption, the management analyses the forecasts of future cash inflows.

On 31 March 2025, current assets of the Company exceed current liabilities by RON 1,232,238,580 (as of 31 December 2024 current assets exceeded current liabilities by RON 1,169,529,314). At the same date the Company recorded a profit for the period of RON 55,227,752 (2024: RON 250,510,124)

The budget prepared by the management of the Company and approved by the Board of Directors for the year 2025, indicates positive cash flows from the operating activities, an increase in sales and profitability from the direct distribution on the Romanian market of generic medicine produced locally as well as the ones imported from other entities of the Group to which the Company belongs.

The management considers that the Company will be able to continue its activity in the foreseeable future and therefore the application of the going concern principle in the preparation of the financial statements is reasonable.

Principles, policies and accounting methods

No significant changes occurred in the company's accounting policies and principles during the financial year concluded on March 31, 2025, compared to the accounting policies presented on December 31, 2024.

NOTE 3: SALES OF GOODS AND RENDERING OF SERVICES AND RAW MATERIAL AND CONSUMABLES EXPENSES

3.1 Revenues

For management purposes, the Company is organized in business units based on its products and services. The Company has a single reportable segment, namely the production of medicines.

The Company's management monitors the operating results of the business for the purpose of making decisions regarding the allocation of resources and the assessment of performance. Performance is assessed based on the operating profit or loss, the profit before tax and it is quantified consistently with the operating profit or the loss in the financial statements.

The Company monitors the sales transactions, considering the domestic and external sales.

	1 January – 31 March 2025	1 January – 31 March 2024
Sales - domestic	159,212,686	159,669,429
Sales – external*	112,137,224	106,625,642
Total revenue	271,349,911	266,295,071
a) Rendering of services	10,675,498	13,106,552
b) Sales of goods, including:	260,674,413	253,188,518
Sales of finished goods	217,779,834	217,115,462
Sales of merchandise	64,344,882	52,167,355
Residual products	25,758	16,157
Claw back tax	(21,476,062)	(16,110,456)

* Sales of the company are within European Union, external sales being represented mainly by sales to Czech Republic.

Clawback tax

Starting the last quarter of the financial year ended 31 December 2009, in the pharmaceutical industry, for the companies holding Marketing Authorizations (MA) for certain medicines, a new tax was introduced and referred to as" claw-back tax". For the purpose of funding the public health expenses, MA holders included in the national health programs have the obligation to pay the claw-back tax quarterly for the concerned sales of medicines related to the concerned quarter based on the notifications received by the Company from the National Health Insurance House Fund (CNAS).

The contribution (the claw-back tax) is paid by the MA holders or by their legal representatives, if these medicines are:

• ➢ Prescribed within the healthcare system in Romania.
• ➢ Used in the ambulatory treatment (with or without a patient's contribution) based on a medical prescription and are available in pharmacies, hospitals or used as part of the medical treatment in dialysis clinics.

Starting 2020, following several legal amendments brought by Law 53/2020 approving Ordinance no. 85/2019, differentiated claw-back contribution by types of medicines was introduced.

Specifically, for type I medicines (innovative medicines), the quarterly contribution is calculated by applying 25% on the value related to their centralized consumption (as communicated by the National Health Insurance Fund, after VAT deduction), while for type II (medicines produced in Romania, both innovative and generic) and type III medicines (generic medicines / any other medicines not classified as type I or II), the contribution is calculated by applying 15% and 20%, respectively.

NOTE 3: SALES OF GOODS AND RENDERING OF SERVICES AND EXPENSES WITH RAW MATERIALS AND CONSUMABLES EXPENCES (continued)

In October 2023, Government Ordinance no. 88/2023 was published approving the amendment of art. 3^8 of Government Ordinance no. 77/2011, so that starting from Q3 2023, the quarterly clawback contribution is calculated and due differentiated depending on the classification of medicines into «type I medicines» and «type II medicines».

The list containing the classification of type I and type II medicines is approved quarterly by Minister of Health order, up to and including the 15th of the second month following the end of the quarter for which the contribution is due. The classification of medicines in the categories mentioned above is carried out by the National Agency of Medicines and Medical Devices in Romania.

Most of the medicines Zentiva have in its portfolio are classified under type II medicines, so the related clawback contribution is calculated by applying 15%.

3.2 Raw material expenses, merchandise, consumables used and utilities

	Note	1 January – 31 March 2025	1 January – 31 March 2024
Raw materials	a	50,375,696	52,556,119
Merchandise		38,064,055	26,041,909
Packaging materials	b	19,564,568	21,938,647
Auxiliary materials	c	5,327,754	4,156,347
Utilities	d	4,673,510	4,978,680
Other material expenses	e	2,794,834	3,237,647
Total		120,800,416	112,909,350

The amounts mentioned in the above table on the reference lines a, b, c represent mainly expenses with raw materials and direct materials, packaging and auxiliary materials, used in the production activity.

The amounts mentioned on reference line d – utilities - refer mainly to the expenses with energy, gas and water.

e – this category includes mainly the expenses with materials not on stock used by the department in charge with the certification of the products originating from Turkey and India, which are going to be distributed on the EU market, as well as with the certification of the products existing in the Zentiva SA portfolio.

NOTE 4: OTHER INCOME / OTHER EXPENSES AND ADJUSTMENTS

4.1 Other operating income

Other operating income	1 January – 31 March 2025	1 January – 31 March 2024
Gain/ loss from disposal of non-current assets	(354)	2,382
Other operating income	57,175	509,668
Total	56,821	512,050

NOTE 4: OTHER INCOME / OTHER EXPENSES AND ADJUSTMENTS (continued)

4.2 Other operating expenses

	1 January – 31 March 2025	1 January – 31 March 2024
Support services received from Zentiva Group	16,794,997	10,906,182
Repairs	2,696,641	3,139,825
Royalties – Zentiva trademark	276,841	186,071
Travel expenses	864,363	1,653,219
Write-off of inventories	5,358,838	-
Taxes, registration fees	845,495	808,021
Professional fees	326,623	446,405
Other expenses	11,421,479	10,493,323
Net allowance for inventories	(2,729,367)	3,555,131
Net allowance for trade receivables and other receivables	-	-
Total	35,855,911	31,188,177

The expenses with support services from the Group include a large variety of services (see below) and have increased in Q 1 2025 compared to the same period from previous year:

• Management and development of the products portfolio (monitoring, assistance regarding transfers, projects for Company production process optimization), for the procurement process (suppliers monitoring, negotiating the main contracts for raw material), legal support (international review and support / complex situations related to the business environment in Romania) and financial services (sales monitoring, support in production cost planning and optimization, defining the production flow for the local production capacity).
• In addition to services mentioned above in this category are also included IT support services (SAP and other apps used by all entities within the group), operational services and support for daily activities regarding the IT infrastructure and software used, and IT project management and execution relevant on a local level.

Repair services include: repair services related to the production equipment and repairs related to the cars fleet.

Other expenses include: expenses for R&D in the pharmaceutical field, expenses for production authorization, equipment maintenance and repair, transport, security, intranet and other miscellaneous costs. In this category, there are included also the personnel leasing services of Lugera & Makler Romania SRL.

NOTE 5: NON-CURRENT ASSETS

	Property, plant and	Goodwill	Customer relationships	Right-of-use assets	Intangible asstes	Total
	equipment
Gross value as at 1
January 2025	453,049,200 11,649,100		34,492,101	47,359,848	9,516,317	556,066,565
Additions	3,675,349			1,028,575		4,703,924
Disposals	(1,694,764)				(5,625)	(1,700,389)
Gross value as at 31
March 2025	455,029,785 11,649,100		34,492,101	48,388,423	9,510,692	559,070,101
Depreciation and
impairment as of 1 January 2025	(199,196,633)	-	(21,016,051)	(29,251,456) (6,776,049)		(256,240,189)
Depreciation in the year	(5,584,959)		(862,303)	(2,498,182)	(107,790)	(9,053,234)
Disposals	1,698,473				262	1,698,735
Depreciation and impairment as of 31 March 2025	(203,083,119)	-	(21,878,354)	(31,749,638)	(6,883,577)	(263,594,688)
Net value as at 1 January 2025	253,852,567	11,649,100	13,476,050	18,108,392	2,740,268	299,826,377
Net value as at 31 March 2025	251,946,665	11,649,100	12,613,747	16,638,784	2,627,114	295,475,411

PROPERTY, PLANT AND EQUIPMENT

Revaluation of land and buildings

As of 31 December 2022, the Company revalued the existing land and buildings in the Company's patrimony. The revaluation was made by an independent valuer in accordance with the International Valuation Standards.

Fair value was determined by reference to market information, using the net rental income capitalization approach as the main method in valuing buildings and special constructions and the market approach (direct comparison method), as a method for land valuation. The cost replacement approach was also applied as a secondary valuation method for the buildings valuation.

Valuation techniques are selected by the independent valuer in accordance with the International Valuation Standards, the type of property and the purpose of the valuation. Applying techniques and methods of measurement are in line with common practice for the type of asset value.

Fair value is generally determined by using inputs on level 3 of the fair value measurement hierarchy.

The inputs used in the valuation were:

• a. For buildings and special constructions:
  • ➢ level 3 inputs representing replacement costs, historic costs, historic cost update indexes, impairment adjustments - most of these being derived based on publicly available technical studies, respectively IROVAL Catalogues and the National Institute of Statistics (as opposed to data taken directly from the market), with impairment estimated by the valuer.

b. For land:

➢ level 3 inputs representing sale prices taken from sale offers for similar pieces of land, publicly available, with adjustments made by the valuer depending on their comparability with the measured pieces of land.

NOTE 5: NON-CURRENT ASSETS (continued)

The result of the evaluation was influenced by the main market inputs used, mainly: market value per square meter for land (estimated at EUR 149 / sqm), estimation of net rental revenues for buildings (estimating a monthly market rent, the occupancy rate of the property, the operating expenses, respectively the property tax, the insurance premium, administrative expenses and expenses for capital repairs and a capitalization rate of 9.5%).

The fair value of the Company's land of 77,877 sqm was determined by the valuer to be EUR 149/sqm.

The total fair value of the measured assets was RON 114,838,475. The sensitivity analysis of the overall value of the valued asset base, performed by using the main inputs under the income approach in the range - / + 1% for the capitalization rate and (3%) / + 5% in the degree of vacancy (cumulative sensitivity of the two basic indicators), indicated an interval of RON 108,1m - RON 121,1m.

As at 31 December 2024, the independent valuer reassessed the fair value using updated market estimates and concluded that there are no significant variations compared to the fair values estimated as at 31 December 2022.

GOODWILL AND CUSTOMER RELATIONSHIPS

The goodwill and customer relationships of the Company are related to transfer of distribution activity from Sanofi Romania as part of a carve-out process performed in 2018 by Sanofi Group, which included the transfer of the Generics distribution business from Sanofi Romania to Zentiva.

The Company performed an impairment testing on goodwill as of 31 December 2024 and respectively as of 31 December 2023 in accordance with IAS 36. The recoverable value of the CGU to which goodwill is allocated was significantly higher than the carrying value, so no impairment adjustments were identified. No reasonably possible change in the key assumptions on which management has based its determination of the recoverable value would cause the CGU's carrying amount to exceed its recoverable amount.

The recoverable value was determined based on the value in use following the application of the discounted cash flow method within the income approach, using management's assumptions, namely: future cash flows estimated by the management for 9 years (2025 – 2033) determined taking into account an average annual growth rate of net sales of 4.8% (2023: 7.5%), a perpetuity growth rate of 2.5% (2023: 2.5%), operating margin of 2.45% (2023: 3.0%) and a WACC of 11.6% for 2025 and 10.5% for the period 2026 – 2033 (2023: WACC of 14.5% for 2024, 11.6% for 2025 and 10.5% for the period 2026 - 2032.)

RIGHT-OF-USE-ASSETS

The Company recognized as "Right-of-use assets" the following categories:

• Car leasing for the Company's personnel;
• The lease of a packing line;
• The lease contract for the storage premises owned by FM Logistic;
• The lease agreement for IT equipment.

The leases for vehicles have a lease term of 48 months. The Company's obligations under the lease contracts are secured by the lessor's title to the leased assets.

NOTE 5: NON-CURRENT ASSETS (continued)

The Company has a lease for a warehouse used for medicines storage, that includes the termination option. This option is negotiated by the Company's management to provide flexibility in the management of the leased asset and align with the Company's business needs. The Company's management applies judgement to determine whether it is reasonably certain to exercise termination option.

INTANGIBLE ASSETS

The Company recognized in the category "intangible assets" the following items:

• Computer software
• Patents, licenses, trademarks

NOTE 6: INVENTORIES

	31 March 2025	31 December 2024
Merchandise	47,094,733	63,517,822
Finished products and semi-finished products	65,942,256	61,868,581
Raw materials	63,647,857	68,950,993
Package materials	20,403,057	21,784,271
Minus:
Allowance for obsolete inventories	(20,421,098)	(23,150,465)
Total	176,666,804	192,971,202

The Company has no inventories pledged in favor of third parties as of 31 March 2025 and 31 December 2024 respectively.

NOTE 7: TRADE RECEIVABLES AND OTHER RECEIVABLES; ADVANCES AND PREPAYMENTS

Trade receivables and other receivables

	31 March 2025	31 December 2024
Total trade receivables, net, out of which:	667,407,411	550,664,101
Trade receivables *	287,529,494	292,877,336
Trade receivables from related parties	380,682,276	258,591,124
Minus:
Allowance for expected credit losses	(804,359)	(804,359)
Total other receivables - net, out of which:	2,083,831	1,671,036
Recoverable taxes	1,966,424	1,621,736
Sundry debtors	117,407	49,300
Minus:
Allowance for doubtful foreseen losses from other
receivables	-	-
Total trade receivables and other receivables	669,491,242	552,335,137

NOTE 7: TRADE RECEIVABLES AND OTHER RECEIVABLES; ADVANCES AND PREPAYMENTS (continued)

	31 March 2025	31 December 2024
Advances and prepayments, out of which:
Advances paid – current	270,065	221,006
Advances paid to related parties – current	-	-
Prepayments	3,637,813	2,656,621
Prepayments to related parties	644,856	1,017,827
Total advances and prepayments	4,552,734	3,895,454

Trade receivables are not interest-bearing and are generally on 60 - 120 days terms (2024: 60 - 120 days terms).

See below for the movements in the allowance for trade and other receivables:

Value adjustments	31 March 2025	31 December 2024
Opening Balance	(804,359)	(733,592)
Set-up	-	(371,495)
Uses	-	300,728
Closing Balance	(804,359)	(804,359)

NOTE 8: CASH AND CASH EQUIVALENTS

	31 March 2025	31 December 2024
Cash at banks and on hand	45,704,865	33,625,156
Total	45,704,865	33,625,156

Cash in the bank is interest-bearing at the daily interest rate when the deposits are set. Short-term deposits are made for different periods of time between 1 day and 3 months, depending on the Company's cash requirements and accrues interest at the appropriate interest rates.

As of 31 March 2025, the Company had letters of guarantee issued in favor of third parties amounting to RON 21,565 (2024: RON 21,565).

As of 31 March 2025 and 31 December 2024 respectively, the Company has an unused credit facility of RON 10,000,000 at BNP Paribas. The interest rate is 1-month ROBOR + 1.30% pa.

NOTE 9: CASH POOLING INTERCOMPANY RECEIVABLE

In 2025 and 2024 the Company participated in a cash pooling agreement with AI Sirona (Luxembourg) Acquisition SARL (the ultimate parent entity of Zentiva Group, a.s.). Through the cash pooling arrangements AI Sirona (Luxembourg) Acquisition SARL manages centrally the surplus cash and the shortterm liquidity needs of the subsidiaries. The cash deposits/drawdowns under the cash pooling agreement are subject to interest rates based on 3M ROBOR rate and applicable mark-up based on valid Group transfer pricing policy.

The total interest income for cash-pooling transactions during the year is in the amount of RON 9,849,268 (31.03.2024: interest income in the amount of RON 9,006,645).

As of March 31, 2025 the balance of cash pooling deposit is RON 655,521,335 (December, 31 2024: RON 645,672,067).

NOTE 10: ISSUED CAPITAL AND RESERVES

Share Capital

	31 March 2025	31 December 2024
	Number	Number
Ordinary shares subscribed capital	697,017,040	697,017,040

	31 March 2025	31 December 2024
	RON / share	RON / share
Ordinary shares nominal value	0.1	0.1

	31 March 2025	31 December 2024
	RON	RON
Share capital	69,701,704	69,701,704

The company's share capital is fully paid on March 31, 2025 and December 31,2024.

Shareholding structure

	31 March 2025 (%)	31 December 2024 (%)
Zentiva Group AS	99.9736	95.9486
Other minority shareholders	0.0264	4.0514
	100%	100%

As of December 31, 2024, Zentiva Group a.s. held 95.9486% of the Company's shares, the reminder of the shares being held by other minority shareholders.

Between 25 September and 8 October 2024 the majority shareholder (Zentiva Group a.s.) carried out a public purchase offer addressed to all the shareholders.

Within the Public Offer, Zentiva Group a.s. together with the person that acted jointly with, respectively Zentiva SA, acquired a number of 319,649 shares, representing 0.0459% of Zentiva SA's share capital and 1.1394% of the offer's subject matter.

The Majority Shareholder is acting jointly with Zentiva SA which holds a number of 183,891 treasury shares, representing a 0.0264% stake of the Company's share capital.

On 14 November 2024, the Financial Supervisory Authority approved the announcement for initiating the procedure of the minority shareholders withdrawal at the price of RON 4.5134 / share. Following this decision, on 21 November 2024 Zentiva SA was suspended from trading on the Bucharest Stock Exchange.

The Company is still considered listed until final decision from Financial Supervisory Authority is obtained.

The new shareholding structure was registered with the Trade Registry on 7 February 2025.

NOTE 10: ISSUED CAPITAL AND RESERVES (continued)

Reserves

Total other reserves included in the capital components:	31 March 2025	31 December 2024
Legal reserves	13,940,341	13,940,341
Other reserves (other funds)	186,777,505	186,472,774
Revaluation reserves	65,023,715	65,023,715
Retained earnings	1,136,405,370	1,081,482,349
Total other reserves	1,402,146,931	1,346,919,179

NOTE 11: PROVISIONS

	Provisions for taxes	Environmental provision	Other provisions	Total
On 1 January 2025	2,878,428	1,265,568	1,122,785	5,266,781
Increase	-	-	127,018	127,018
Reversal	-	-	-	-
On 31 March 2025	2,878,428	1,265,568	1,249,803	5,393,799
Current	2,878,428	-	347,385	3,225,813
Long term	-	1,265,568	902,418	2,167,986

Tax provisions

As at 31 March 2025, the balance of the tax provision is in amount of RON 2,878,428 (31 December 2024: RON 2,878,428)

The provisions for taxes are set for the amounts payable to the State Budget, provided that the respective amounts do not appear as a liability in relation to the State.

Environmental provisions

Environmental provisions were reassessed by specialists during the year 2024, so that the provision as of December 31, 2024 and March 31, 2025 is in amount of RON 1,265,568. This represents expenses related to ecological rehabilitation and soil and underground water monitoring.

NOTE 12: PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS

Company applies an employee defined benefit plan. The plan requires the Company to pay social security contributions for the employees in the public pension fund.

In the normal course of business, the Company makes payments to the Romanian State for on behalf of its employees. All Company employees are members of the Romanian State pension plan. The Company does not operate any other pension plan or post-retirement benefit plan except for the retirement benefits

NOTE 12: PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS (continued)

plan detailed below and, consequently, has no obligation concerning pensions. In addition, the Company is not under the obligation to provide additional benefits to former or current employees.

Benefits granted upon retirement:

According to the Collective Labor Agreement, the Company grants to its employees a variable number of salaries depending on length of service within the Company.

According to P1 Plan, upon retirement, retirees receive a bonus depending on their length of service within the Company as follows:

• ➢ Up to 10 years in the Company, ½ average gross salary at company level;
• ➢ 10 20 years within the Company, 1 average gross salary at company level;
• ➢ 20 30 years within the Company, 2 average gross salary at company level;
• ➢ Over 30 years within the Company, 3 average gross salaries at company level.

In addition, according to P2 Plan, when employees turn 50, in case the employees have completed 5 years of continuous service in the company, they receive a bonus based on their length of service within the Company as follows:

• ➢ 5 15 years in the Company, ½ average gross employee salary;
• ➢ Over 15 years in the Company, one average gross employee salary.

At the same time, depending on the length of service at the Company, the employees receive some benefits in fixed amounts, which start with 400 RON upon completion of 2 years in the Company and reach 3,800 RON upon completion of 36 years in the Company.

Provisions for pensions and other similar obligations are estimated based on the collective labor agreement of the Company by a third-party specialist. As of March 31, 2025 and December 31, 2024 these provisions are in total amount of RON 7,945,130.

NOTE 13: TRADE PAYABLES AND OTHER PAYABLES

Trade payables and other payables

	31 March 2025	31 December 2024
Trade payables	89,844,256	98,069,071
Trade payables to related parties	150,224,199	96,132,783
Total	240,068,456	194,201,854

Other current liabilities

	31 March 2025	31 December 2024
Wages and salaries payable	23,569,638	25,447,198
Social security contributions and salary taxes	9,671,050	6,156,703
Claw back tax (*)	23,590,638	16,426,375
Other taxes	1,942,520	3,005,377
Other liabilities	5,022,415	5,022,430
Total	63,796,261	56,058,082

NOTE 14: RELATED PARTY DISCLOSURE

Details about related parties:

Company name	Nature of relation	Transaction type	Country of origin	Registe red office
AI Sirona (Luxembourg)	Parent of Zentiva
Acquisition S.à.r.l	Group AS	Holds cash pooling	Luxembourg	Luxembourg
Labormed Pharma Trading SRL	Company under common control	Sale of goods and services	Romania	Bucharest
	Company under
Labormed Pharma SA	common control	Provision of services	Romania	Bucharest
	Majority shareholder	Purchases /revenue	Czech
Zentiva Group A.S.		from services	Republic	Prague
	Company under
Zentiva Italia	common control	Purchases of goods	Italy	Milan
	Company under	Purchases/ Sale of
	common control	goods and provision	Czech
Zentiva, K.S.		of services	Republic	Prague
	Company under	Purchases/ Sale of
	common control	goods and provision
Zentiva Pharma GMBH		of services	Germany	Frankfurt
	Company under
Zentiva Private LTD	common control	Purchases of goods	India	Mumbai
	Company under
Zentiva Pharma UK Limited	common control	Provision of services	UK	London
	Company under
Zentiva ES	common control	Provision of services	Spain	Madrid

Payables and receivables from affiliated entities and other related parties

➢ Receivables from affiliated entities / other related parties

	31 March 2025	31 December 2024
Labormed Pharma Trading SRL	31,140,152	21,264,499
Labormed Pharma SA	4,673,213	1,403,283
Zentiva K.S.	341,938,902	232,348,476
Zentiva Group A.S.	3,574,865	3,574,865
Total	380,682,276	258,591,123
Zentiva K.S. – prepayments	644,856	1,017,827
Total	381,327,132	259,608,950
Al Sirona (Luxembourg) Acquisition S.à.r.l – cash pooling	655,521,335	645,672,067

NOTE 14: RELATED PARTY DISCLOSURE (continued)

➢ Payables to the affiliated entities / other related parties

	31 March 2025	31 December 2024
Labormed Pharma Trading SRL	19,884,482	15,754,981
Labormed Pharma SA	3,897,807	2,018,054
Zentiva K.S.	48,684,641	14,397,415
Zentiva Group A.S	68,275,617	55,730,467
Zentiva ES	109,496	-
Zentiva Italia	151,600	81,688
Zentiva Private LTD	9,220,556	8,150,178
Total	150,224,199	96,132,783

Information regarding the transactions with the affiliated entities and other related parties

➢ Sales of goods and services

	31 March 2025	31 March 2024
Labormed Pharma Trading SRL	5,495,891	5,923,199
Labormed Pharma SA	2,832,303	5,288,079
Zentiva K.S.	98,176,301	90,011,541
Zentiva Group A.S	-	3,458,556
Total	106,504,495	104,681,375

➢ Purchase of goods and services

	31 March 2025	31 March 2024
Labormed Pharma Trading SRL	3,243,496	2,792,146
Labormed Pharma SA	1,734,652	450,028
Zentiva K.S.	24,256,025	41,968,680
Zentiva Group A.S.	12,510,518	7,435,648
Zentiva ES	102,640	-
Zentiva Private LTD	9,217,154	601,765
Total	51,064,484	53,248,267

NOTE 15: FINANCIAL RATIOS

Ratio Name	Formula	31 March 2025	31 March 2024
Current Liquidity Ratio	Current Assets / Current Liabilities	4.9	4.1
Indebtedness Ratio	Long Term Debt / Shareholders' Equity x 100	0%	0%
Debtors Days Ratio	Average Customers Balance / Turnover x 90	202	152
Assets Turnover Ratio	Turnover / Non Current Assets	0.9	0.9

NOTE 15: FINANCIAL RATIOS (continued)

The current liquidity ratio has increased compared to the same period last year. As of March 31, 2025, the current liquidity indicator is 4.9 (March 31, 2024: 4.1)

The company has no long-term debt.

The duration of debt collection, respectively the number of days until which debtors pay their debts to the company has increased compared to the same period from last year, especially due to increase of trade receivables from related parties.

NOTE 16: EVENTS OCCURRING AFTER THE REPORTING PERIOD

There were no subsequent events that would affect the financial statements of the Company as of March 31, 2025.

Administrator, Prepared by,

Cocos Simona Nitulescu Daniel Chief Financial Officer

Signature Signature