Interim / Quarterly Report • Jul 31, 2025
Interim / Quarterly Report
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fagron.com
| Interim management report | 4 |
|---|---|
| Condensed consolidated income statement | 4 |
| Condensed consolidated statement of comprehensive income | 5 |
| Condensed consolidated statement of financial position | 6 |
| Condensed consolidated statement of changes in equity | 7 |
| Condensed consolidated cash flow statement | 8 |
| Notes to the interim financial information | 9 |
| 1. General Information | 9 |
| 2. Summary of the most important basis for the condensed consolidated interim financial information | 9 |
| 3. Summary of the most important accounting policies | 9 |
| 4. Seasonality | 10 |
| 5. Services and other goods | 10 |
| 6. Employee benefit expenses | 10 |
| 7. Profit per share | 10 |
| 8. Non-recurring result | 11 |
| 9. Segment information | 11 |
| 10. Goodwill | 13 |
| 11. Debt | 13 |
| 12. Contingencies | 14 |
| 13. Total adjustment for non-cash items | 14 |
| 14. Total changes in working capital | 14 |
| 15. Business combination | 15 |
| 16. Related parties | 16 |
| 17. Subsequent events | 16 |
| 18. Effective tax rate | 16 |
| 19. Alternative performance measures | 17 |
The undersigned hereby declare that, to the best of their knowledge, the condensed consolidated financial statements for the six-month period ended 30 June 2025, which have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of the company and the undertakings included in the consolidation as a whole, and that the interim management report includes a fair review of the important events that have occurred during the first semester of the financial year and of other legal necessary information.
Rafael Padilla, CEO Karin de Jong, CFO
A detailed report on the development in the first six months of 2025 can be found in Fagron's press release of 31 July 2025.
| (x 1,000 euros) | Note | June 2025 | June 2024 |
|---|---|---|---|
| Operating income | 479,693 | 430,519 | |
| Revenue | 4 | 476,134 | 429,344 |
| Other operating income | 3,559 | 1,175 | |
| Operating expenses | 406,474 | 366,869 | |
| Trade goods | 176,236 | 164,906 | |
| Services and other goods | 5 | 82,442 | 71,619 |
| Employee benefit expenses | 6 | 122,696 | 108,893 |
| Depreciation, amortization and impairment | 13 | 22,957 | 19,709 |
| Other operating expenses | 2,143 | 1,742 | |
| Operating profit | 73,219 | 63,649 | |
| Financial income | 11 | 1,813 | 2,286 |
| Financial expenses | 11 | 15,974 | 14,222 |
| Profit before income tax | 59,058 | 51,713 | |
| Taxes | 18 | 13,278 | 11,062 |
| Net-profit (loss) | 45,780 | 40,651 | |
| Attributable to: | |||
| Shareholders of the company (net profit) | 45,559 | 40,426 | |
| Non-controlling interest(s) | 221 | 225 | |
| Profit (loss) per share from continued and discontinued operations attributable to the shareholders during the year |
|||
| Profit (loss) per share (in euros) | 7 | 0.62 | 0.55 |
| Diluted profit (loss) per share (in euros) | 7 | 0.62 | 0.55 |
| (x 1,000 euros) Note |
June 2025 | June 2024 |
|---|---|---|
| Net profit (loss) for the financial year | 45,780 | 40,651 |
| Other comprehensive income | ||
| Items that may be subsequently reclassified to profit or loss | ||
| • Interest hedge 11 |
57 | -1,002 |
| • Currency translation differences | -22,514 | -8,784 |
| Other comprehensive income for the year net of tax | -22,457 | -9,785 |
| Total comprehensive income for the year | 23,323 | 30,866 |
| Attributable to: | ||
| Shareholders | 23,102 | 30,641 |
| Non-controlling interest(s) | 221 | 225 |
The unrealized currency translation differences of -22.5 million euros in the first six months of 2025 are mainly due to the weakening of the US dollar against the euro at 31 December 2024.
The unrealized currency translation differences of -8.8 million euros in the first six months of 2024 are mainly due to the weakening of the Brazilian real against the euro at 31 December 2023.
| (x 1,000 euros) Note |
June 2025 | December 2024 |
|---|---|---|
| Non-current assets | 747,139 | 720,956 |
| Goodwill 10 |
463,077 | 446,947 |
| Intangible assets | 72,061 | 61,395 |
| Property, plant and equipment | 126,598 | 133,779 |
| Leasing and similar rights | 52,631 | 39,956 |
| Financial assets | 3,950 | 4,219 |
| Financial instruments 11 |
431 | 553 |
| Other non-current fixed assets | 2,535 | 4,588 |
| Deferred tax assets | 25,856 | 29,519 |
| Current assets | 372,007 | 362,562 |
| Inventories | 149,220 | 136,962 |
| Trade receivables | 95,962 | 81,963 |
| Financial instruments 11 |
6,466 | 886 |
| Other current assets | 37,552 | 27,713 |
| Cash and cash equivalents | 82,807 | 115,038 |
| Total assets | 1,119,146 | 1,083,518 |
| Equity | 505,405 | 505,358 |
| Shareholders' equity (parent) | 501,136 | 501,386 |
| Non-controlling interest(s) | 4,269 | 3,972 |
| Non-current liabilities | 402,941 | 383,449 |
| Provisions | 2,564 | 1,958 |
| Pension obligations | 3,206 | 3,115 |
| Deferred tax liabilities | 5,494 | 1,799 |
| Debt 11 |
347,451 | 341,520 |
| Financial instruments 11 |
0 | 382 |
| Lease liabilities | 44,227 | 34,676 |
| Current liabilities | 210,799 | 194,710 |
| Debt | 0 | 0 |
| Lease liabilities | 11,731 | 9,502 |
| Trade payables | 116,169 | 114,276 |
| Tax liabilities for the current year | 9,104 | 6,624 |
| Other current taxes, remuneration and social security | 39,291 | 41,192 |
| Other current payables | 33,478 | 22,469 |
| Financial instruments 11 |
1,027 | 648 |
| Total liabilities | 613,740 | 578,159 |
| Total equity and liabilities | 1,119,146 | 1,083,518 |
Fagron Interim Financial Statements First Half Year of 2025
| Balance as of June 30, 2025 |
526,149 | -286,441 | 429 | -23,939 | 284,938 | 501,136 | 4,269 | 505,405 |
|---|---|---|---|---|---|---|---|---|
| Share-based payments | 0 | 599 | 0 | 0 | 0 | 599 | 0 | 599 |
| Declared dividends | 0 | 0 | 0 | 0 | -25,493 | -25,493 | 0 | -25,493 |
| Capital increase | 1,618 | 0 | 0 | 0 | 0 | 1,618 | 0 | 1,618 |
| Total comprehensive income for the period |
0 | -22,590 | 57 | 0 | 45,559 | 23,027 | 297 | 23,323 |
| Other comprehensive income |
0 | -22,590 | 57 | 0 | 0 | -22,532 | 76 | -22,457 |
| Profit (loss) for the period |
0 | 0 | 0 | 0 | 45,559 | 45,559 | 221 | 45,780 |
| Balance as of December 31, 2024 |
524,531 | -264,450 | 372 | -23,939 | 264,872 | 501,386 | 3,972 | 505,358 |
| Share-based payments | 0 | 656 | 0 | 0 | 0 | 656 | 0 | 656 |
| Declared dividends | 0 | 0 | 0 | 0 | 0 | 0 | -205 | -205 |
| Treasury shares | 0 | 0 | 0 | -2,859 | 0 | -2,859 | 0 | -2,859 |
| Total comprehensive income for the period |
0 | -7,614 | -1,989 | 0 | 40,128 | 30,525 | 128 | 30,653 |
| Other comprehensive income |
0 | -7,614 | -1,989 | 0 | 0 | -9,602 | -93 | -9,697 |
| Profit (loss) for the period |
0 | 0 | 0 | 0 | 40,128 | 40,128 | 222 | 40,350 |
| Balance as of June 30, 2024 |
524,531 | -257,492 | 2,361 | -21,080 | 224,744 | 473,064 | 4,048 | 477,113 |
| Share-based payments | 0 | 576 | 0 | 0 | 0 | 576 | 0 | 576 |
| Declared dividends | 0 | 0 | 0 | 0 | -21,955 | -21,955 | 0 | -21,955 |
| Total comprehensive income for the period |
0 | -8,735 | -1,002 | 0 | 40,426 | 30,689 | 176 | 30,866 |
| Other comprehensive income |
0 | -8,735 | -1,002 | 0 | 0 | -9,737 | -49 | -9,785 |
| Profit (loss) for the period |
0 | 0 | 0 | 0 | 40,426 | 40,426 | 225 | 40,651 |
| Balance as of January 1, 2024 |
524,531 | -249,333 | 3,363 | -21,080 | 206,273 | 463,754 | 3,872 | 467,627 |
| (x 1,000 euros) | premium | reserves | reserve | shares | earnings | Total | interest(s) | equity |
| capital & share |
Other | Cash flow hedge |
Treasury | Retained | Non controlling |
Total | ||
| Share |
| (x 1,000 euros) | Note | June 2025 | June 2024 |
|---|---|---|---|
| Operating activities | |||
| Profit before income taxes from continued operations | 59,059 | 51,713 | |
| Taxes paid | -9,375 | -10,253 | |
| Adjustments for financial items | 14,161 | 11,936 | |
| Total adjustments for non-cash items | 13 | 22,670 | 19,922 |
| Total changes in working capital | 14 | -34,059 | -31,388 |
| Total cash flow from operating activities | 52,456 | 41,930 | |
| Investment activities | |||
| Capital expenditure | -15,190 | -20,580 | |
| Investments in existing shareholdings (subsequent payments) and in new holdings |
-41,529 | -23,021 | |
| Total cash flow from investment activities | -56,718 | -43,601 | |
| Financingactivities | |||
| Capital increase | 1,618 | 0 | |
| Dividends paid | -19,019 | -15,620 | |
| New debt | 45,347 | 7,500 | |
| Reimbursement of debt | -30,371 | -8,987 | |
| Payment of lease obligations | -6,733 | -5,646 | |
| Interest received | 1,824 | 2,244 | |
| Interest paid | -19,074 | -11,904 | |
| Total cash flow from financing activities | -26,408 | -32,413 | |
| Total net cash flow for the period | -30,670 | -34,084 | |
| Cash and cash equivalents - start of the period | 115,038 | 133,008 | |
| Gains (losses) from currency translation differences | -1,561 | -2,238 | |
| Cash and cash equivalents - end of the period | 82,807 | 96,685 | |
| Changes in cash and cash equivalents | -30,670 | -34,084 |
Fagron is the leading global company active in pharmaceutical compounding, focusing on delivering personalized medicine to hospitals, pharmacies, clinics, and patients in more than 35 countries around the world.
The Belgian company Fagron NV is based on Venecoweg 20A in Nazareth and is listed on Euronext Brussels and Euronext Amsterdam under the ticker symbol "FAGR". Fagron's operational activities are managed through the Dutch company Fagron BV. Fagron BV's head office is located in Rotterdam.
These condensed consolidated financial statements were approved for publication by the Board of Directors on 29 July 2025.
In the event of differences between the English translation and the Dutch original of the interim financial statements, the latter prevails.
This condensed consolidated interim financial information for the first six months of 2025, including the comparative figures for 2024, has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. The condensed consolidated interim financial information must be read in conjunction with the 2024 annual report (including the principles for financial reporting) which is available at www.fagron.com.
The most important accounting policies used to prepare the condensed consolidated interim financial statements for the first six months of 2025 are consistent with those applied in the Fagron consolidated financial statements for the year ended 31 December 2024.
A summary of the most important accounting policies can be found in the 2024 annual report. The annual report can be consulted on Annual Reports - Fagron.
This condensed consolidated interim financial information has been prepared in accordance with IFRS standards and IFRIC interpretations that apply, or which are applied early, as of 30 June 2025 and which have been endorsed by the European Union.
Standards and interpretations applicable for the annual period beginning on or after 1 January 2025
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2025:
Fagron has determined that the application of these changes to these standards does not have any material effect on these interim financial statements.
Revenue and operating profit of Fagron are limitedly impacted by seasonal influences.
| (x 1,000 euros) | June 2025 | June 2024 |
|---|---|---|
| Sale and distribution costs | 28,050 | 24,832 |
| Contracted services | 18,732 | 16,685 |
| Office and production supplies | 22,996 | 19,081 |
| Other services and goods | 12,664 | 11,022 |
| Total services and other goods | 82,442 | 71,619 |
Other services and goods cover a wide range of services and goods such as maintenance, utilities, office and operational supplies and travel costs.
On June 30, 2025, Fagron's workforce (fully consolidated companies) was 3,989 (June 2024: 3,647) full-time equivalents. The distribution of the number of full-time equivalents per operating segment is as follows:
| Full-time equivalents (rounded to whole units)1 | June 2025 | June 2024 |
|---|---|---|
| Fagron EMEA | 1,553 | 1,420 |
| Fagron North America | 1,437 | 1,309 |
| Fagron Latin America | 999 | 918 |
| Total | 3,989 | 3,647 |
1 FTE of own employees based on continuing operations.
| (in euros) | June 2025 | June 2024 |
|---|---|---|
| Basic earnings (loss) per share | 0.62 | 0.55 |
| Diluted earnings (loss) per share | 0.62 | 0.55 |
The profit used in the calculations are as follows:
| (x 1,000 euros) | June 2025 | June 2024 |
|---|---|---|
| Profit (loss) attributable to equity holders of the company | 45,559 | 40,426 |
The weighted average number of ordinary shares used in the calculations is as follows:
| (number of shares x 1,000) | June 2025 | June 2024 |
|---|---|---|
| Weighted average number of ordinary shares | 72,953 | 72,987 |
| Effect of subscription rights | 57 | 0 |
| Weighted average number of ordinary shares (diluted) | 73,010 | 72,987 |
On 30 June 2025, the capital represented 73,313,904 shares, of which 226,376 are treasury shares held by Fagron NV.
A non-recurring item is an event or transaction that is considered abnormal, not related to ordinary company activities, and unlikely to recur in the foreseeable future. This can be a gain or a loss. The total non-recurring result included in EBITDA amounts to +1.1 million euros (June 2024: -1.3 million euros) and related mainly to release of earn-outs, result from sale of property offset by acquisition costs. In 2024 non-recurring costs mainly related to reorganisation and acquisition costs.
Fagron's divisional structure is tailored to the various activities of Fagron and supports also effective decisionmaking and individual responsibility. This is in accordance with IFRS 8, which states that the operational segments must be determined based on the components used by the Executive Leadership Team to assess the performance of the operational activities and on which the decisions are based. Fagron reports according to the following segments: Fagron EMEA, Fagron North America, and Fagron Latin America.
The segment results for the reporting period ending 30 June 2025 are as follows:
| 2025 | Fagron North | Fagron Latin | ||
|---|---|---|---|---|
| (x 1,000 euros) | Fagron EMEA | America | America | Total |
| Revenue | 176,896 | 212,373 | 86,865 | 476,134 |
| Intersegment revenue | 1,811 | 291 | 352 | 2,455 |
| Total revenue | 178,707 | 212,664 | 87,217 | 478,588 |
| EBITDA before non-recurring result per segment | 38,510 | 41,408 | 15,113 | 95,031 |
| Depreciation, amortization, impairments and non- recurrent costs |
-21,811 | |||
| Financial result | -14,161 | |||
| Profit before taxes | 59,059 | |||
| Taxes on profits | 13,278 | |||
| Net-profit (loss) | 45,780 |
The segment results for the reporting period ending 30 June 2024 are as follows:
| 2024 | Fagron North | Fagron Latin | ||
|---|---|---|---|---|
| (x 1,000 euros) | Fagron EMEA | America | America | Total |
| Revenue | 160,319 | 183,070 | 85,954 | 429,344 |
| Intersegment revenue | 1,288 | 324 | 120 | 1,732 |
| Total revenue | 161,607 | 183,395 | 86,074 | 431,076 |
| EBITDA before non-recurring result per segment | 34,039 | 35,688 | 14,895 | 84,622 |
| Depreciation, amortization, impairments and non- recurrent costs |
-20,973 | |||
| Financial result | -11,936 | |||
| Profit before taxes | 51,713 | |||
| Taxes on profits | 11,062 | |||
| Net-profit (loss) | 40,651 |
A detailed explanation of the segment profit and disaggregated revenue are provided in the press release of 31 July 2025.
On 30 June 2025, the assets and liabilities, as well as the capital expenditures (investments) are as follows:
| 2025 | Fagron North | Fagron Latin | Unassigned/ intersegment |
||
|---|---|---|---|---|---|
| (x 1,000 euros) | Fagron EMEA | America | America | elimination | Total |
| Total assets | 489,322 | 369,327 | 201,409 | 59,087 | 1,119,145 |
| Total liabilities | 183,354 | 204,572 | 46,199 | 179,616 | 613,741 |
| Capital expenditure | 5,999 | 6,194 | 2,536 | 0 | 14,729 |
On 31 December 2024, the assets and liabilities, as well as the capital expenditures (investments) are as follows:
| 2024 (x 1,000 euros) |
Fagron EMEA | Fagron North America |
Fagron Latin America |
Unassigned/ intersegment elimination |
Total |
|---|---|---|---|---|---|
| Total assets | 424,727 | 398,985 | 197,638 | 62,167 | 1,083,518 |
| Total liabilities | 149,635 | 228,161 | 47,836 | 152,527 | 578,159 |
| Capital expenditure | 10,397 | 28,030 | 5,745 | 0 | 44,173 |
Gross capital expenditures in the first six months of 2025 mainly relate to investments in compounding facilities in the United States and further software implementations. The investment expenditure excludes the change in investment obligations. The unallocated assets mainly relate to cash and cash equivalents. The unallocated liabilities mainly relate to financial debts.
The increase in goodwill is explained by business combinations as further explained in note 15 and exchange rate differences mainly caused by a weakening of the US dollar against the euro as per 31 December 2024.
On 19 February 2025, Fagron refinanced the syndicated credit facility consisting of revolving credit facility of 430 million euros and a term loan of 145 million euros. The term of the financing is 5 years with the option to extend twice for one year.
On 30 June 2025, the outstanding amount of the term loan was the full 145 million euros (December 2024: 235 million euros) and an amount of 205.3 million euros has been drawn under the revolving credit facility (December 2024: 106.3 million euros). Due to the refinancing the amount of term loan decreased, simultaneously increasing the amount drawn under the revolving credit facility. Additional funds are drawn to cover acquisition payments, next to that a part of the revolving credit facility is drawn in USD impacting the valuation compared to December 2024.
As of June 2025, Fagron hedged a part of the interest rate risk on the euro term loans for 80 million euros (December 2024: 130 million euros), of which 30 million euros will expire in August 2025, 30 million euros in August 2027 and 20 million euros in August 2028.
All financial instruments are valued at amortised cost except for derivative financial instruments and contingent considerations for acquisitions, which are valued at fair value. The fair value approximates the carrying amount.
The (re-)valuation of the interest rate derivative through the financial result is related to the USD part of the RCF which expired in August 2024 and was 0 million euros in H1-2025 (June 2024: 2.2 million euros).
The (re-) valuation of currency derivates through the financial result was 5.3 million euros (June 2024: 1.9 million euros). The financial costs are largely offset by income from exchange rate differences.
The effective interest rate for the first six months of 2025 is 3.9% (FY 2024: 3.6%). The increase is mainly driven by the interest hedges that have expired during 2024.
On 30 June 2025, the net financial debt / EBITDA ratio equals 1.5x and taking into account the 3.5x covenants associated to our debt, Fagron has plenty of flexibility to fund its expansion plans.
| (x 1,000 euros) | June 2025 | June 2024 |
|---|---|---|
| Financial income | 1,756 | 2,286 |
| Revaluation of financial derivatives | 57 | 0 |
| Total financial income | 1,813 | 2,286 |
| Financial expenses | 4,909 | 3,815 |
| Interest expenses | 8,274 | 6,200 |
| Interest on leasing liabilities | 984 | 1,005 |
| Currency translation differences | 1,807 | 960 |
| Revaluation of financial derivatives | 0 | 2,242 |
| Total financial expenses | 15,974 | 14,222 |
| Total financial result | -14,161 | -11,936 |
The financial income includes mainly interest income from credit institutions. The financial expenses mainly comprises of creditcard and bank expenses.
The revaluation of financial derivatives of -2.2 million euros in 2024 relates to the change in the market value of interest rate derivatives that, in accordance with IFRS 9, cannot be presented as cash flow hedging instruments and does not involve cash flow. Interest rate derivatives were valued on a discounted cash flow basis.
The financial result, excluding the revaluation of financial derivatives, amounts to -14.2 million euros in June 2025 (June 2024: -9.7 million euros).
Fagron runs certain risks for which no provision has been made. These have been mentioned in the Fagron consolidated financial statements for the year ended 31 December 2024 and no significant new events have taken place.
| (x 1,000 euros) | June 2025 | June 2024 |
|---|---|---|
| Amortization intangible fixed assets | 7,091 | 5,858 |
| Depreciation property, plant and equipment | 6,805 | 5,917 |
| Depreciation lease and similar rights | 7,151 | 6,222 |
| Write-down on inventories and receivables | 1,911 | 1,713 |
| (Profit) loss on sale of non-current assets | -906 | -272 |
| Movements in provisions | 20 | -91 |
| Share-based payments | 599 | 576 |
| Total adjustments for non-cash items | 22,670 | 19,922 |
| (x 1,000 euros) | June 2025 | June 2024 |
|---|---|---|
| Changes in operational working capital | -24,389 | -31,359 |
| Changes in other working capital | -9,670 | -29 |
| Total changes in working capital | -34,059 | -31,388 |
The changes in other working capital have mainly to do with the annual invoices received and deferred charges. The cash out compared to previous year have mainly to do with timing of payments in VAT, employee benefits and related taxes.
In the first semester of 2025 Fagron acquired several companies. Full control was acquired of all group companies. As the acquired activities were immediately – in their entirety or to a significant degree – integrated in existing entities of Fagron, their respective contribution to the profit of Fagron have not been reported separately.
The acquisition of EuroOTC's raw materials business will enhance our presence in Germany, the acquisition of Guinama will strengthen our market leadership position in Iberia and the CareFirst acquisition strengthens our market position in the United States. The provisional determination of the fair value of assets acquired and liabilities assumed for these companies resulted in a combined adjustment of 39.2 million euros to goodwill. The provisional fair value of the acquired assets and liabilities is detailed below.
| (x 1,000 euros) | June 2025 |
|---|---|
| Intangible fixed assets | 10,776 |
| Property, plant and equipment | 3,338 |
| Other non current assets | 3 |
| Inventories | 3,624 |
| Trade receivables | 1,358 |
| Other receivables | 947 |
| Cash and cash equivalents | 604 |
| Total assets | 20,651 |
| Borrowings | 826 |
| Provisions | 79 |
| Lease liabilities | 2,760 |
| Deferred taxes liabilities | 2,905 |
| Trade payables | 1,442 |
| Other current payables | 733 |
| Total liabilities | 8,745 |
| Net acquired assets | 11,906 |
| Goodwill | 39,229 |
| Total acquisition amount | 51,135 |
The final determination of the fair value of the assets and liabilities from previous acquisitions, acquired in 2025, resulted in an adjustment of 2.1 million euros (derease of goodwill). The changes are mainly the result of the recognition of intangible assets.
On 30 June 2025, Fagron has outstanding liabilities of approximately 11.6 million euros to selling shareholders which were determined based on business plans at the time of acquisition. 3.2 million euros of these liabilities are related to acquisitions before 2025.
Subsequent payments for business combinations are expected to be paid before the end of 2027.
The subsequent payments for business combinations vary between 5.4 million euros and a maximum of 11.6 million euros. The retrospective payments are valued at fair value at the moment of acquisition. The current expectation is that the remunerations will be paid on the expiration dates.
The members of the Executive Leadership Team and the non-executive directors are considered as related parties. The remuneration policy is described in the Corporate Governance Statement which is part of the 2024 annual report and the Remuneration policy directors and executive leadership team available on www.fagron.com. The remuneration is determined on a yearly basis; therefore, no further details are provided in these interim financial statements.
In the first six months of 2025, 144,491 performance shares and 112,788 performance share units were granted to Fagron's executive leadership team and employees. The performance objectives are based on a combination of financial objectives and sustainability objectives.
Beginning of July 2025 Fagron signed and closed the acquisition of Bella corp, a specialized Australian supplier of premium quality materials, equipment and supplies to compounding pharmacies.
End of July 2025 Fagron signed and closed the acquisition of Uni-Chem and SB Trade, the two leading players in the Serbian compounding market, and Active Pharma, the market leader in the Essentials segment in the UK.
The combined enterprise value of all the above acquisitions is c.€13m and are fully financed through Fagron's own resources. On a combined basis, these businesses will contribute mid-to-high teens million euros of revenue and operate with an EBITDA margin below Fagron's existing group margin.
Recognised income tax expenses are based on management's best estimate of the weighted average effective income tax rate of 22.5% for June 2025 (June 2024: 21.4%).
In addition to the performance measures defined in IFRS, other measures are also used in these interim financial statements. These "alternative performance measures" are set out below:
| (x 1,000 euros) | June 2025 | June 2024 |
|---|---|---|
| Operating profit (EBIT) | 73,219 | 63,649 |
| Depreciation and amortization | 22,957 | 19,709 |
| EBITDA | 96,176 | 83,358 |
| EBITDA | 96,176 | 83,358 |
| non-recurring result | -1,146 | 1,264 |
| EBITDA before non-recurring result | 95,031 | 84,622 |
| Total cash flow from operating activities | 52,456 | 41,930 |
| Capital expenditure | -15,190 | -20,580 |
| Free cash flow | 37,266 | 21,350 |
| December | ||
|---|---|---|
| (x 1,000 euros) | June 2025 | 2024 |
| Non-current financial debt | -347,451 | -328,475 |
| Non-current lease liabilities | -44,227 | -32,802 |
| Current financial debt | 0 | 0 |
| Current lease liabilities | -11,731 | -10,628 |
| Cash and cash equivalents | 82,807 | 96,685 |
| Net financial debt | -320,603 | -275,220 |
| Inventories | 149,220 | 132,433 |
| Trade receivables | 95,962 | 86,617 |
| Trade payables | -116,169 | -117,110 |
| Operational working capital | 129,013 | 101,940 |

Fagron Tussentijdse financiële informatie Eerste semester 2023 9

To the Board of Directors Fagron NV Venecoweg 20A 9810 Nazareth-De Pinte
Statutory auditor's report on review of condensed consolidated interim financial infrmation for the period ended 30 June 2025
We have reviewed the accompanying Condensed consolidated statement of financial position of Fagron NV and its subsidiaries as of 30 June 2025 and the related Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated statement of changes in equity and the Condensed consolidated cash flow statement for the six-months period, as well as the explanatory notes (the "condensed consolidated interim financial information*). This condensed consolidated interim financial information is characterised by total assets of KEUR 1.119.146 and a profit for the six-month period of KEUR 45.780.
The board of directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, as adopted by the European Union.
Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of the Interim Financial Statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
PwC Bedrijfsrevisoren BV - PwC Reviseurs d'Entreprises SRL - Financial Assurance Services Maatschappelijke zetel/Siège social: Culliganlaan 5, B-1831 Diegem Vestigingseenheid/Unité d'établissement: Sluisweg 1 bus 8, B-9000 Gent T: +32 (0)9 268 82 11, F: +32 (0)9 268 82 99, www.pwc.com BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB / BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with IAS 34, as adopted by the European Union.
Ghent, 30 July 2025
The statutory auditor PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL Represented by
Lien Winne* Bedrijfsrevisor/Réviseur d'entreprises
*Acting on behalf of Lien Winne BV
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