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MedLife S.A. Interim / Quarterly Report 2021

Nov 12, 2021

2292_10-q_2021-11-12_aafe27be-282f-4012-b5fd-ee804141424f.pdf

Interim / Quarterly Report

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MED LIFE GROUP

CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY EUROPEAN UNION Name of the issuing company: MED LIFE S.A. Registered Office: Bucharest, 365 Calea Griviței, district 1, Romania Fax no.: 0040 374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: RON 33.217.623 Regulated market on which the issued securities are traded: Bucharest Stock Exchange

CONTENTS: PAGE :

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 3
CONSOLIDATED STATEMENT OF CASH FLOWS 4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 5 – 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7 – 34

Note: The following consolidated financial statements are prepared in accordance with international financial reporting standards, as adopted by European Union ("IFRS") Report concluded in compliance with ASF Regulation no. 5/2018 on issuers of financial instruments and capital markets and Law no. 24/2017 on issuers of financial instruments and capital markets. The following consolidated interim financial statements are unaudited.

CONSOLDIATED UNAUDITED STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED SEPTEMBER 30, 2021

MED LIFE GROUP
CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
CONSOLDIATED UNAUDITED STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED SEPTEMBER
30, 2021
September 30,
2021
January
1,
2021
Variation
2021/2020
ASSETS
NON-CURRENT ASSETS
Goodwill 183,081,597 147,256,824 24.3%
Intangible assets 58,468,885 46,755,678 25.1%
Tangible assets
Right-of-use asset
564,575,180
137,251,155
535,672,488
146,821,194
5.4%
-6.5%
Other financial assets 27,927,572 27,940,022 0.0%
TOTAL NON-CURRENT ASSETS 971,304,389 904,446,206 7.4%
Current Assets
Inventories 67,048,901 53,058,518 26.4%
Trade and other receivables 187,287,846 121,079,030 54.7%
Other receivables
Cash and cash equivalents
14,617,925
143,096,867
15,822,146
81,970,397
-7.6%
74.6%
412,051,539 271,930,091 51.5%
Prepayments 8,475,849 7,117,566 19.1%
TOTAL CURRENT ASSETS 420,527,388 279,047,657 50.7%
TOTAL ASSETS 1,391,831,777 1,183,493,863 17.6%
LIABILITIES & SHAREHOLDER'S EQUITY
Current Liabilities
Trade and other payables
Overdraft
215,729,959
21,266,715
151,690,134
27,127,907
42.2%
-21.6%
Current portion of lease liability 38,033,291 41,166,069 -7.6%
Current portion of long term debt 82,860,131 46,436,217 78.4%
Current tax liabilities 5,128,711 5,467,450 -6.2%
Provisions 6,729,332 7,209,494 -6.7%
Other short term liabilities 40,723,259 35,230,733 15.6%
TOTAL CURRENT LIABILITIES
Long Term Debt
410,471,398 314,328,004 30.6%
Lease liability 142,653,823 147,097,180 -3.0%
Other long term liabilities 13,192,324 18,119,743 -27.2%
Long term debt 434,129,094 414,696,592 4.7%
TOTAL LONG-TERM LIABILITIES 589,975,241 579,913,515 1.7%
Deferred tax liability
TOTAL LIABILITIES
23,178,079
1,023,624,717
20,345,799
914,587,319
13.9%
11.9%
SHAREHOLDER'S EQUITY
Share capital and share premium 82,395,091 82,027,012 0.4%
Treasury shares (346,466) (666,624) -48.0%
Reserves 124,541,769 124,211,557 0.3%
Retained earnings 121,512,488 35,701,579 240.4%
Equity attributable to owners of the Group 328,102,882 241,273,524 36.0%
Non-controlling interests 40,104,178 27,633,021 45.1%
TOTAL EQUITY 368,207,060 268,906,545 36.9%
1,391,831,777 1,183,493,863 17.6%

Mihail Marcu, Adrian Lungu, CEO CFO

MED LIFE GROUP
CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
CONSOLIDATED UNAUDITED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED
SEPTEMBER 30, 2021
9 months ended September 30,
2021
2020 Variation
2021/2020
Sales 1,042,317,195 770,809,040 35.2%
Other operating revenues
Operating Income
3,835,230
1,046,152,425
3,408,489
774,217,529
12.5%
35.1%
C
onsumable materials and repair materials
(177,860,822) (130,261,305) 36.5%
Third party expenses (including doctor's agreements) (278,682,145) (209,427,285) 33.1%
Salary and related expenses
Social contributions
(244,260,808)
(8,598,605)
(204,145,743)
(7,686,139)
19.7%
11.9%
Depreciation (79,231,074) (78,980,023) 0.3%
Impairment losses and gains (including reversals of
impairment losses)
(2,644,465) - 100.0%
Other operating expenses (108,800,803) (67,211,160) 61.9%
Operating expenses (900,078,722) (697,711,654) 29.0%
Operating Profit 146,073,703 76,505,875 90.9%
Finance cost (18,499,656) (15,309,602) 20.8%
Other financial expenses (9,511,217) (7,260,628) 31.0%
Financial result (28,010,873) (22,570,230) 24.1%
Result Before Taxes
Income tax expense
118,062,830
(19,407,696)
53,935,644
(9,943,302)
118.9%
95.2%
Net Result 98,655,134 43,992,343 124.3%
Owners of the Group 88,921,243 38,857,997 128.8%
Non-controlling interests 9,733,891 5,134,347 89.6%
Other comprehensive income items that will not
be reclassified to profit or loss
Gain/loss on revaluation of equity instruments - 30,573 -100.0%
Deferred tax on other comprehensive income
components
- (4,892) -100.0%
TOTAL OTHER COMPREHENSIVE INCOME - 25,682 -100.0%
Total other comprehensive income attributable
to:
Owners of the Group
Non-controlling interests
-
-
25,682
-
-100.0%
0.0%
TOTAL COMPREHENSIVE INCOME 98,655,134 44,018,024 124.1%
Total comprehensive income attributable to:
Owners of the Group
88,921,243 38,883,678 128.7%
Non-controlling interests 9,733,891 5,134,347 89.6%
Mihail Marcu,
CEO
CFO Adrian Lungu,

Mihail Marcu, Adrian Lungu,

The accompanying notes are an integral part of the consolidated financial statements. Free translation from the original Romanian version.

MED LIFE GROUP
CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED SEPTEMBER 30,
2021
9 months ended September 30,
2021 2020
Net result before taxes 118,062,830 53,935,644
Adjustments for
Depreciation 79,231,074 78,980,023
Provisions for risks and charges (480,162) -
Interest revenue (117,073) (44,160)
Interest expense 18,499,656 15,309,602
Allowance for doubtful receivables
Financial Discounts
1,807,741
2,758
91,265
-
Other non-monetary gains - (1,416,499)
Unrealized exchange gain / loss 6,245,399 7,357,826
Operating cash flow before working capital changes 223,252,223 154,213,701
Decrease / (increase) in accounts receivable (40,148,485) (25,131,110)
Decrease / (increase) in inventories
Decrease / (increase) in prepayments
1,136,199
(1,340,892)
(1,585,335)
(577,643)
Increase / (decrease) in accounts payable 9,419,125 (11,955,439)
Cash used in working capital changes (30,934,053) (39,249,527)
Cash generated from operations 192,318,170 114,964,174
Income Tax Paid (19,798,009) (3,460,401)
Interest Paid (16,298,297) (11,437,249)
Interest received 117,073 44,160
Net cash generated from operating activities 156,338,937 100,110,684
Investment in business combination (33,488,923) (1,267,257)
Additional participation interest acquired (1,319,994) -
Purchase of intangible assets (4,278,679) (2,673,510)
Purchase of property, plant and equipment (62,983,902) (71,579,781)
Net cash used in investing activities (102,071,498) (75,520,548)
Cash flow from financing activities
Increase in Loans 61,282,627 81,289,233
Payment of loans (23,773,102) (17,376,158)
Financial Lease payments (30,580,435) (37,758,565)
Dividends paid to NC
I
Payments for purchase of treasury shares
(70,000)
(59)
-
(3,158,677)
Net cash used in financing activities 6,859,031 22,995,833
Net change in cash and cash equivalents 61,126,470 47,585,970
81,970,397 38,886,218
Cash and cash equivalents beginning of the period
Cash and cash equivalents end of the period 143,096,867 86,472,188
Mihail Marcu, Adrian Lungu,

The accompanying notes are an integral part of the consolidated financial statements. Free translation from the original Romanian version.

MED LIFE GROUP CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2021

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2021
Share Capital
Share Capital
Treasury
shares
Share
premium
General
reserves and
other reserves
Revaluation
Reserve
Accumulated
Results
Attributable to
owners of the
parent
Non-controlling
interests
Total Equity
Balance as at January 1, 2021 33,217,623 (666,624) 48,809,388 28,726,817 95,484,740 35,701,579 241,273,524 27,633,022 268,906,545
Recognition of other reserves for
fiscal purposes
Recognition of other reserves
-
-
-
-
-
-
330,212
-
-
-
(330,212)
-
-
-
-
-
-
-
Additional non-controlling interest
arising as of result of business
combinations
- - - - - - - 4,820,122 4,820,122
Subsequent acquisition of NCI - - - - - (2,780,122) (2,780,122) (1,865,109) (4,645,231)
Distribution of dividends - - - - - - - (217,748) (217,748)
Net release of own shares used
for acquiring additional NCI
- 320,158 - - - - 320,158 - 320,158
Increase in premiums due to
difference between fair value and
cost of own shares when the
exchange was made
- - 368,079 - - - 368,079 - 368,079
Total comprehensive income - - - - - 88,921,244 88,921,244 9,733,891 98,655,135
Profit of the year - - - - - 88,921,244 88,921,244 9,733,891 98,655,135
Balance as at September 30,
2021
33,217,623 (346,466) 49,177,468 29,057,029 95,484,740 121,512,488 328,102,883 40,104,177 368,207,060

CEO CFO

Mihail Marcu, Adrian Lungu,

The accompanying notes are an integral part of the consolidated financial statements. Free translation from the original Romanian version.

_______

MED LIFE GROUP CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2020

CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2020
Share Capital Treasury
shares
Share
premium
General
reserves and
other reserves
Revaluation
Reserve
Accumulated
Results
Attributable to
owners of the
parent
Non-controlling
interests
Total Equity
Balance as at January 1, 2020 5,536,271 (2,699,804) 75,959,199 13,406,769 95,302,534 (419,909) 187,085,059 23,180,510 210,265,569
Recognition of other reserves for
fiscal purposes
Recognition of other reserves
-
-
-
-
-
-
719,034
-
-
1,209,743
(719,034)
-
-
1,209,743
-
-
-
1,209,743
Additional non-controlling interest
arising as of result of business
combinations
- - - - - - - - -
Subsequent acquisition of NCI
Distribution of dividends
-
-
-
-
-
-
-
-
-
-
(1,902,195)
-
(1,902,195)
-
(1,313,612)
-
(3,215,807)
-
Net release of own shares used
for acquiring additional NCI
- 57,130 - - - - 57,130 - 57,130
Decrease from own shares - (30,573) - - - - (30,573) - (30,573)
valuation
Total comprehensive income - - - - - 38,883,678 38,883,678 5,134,347 44,018,025
Profit of the year - - - - - 38,883,678 38,883,678 5,134,347 44,018,025

CEO CFO

Mihail Marcu, Adrian Lungu,

1. DESCRIPTION OF THE BUSINESS

1.
DESCRIPTION OF THE BUSINESS
September,
January,
Name of subsidiary
Main activity
Location
30 2021
1 2021
Policlinica de Diagnostic
1
Medical Services
Brasov, Romania
83.01%
83.01%
Rapid SA
2
Medapt SRL (indirect)
Medical Services
Brasov, Romania
83.01%
83.01%
3
Histo SRL (indirect)
Medical Services
Brasov, Romania
49.81%
49.81%
Policlinica de Diagnostic
Sfantu Gheorghe,
4
Rapid Medis SRL
Medical Services
66.41%
66.41%
Romania
(indirect)
Development of
5
Bahtco Invest SA
Bucharest, Romania
100%
100%
building projects
6
Med Life Ocupational SRL
Medical Services
Bucharest, Romania
100%
100%
Distribution of
Pharmaceutical
7
Pharmalife-Med SRL
Bucharest, Romania
100%
100%
Products in
specialised stores
Med Life Broker de
8
Asigurare si Reasigurare
Insurance broker
Bucharest, Romania
99%
99%
SRL
9
Accipiens SA
Rental activities
Bucharest, Romania
73%
73%
Genesys Medical Clinic
10
Medical Services
Bucharest, Romania
73%
73%
SRL (indirect)
11
Bactro SRL (indirect)
Medical Services
Deva, Romania
73%
73%
Transilvania Imagistica
12
Medical Services
Oradea, Romania
73%
73%
SA (indirect)
Distribution of
Biofarm Farmec SRL
Pharmaceutical
13
Bucharest, Romania
100%
100%
(indirect)
Products in
specialised stores
RUR Medical SA
14
Medical Services
Bucharest, Romania
83.01%
83.01%
(indirect)
15
Biotest Med SRL
Medical Services
Bucharest, Romania
100%
100%
16
Vital Test SRL
Medical Services
Bucharest, Romania
100%
100%
C
entrul Medical Sama
17
Medical Services
C
raiova, Romania
90%
90%
SA
Ultratest SA (directly and
18
Medical Services
C
raiova, Romania
76%
76%
indirectly)
19
Diamed C
enter SRL
Medical Services
Bucharest, Romania
100%
100%
20
Prima Medical SRL
Medical Services
C
raiova, Romania
100%
100%
21
Stem Cells Bank SA
Medical Services
Timisoara, Romania
100%
100%
22
Dent Estet Clinic SA
Dental healthcare
Bucharest, Romania
60%
60%
Green Dental Clinic SRL
23
Dental healthcare
Bucharest, Romania
31%
31%
(indirect)
Dentist 4 Kids SRL
24
Dental healthcare
Bucharest, Romania
60%
31%
(indirect)
Dent A Porter SRL
25
Dental healthcare
Bucharest, Romania
31%
31%
(indirect)
7
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
Med Life S.A. ("Med Life" or the "Parent Company" or the "Company") is a joint-stock company incorporated
in 1996, in accordance with the laws and regulations of Romania. The Company's activity resides in the
performance of healthcare services activities through medical centres located in Bucharest, Brasov, Cluj,
Braila, Sibiu, Timisoara, Iasi, Galati and Constanta.
Medlife Group is offering a large range of medical service having opened 22 Hyperclinics in Bucharest,
Timisoara, Brasov, Arad, Iasi, Galati, Craiova, Braila, Sibiu, Cluj, Constanta and Oradea, 53 Clinics, 10
hospitals – located in Bucharest, Sibiu, Arad and Brasov, 33 Laboratories, 14 Pharmacies and 12 Dental
Clinics. The Group has also more than 130 private Clinic partners around Romania.
Medlife is the leading health care services providers in Romania, having a significant market share at a
national level. The registered office of Medlife is located in Bucharest, Calea Grivitei, no. 365.
The ultimate parent of the Group is Med Life SA.
Details of Med Life SA's subsidiaries at September 30, 2021 and January 1, 2021 are as follows:
No.

MED LIFE GROUP NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

26 Dentestet Kids SRL
(indirect)
Dental healthcare Bucharest, Romania 32% 32%
27 Aspen Laborator Dentar
SRL (indirect)
Dental healthcare Bucharest, Romania 45% 45%
28 C entrul Medical Panduri
SA
Medical Services Bucharest, Romania 100% 90%
29 Almina Trading SA Medical Services Targoviste, Romania 80% 80%
30 Anima Specialty Medical
Services SRL
Medical Services Bucharest, Romania 100% 100%
31 Anima Promovare si
Vanzari SRL (indirect)
Medical Services Bucharest, Romania 100% 100%
32 Valdi Medica SA
33 Clinica Polisano SRL
34 Solomed Clinic SA
Medical Services
Medical Services
Medical Services
Cluj, Romania
Sibiu, Romania
Pitesti, Romania
55%
100%
80%
55%
100%
80%
35 Solomed Plus SRL
(indirect)
Medical Services Pitesti, Romania 80% 80%
36 Ghencea Medical Center
SA
Medical Services Bucharest, Romania 100% 100%
37 Sfatul medicului SRL Medical Platform Bucharest, Romania 100% 100%
38 RMC Dentart (indirect) Dental healthcare Budapest, Hungary 51% 51%
39 RMC Medical (indirect)
40 RMC Medlife
41 Badea Medical SRL
Medical Services
Holding
Medical Services
Budapest, Hungary
Budapest, Hungary
Cluj, Romania
51%
51%
65%
51%
51%
65%
42 Oncoteam Diagnostic SA Medical Services Bucharest, Romania 75% 75%
43 C entrul medical
Micromedica SRL
Medical Services Piatra Neamt,
Romania
100% 100%
44 Micromedica Targu
Neamt SRL (indirect)
Medical Services Targu Neamt,
Romania
100% 100%
45 Micromedica Bacau SRL
(indirect)
Medical Services Bacau, Romania 100% 100%
46 Micromedica Roman SRL
(indirect)
Medical Services Roman, Romania 100% 100%
47 Medrix C enter SRL
(indirect)
Medical Services Roznov, Romania 100% 100%
48 Spitalul Lotus SRL
49 Labor Maricor SRL
Medical Services
Medical Services
Ploiesti, Romania
Bacau, Romania
100%
100%
100%
100%
50 C entrul Medical Matei
Basarab SRL
Medical Services Bucharest, Romania 100% 100%
51 Farmachem Distributie
SRL
Distribution of
Pharmaceutical
Products in
specialised stores
Bucharest, Romania 75% 75%
CED Pharma SRL Distribution of
Pharmaceutical
Bucharest, Romania 100% 100%
52 Products in
specialised stores
Distribution of
Leti Pharm SRL Pharmaceutical
Products in
Bucharest, Romania 100% 100%
53 specialised stores
Distribution of
54 Monix Pharm SRL Pharmaceutical
Products in
specialised stores
Bucharest, Romania 100% 100%
55 KronDent SRL (indirect) Dental healthcare Brasov, Romania 36% 36%
56 Medica Sibiu Medical Services Sibiu, Romania 60% 0%
57 Dent Estet Ploiesti SRL
(indirect)
Dental healthcare Ploiesti, Romania 30.6% 0%

2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

2.1 Initial application of new amendments to the existing standards effective for the current reporting period

The following amendments to the existing standards issued by the International Accounting Standards Board (IASB) and adopted by the EU are effective for the current reporting period:

  • Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" - Definition of Material - adopted by the EU on 29 November 2019 (effective for annual periods beginning on or after 1 January 2020),
  • Amendments to IFRS 3 "Business Combinations" Definition of a Business adopted by the EU on 21 April 2020 (effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the beginning of that period),
  • Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and Measurement" and IFRS 7 "Financial Instruments: Disclosures" - Interest Rate Benchmark Reform - adopted by the EU on 15 January 2020 (effective for annual periods beginning on or after 1 January 2020),
  • Amendments to IFRS 16 "Leases" Covid-19-Related Rent Concessions beyond 30 June 2021 (effective for annual reporting periods beginning on or after 1 April 2021. Earlier application permitted, including in financial statements not yet authorised for issue at the date the amendment is issued.)
  • Amendments to References to the Conceptual Framework in IFRS Standards adopted by the EU on 29 November 2019 (effective for annual periods beginning on or after 1 January 2020).

The adoption of amendments to the existing standards has not led to any material changes in the Group's financial statements, except for Covid-19-Related Rent Concessions.

*In May 2020, the IASB issued Covid-19-Related Rent Concessions (Amendment to IFRS 16) that provides practical relief to lessees in accounting for rent concessions occurring as a direct consequence of COVID-19, by introducing a practical expedient to IFRS 16. The practical expedient permits a lessee to elect not to assess whether a COVID19-related rent concession is a lease modification. A lessee that makes this election shall account for any change in lease payments resulting from the COVID-19-related rent concession the same way it would account for the change applying IFRS 16 if the change were not a lease modification.

The practical expedient applies only to rent concessions occurring as a direct consequence of COVID-19 and only if all of the following conditions are met:

a) The change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

b) Any reduction in lease payments affects only payments originally due on or before 30 September 2021 (a rent concession meets this condition if it results in reduced lease payments on or before 30 September 2021 and increased lease payments that extend beyond 30 September 2021); and

c) There is no substantive change to other terms and conditions of the lease.

In the current financial year, the Group has applied the amendment to IFRS 16 (as issued by the IASB in May 2020) in advance of its effective date.

In the current year, the Group has applied Amendments to IFRS 16 "Leases" - Covid-19-Related Rent Concessions in advance of its effective date The practical expedient has been applied to all qualifying rent concessions received for buildings. The management elected not to apply the practical expedient for rent concessions received for vehicles. Please see Note 16 for the impact recognized in profit or loss that arise from rent concessions to which the Group (lessee) has applied the practical expedient. Please see note 14 – Leases for further details.

2.2 Standards and amendments to the existing standards issued by IASB and adopted by the EU but not yet effective

At the date of authorization of these financial statements, the following amendments to the existing standards were issued by IASB and adopted by the EU and which are not yet effective:

Amendments to IFRS 4 Insurance Contracts "Extension of the Temporary Exemption from Applying IFRS 9" adopted by the EU on 16 December 2020 (the expiry date for the temporary exemption from IFRS 9 was extended from 1 January 2021 to annual periods beginning on or after 1 January 2023),

Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and Measurement", IFRS 7 "Financial Instruments: Disclosures", IFRS 4 "Insurance Contracts" and IFRS 16 "Leases" - Interest Rate Benchmark Reform — Phase 2 adopted by the EU on 13 January 2021 (effective for annual periods beginning on or after 1 January 2021).

2.3 New standards and amendments to the existing standards issued by IASB but not yet adopted by the EU

At present, IFRS as adopted by the EU do not significantly differ from regulations adopted by the International Accounting Standards Board (IASB) except for the following new standards and amendments to the existing standards, which were not endorsed for use in EU as at 31 December 2020 (the effective dates stated below is for IFRS as issued by IASB):

  • IFRS 14 "Regulatory Deferral Accounts" (effective for annual periods beginning on or after 1 January 2016) - the European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard,
  • IFRS 17 "Insurance Contracts" including amendments to IFRS 17 (effective for annual periods beginning on or after 1 January 2023),
  • Amendments to IAS 1 "Presentation of Financial Statements" Classification of Liabilities as Current or Non-Current (effective for annual periods beginning on or after 1 January 2023),
  • Amendments to IAS 16 "Property, Plant and Equipment" Proceeds before Intended Use (effective for annual periods beginning on or after 1 January 2022),
  • Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" Onerous Contracts — Cost of Fulfilling a Contract (effective for annual periods beginning on or after 1 January 2022);
  • Amendments to IFRS 3 "Business Combinations" Reference to the Conceptual Framework with amendments to IFRS 3 (effective for annual periods beginning on or after 1 January 2022),
  • Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint Ventures" - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture and further amendments (effective date deferred indefinitely until the research project on the equity method has been concluded),
  • Amendments to various standards due to "Improvements to IFRSs (cycle 2018 -2020)" resulting from the annual improvement project of IFRS (IFRS 1, IFRS 9, IFRS 16 and IAS 41) primarily with a view to removing inconsistencies and clarifying wording (The amendments to IFRS 1, IFRS 9 and IAS 41 are effective for annual periods beginning on or after 1 January 2022. The amendment to IFRS 16 only regards an illustrative example, so no effective date is stated.).

The Group anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Group in the period of initial application.

Hedge accounting for a portfolio of financial assets and liabilities whose principles have not been adopted by the EU remains unregulated.

According to the Group's estimates, the application of hedge accounting to a portfolio of financial assets or liabilities pursuant to IAS 39: "Financial Instruments: Recognition and Measurement" would not significantly impact the financial statements, if applied as at the balance sheet date.

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of these consolidated financial statements of the Group are set out below.

3.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Accounting Standards for Financial Reporting ("IFRSs") as adopted by the European Union ("EU").

The accounting policies applied in these financial statements are the same as those applied in the Group's annual consolidated financial statements as at and for the year ended 31 December 2020, except for the adoption of new standards effective as of January 1st 2021.

Additionally, the consolidated financial statements have been prepared in accordance with Order 2844/2016 for the approval of accounting regulations conforming with International Financial Reporting Standards as adopted by EU with subsequent amendments.

3.2 Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for the revaluation of certain non-current assets and financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

These consolidated financial statements have been prepared to serve the Group as consolidated financial statements.

The Group maintains its accounting records in Romanian Lei ("RON") and maintains the accounting books in accordance with the Regulations on Accounting and Reporting issued by the Ministry of Finance in Romania. The accompanying consolidated financial statements are based on the statutory accounting records of the individual entities and have been adjusted to present the consolidated financial statements in accordance with IFRS.

3.3 Going concern

These consolidated financial statements have been prepared on a going concern basis, which assumes the Group will be able to realize its assets and discharge its liabilities in the normal course of business. The Group will continue its activity according to the normal course of business in the foreseeable future without encountering the impossibility of continuing its activity or without the significant decrease of its activity.

For the purposes of assessing liquidity and going concern, the Group has modelled scenarios reflecting suitable assumptions over the next 12–month period that serve to inform the decisions the Group takes regarding future cost savings, cash generation, debt covenants and levels of investment. The Group's financial performance to date in FY21 across all divisions has been ahead of the modelled scenarios.

In addition, due to the proactive response taken by the Group to improve its liquidity position, since the beginning of the pandemic crisis, the cashflows of the Group have remained stable, demonstrating the financial discipline across the Group and the conservative approach taken when modelling scenarios.

As part of the Group's proactive response to maintaining its liquidity position and optimising its response to the crisis, a broad range of consequent actions was taken including:

• All non-urgent and non-committed capital programmes have been postponed or reduced during the initial months of the pandemic;

• Non-essential administrative costs generally and relating to projects specifically have been postponed or reduced;

• Measures have been taken to further optimise working capital management;

• Lease amortisation payments have been deferred, where possible;

• Decreasing the working hours for key administrative staff from 5 to 4 working days;

• Negotiation with providers, considered "not mandatory" for the Group in order to suspend the collaboration for a defined period of time.

• The Management of the Group reassessed the serving capacity of all business units and readjusted their medical infrastructure to the new market requirements. In this respect, all business units went through a market repositioning process that allowed them to address more efficiently customers' needs as a result of population's change of approach in relation to post Covid medical services.

All measures taken have been decided upon having in mind the Group's strategy to better position itself to all the new market changes, on the long term. As a consequence, the management focused on increasing efficiency of its operations in order to obtain better flexibility over capitalizing market opportunities.

Additional mitigating steps were implemented, such as further reductions in fixed operating costs, rent waivers and government intervention packages.

In response to the COVID-19 coronavirus pandemic, in March 2020 the Romanian authorities introduced a government programme for companies that were forced to shut down their operations and furlough staff. Under the programme, an eligible company could apply for this in an amount up to a level of 75% of the average salary per economy, to continue paying monthly salaries to its furloughed employees. The measure taken by the Group was to reduce costs in connection with support departments by sending non-critical staff into technical unemployment. The costs were borne by the Romanian Government up to a level of 75% of the average salary per economy; for salaries that exceeded the average in the economy, the difference was borne by the Group.

Also, the Group has made a 50% reduction of the salaries of the management team for a period of 45 days (from March 16 to April 30). The impact was not quantified, being considered insignificant as a share in operating expenses.

Another support measure during the state alert is the settlement for the sanitary units with beds in contractual relationship with the National Health Insurance Houses of the amounts contracted and settled from the budget of the Single National Health Insurance Fund or from the budget of the Ministry of Health, regardless the number of cases performed or, as the case may be, at the level of the activity actually performed in the conditions in which it exceeds the contracted level (Document no. 195/2020, Chapter III / Art. 17 / c)).

These steps have provided additional support to the liquidity analysis and modelled scenarios.

Going forward, the management has assessed the continuity of such measures and included this scenario in the financial modelling of the Group concluding that all cost cutting measures are replicable for the future periods and will continue to release margin into the Group's cashflows.

Based on the Group's current financial position and the modelled scenarios, the directors have concluded that the Group has sufficient liquidity to meet all its obligations for at least the twelve months from the date of this report and the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

3.4 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Parent Company (Med Life S.A.) and entities controlled by the Company (its subsidiaries). Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Noncontrolling interests in subsidiaries are identified separately from the Group's equity therein.

The interests of non-controlling shareholders are initially measured at the non-controlling interests' proportionate share of the fair value of the acquired company's identifiable net assets.

Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

3.5 Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognized at their fair value at the acquisition date.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

3.6 Accounting estimates and judgments

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as of the date of the balance sheet and revenue and expenses for the period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Impact of COVID 19 in respect of IFRS 9

The Group observed that the medical crisis has determined a slowdown in collection of its receivables as a result of the working capital challenges encountered by its clients. In order to counter this risk, the management decided to apply a prudent approach to future cashflows an recognized an allowance for bad and doubtful debts of RON 1.8 million as at September 30, 2021.

3.7 Foreign currency translation

Functional and presentation currency

These consolidated financial statements are presented in Romanian Leu ("RON"), which is the currency of the primary economic environment in which the Group operates (its "functional currency").

The exchange rates on September 30, 2021 were RON 4.9471 for EUR 1 (September 30, 2020: RON 4.8698 for EUR 1), respectively 1.3722 for HUF 100 (September 30, 2020: RON 1.3330 for 100 HUF).

The average exchange rates for the period of 9 months 2021 were 4.9114 RON for 1 EUR (9 months 2020: 4.8623 RON for 1 EUR), respectively 1.3780 RON for 100 HUF (9 months 2020: 1.3867 for 100 HUF).

The monetary assets and liabilities in foreign currency as of reporting date have been converted from EUR to RON at the closing exchange rate as announced by the National Bank of Romania.

The profit and loss incurred before the transaction date of the acquired businesses in 2021 were eliminated.

3.8 Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see 3.5 above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cashgenerating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated statement of comprehensive income/income statement. An impairment loss recognized for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

3.9 Property, plant and equipment

Land and buildings held for use in the supply of services, or for administrative purposes, are stated in the balance sheet at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The lands and constructions held for administrative purposes are recorded in the balance sheet at the revalued amount, which is the fair value at the date of the revaluation, less accumulated depreciation and accumulated impairment losses. The value of land and buildings owned presented in these consolidated financial statements is based on the valuation reports which were performed as of December 31, 2019 by independent valuators certified by ANEVAR. The revaluation is performed with sufficient regularity as to ensure that the Group presents land and buildings at fair value in the consolidated financial statements

Expenses for repairs and maintenance are recognized in the profit or loss account at the time of their execution. Costs with capital repairs are included in the book value of the asset when it is probable that future economic benefits above the initially evaluated standard of performance of the existing asset will be transferred to the Group. Capital renovations are depreciated over the remaining useful period of the respective asset. The land is not depreciated.

Installations and equipment are recorded at cost, less accumulated depreciation and accumulated impairment losses.

Assets under construction are recorded at cost, less accumulated impairment losses and moved to tangible assets once they become available for use.

The depreciation is calculated at the values of the tangible assets by the linear method up to the estimated residual values of the assets. Estimated useful lives, residual values and depreciation method are reviewed at the end of each year, and the effects of changes in estimates are recorded prospectively.

The following useful lives are used in the calculation of depreciation:

Years

Buildings 10 – 50 years Plant and equipment 3 – 15 years Fixtures and fittings 3 – 15 years

3.10 Assets held under finance leases

Assets held under finance leases are depreciated over their expected useful lives on the same basis as

owned assets.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

3.11 Intangible assets

Intangible assets acquired are reported at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

The Group's intangible assets are represented by software licenses which are amortized straight-line over a period of three years.

Intangible assets with indefinite useful lives such as trademarks, customer lists, contract advantage, that are acquired separately are carried at cost less accumulated impairment losses.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

De-recognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in profit or loss when the asset is derecognized.

Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets that are not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3.12 Investments in subsidiaries

A subsidiary is an entity, including an unincorporated entity such as a partnership, which is controlled by another entity (known as the parent). Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

A parent company, shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this IAS 27 Consolidated and Separate Financial Statements.

3.13 Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in the consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments.

Losses of an associate in excess of the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate) are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss. Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate.

3.14 Inventories

Inventories are stated at the lower of cost and net realizable value. Cost of inventories comprises of all the costs incurred in bringing the inventories to their present location and condition, being valued on a first in first out basis. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. The group applies FIFO as a costing method.

3.15 Trade receivables

Trade receivables are recognised initially at the amount of consideration (transaction price) that is unconditional, unless they contain significant financing components when they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance.

The Group recognises a loss allowance for expected credit losses on trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on this financial asset are estimated using a provision matrix based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

Write-off policy

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above.

As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date.

For financial assets such as trade receivables, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

The Group recognises an impairment gain or loss in profit or loss for all trade receivables with a corresponding adjustment to their carrying amount through a loss allowance account.

Interest revenues

Interest income is recognized using the effective interest method for debt instruments measured subsequently at amortized cost. The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

Interest income is recognized in profit or loss and is included in the "finance income - interest revenue" line item.

3.16 Cash and cash equivalents

Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand, cash held at call with banks with original maturities of three months or less.

3.17 Government grants

Government grants are assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. They exclude those forms of government assistance which cannot reasonably have a value placed upon them and transactions with government which cannot be distinguished from the normal trading transactions of the entity.

Government grants are recognised at their fair value when there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Alternatively, they are deducted in reporting the related expense.

Government grants relating to the purchase of property, plant and equipment are included in the consolidated statement of financial position as deferred income and they are credited to profit or loss on a straight-line basis over the expected lives of the related assets.

3.18 Financial instruments

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at fair value through profit and loss.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense (or income) over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability (or asset), or (where appropriate) a shorter period, to the amortised cost of a financial liability (or asset).

Financial assets

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Debt instruments that meet the following conditions are measured subsequently at amortised cost:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Amortised cost and effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial sets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.

Interest income is recognised in profit or loss and is included in the "finance income - interest revenue" line item.

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically, for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the 'other financial expenses' line item.

Impairment of financial assets accounting policy is presented in note 3.17.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all

the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

Financial liabilities

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at fair value through profit and loss.

Financial liabilities measured subsequently at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense (or income) over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability (or asset), or (where appropriate) a shorter period, to the amortised cost of a financial liability (or asset).

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'other financial expenses' line item in profit or loss for financial liabilities that are not part of a designated hedging relationship.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.

MED LIFE GROUP NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any noncash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

3.19 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the combined income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax base used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets

reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax are recognized as an expense or income in profit or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognized directly in equity, in which case the tax is also recognized directly in equity.

3.20 Share capital

Ordinary shares are classified as equity. The Group presents the amount of dividends recognised as distributions to owners during the period in the statement of changes in equity, and the related amount of dividends per share in the notes to the financial statements.

3.21 Share premiums

Share premiums are own funds created as a result of the difference between the issue value of the shares and the nominal value of the shares. The Group recorded share premiums as a result of the issue of shares.

3.22 Revaluation reserve

The increases in the fair value of land and buildings are recorded against revaluation reserves. Any decreases in the fair value of land and buildings are first deducted from the revaluation reserves and then the difference is recorded through profit and loss accounts. The revaluation is performed with sufficient regularity as to ensure that the Group presents land and buildings at fair value in the consolidated financial statements.

3.23 Provisions for risks and charges

Provisions are recognized when the Group has a legal or constructive obligation, as a result of a past event and it is probable that there will be a future outflow of resources in order to extinguish this liability. Provisions for risks and charges are assessed at the end of each period and adjusted in order to present management's best estimate.

3.24 Revenue recognition

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue is recognised over time where (i) there is a continuous transfer of control to the customer; or (ii) there is no alternative use for any asset created and there is an enforceable right to payment for performance completed to date. Other revenue contracts are recognised at a point in time when control of the service transfers to the customer.

The Group provides health care medical services to corporate and retail customers, in which one performance obligation is a promise to transfer distinct services to the beneficiary.

The Group's core activities are conducted through five business lines, providing a well-balanced business portfolio that covers all key segments of the private medical services market. Disaggregation of revenue from contracts with customers by business line comprises the following major categories: clinics, stomatology, hospitals, laboratories and corporate.

The Group's business and revenue model focuses on the spending power of corporations and private individuals on medical services, while the State's contribution through the National Health Insurance House represents a complement, not the core revenue of Group's activities. However, the National Health Insurance House is considered to be one major customer that goes across multiple sectors such as: clinics, hospitals and laboratories, and from which the Group receives the consideration based on reaching preestablished ceilings, for the medical services provided to the State's insured patients, which are the end users of the healthcare medical services. The revenue in relation with NHIH is recognised at the end of the month, when the Group has an enforceable right to payment for performance completed up to date, as the end user receives and consumes the benefits provided by the entity's performance as the entity performs.

Clinics

The core of the Group's operations is the network of ambulatory clinics. The business line comprises a network of 75 facilities, which offer a wide range of outpatient services covering a broad range of medical specialties. The Group's diagnostic imaging services provided to clients other than hospital inpatients also form part of this business line. The Group's clinics provide a wide range of services delivered mainly in two formats:

  • Hyper clinics, a format pioneered by the Group in Romania, consisting of large facilities with at least 20 medical offices and surface areas in excess of 1,000 sqm. It is a one-stop-shop for clinical examinations and imaging. This format is designed for larger urban areas, with a population over 175,000. Hyper clinics would usually include a broad range of imaging services on site including radiology, bone density – DEXA, CT, MRI, 2D-4D ultrasounds and Mammography; in the case of new openings, such services may be included in the hyper clinics' offering gradually. Hyper clinic locations also host the services of other business lines, such as sampling points for laboratories.
  • Clinics, offering a range of treatments from general practitioner services to specialists, are aimed at servicing the core needs of the Group's HPP patients and FFS clients. The Group's clinics typically have between 5 and 12 medical offices, although smaller satellite clinics are in operation to address specific market situations. Clinics are designed for smaller cities or to serve specific concentrations of patients. Clinics, with limited capacity and generally limited imaging services, act as feeder networks for the more specialized services located in the hyper clinics.

Stomatology

The Group's Dentistry business line offers a full range of services, ranging from medical examinations to surgery, implants or orthodontic services.

Stomatology business line is not subject to NHIH allocations. All of the sales are fee for service ("FFS") based, and the revenue is recognised at a point in time, when the performance obligation is satisfied.

Laboratories

The Laboratories business line provides the following range of services: biochemistry, pathological anatomy (cytology and histology), molecular biology and genetics, haematology, immunology, microbiology and toxicology. Sampling points are locations where the Group collects blood and other samples from patients. The Laboratories business line sources the bulk of its revenue from FFS clients, and the revenue is recognised at a point in time, when the performance obligation is satisfied.

One exception is when the Group provides laboratory tests to other companies' employees and the revenue is recognised at the end of the month, when the Group has an enforceable right to payment for performance completed up to date.

Hospitals

Hospital services provided to patients are regarded as a bundle of services which comprise accommodation, meals, use of equipment, pharmacy stock and nursing services. This is considered to be a single performance obligation as the medical procedures cannot be performed without one of the above elements. Revenue is recorded during the period in which the hospital service is provided and is based on the amounts due from patients. Fees are calculated and billed based on various tariff agreements.

The Hospitals business line derives its revenue predominantly from FFS patients. Treatment of State insured patients for the NHIH, generally relates to maternity, genecology, cardiology and oncology.

The Group does not expect to have any contracts where the period between the transfer of the promised service to the patient and the payment by the patient exceeds one year. Consequently, the Group does not adjust any of the transaction prices for time value of money.

Corporate

The Corporate business line offers HPPs (health prevention packages) on a subscription basis, generally to corporate clients, as part of the benefit packages for their employees. These programs, which focus on prevention, such as regular check-up's and access to diagnostic services, complement the legally required occupational health services that corporate clients contract from the Group as the Standard HPP. The Group has a portfolio of over 700,000 HPPs patients from over 5,000 different companies.

The HPPs offered by the Group consist of the following:

  • Mandatory occupational health services, which mainly include the provision of annual employee check-ups and more specific services depending on the client's industry. Many companies begin by purchasing occupational health services under the "Standard" HPP and then add benefits under broader HPPs from the same provider for certain or all of their employees, providing an upselling opportunity for the occupational health provider.
  • More general, "prevention oriented" health plans, providing expanded access to general practitioners and certain specialists in the Group's clinics and as well as specified laboratory tests and diagnostic imaging for higher end packages. The specific services vary depending on the type of package.

The revenue in relation with corporate customers is recognized over time. Under the output method, the entity would measure completion of the total performance obligation either in relation to the total obligation that has been satisfied or in relation to what remains to be satisfied, based on health prevention packages delivered.

Contract assets and liabilities

A contract asset (accrued income) is the right to consideration in exchange for services transferred to the customer. Where the Group transfers services to a customer over time before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration to date under the contract. Contract assets are presented within trade and other receivables (Note 7 – Accounts receivables) on the Group Balance Sheet and are expected to be realized in less than one year.

A contract liability (deferred income) is the obligation to transfer services to a customer for which the Group has received consideration from the customer. Where the customer pays consideration before the Group transfers services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract. Contract liabilities are presented within trade and other payables (Note 11 – Accounts payables) on the Group Balance Sheet.

Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised service to the customer and when the customer pays for that service will be one year or less. All the contracts are under one year.

Contracts are for periods of less than one year or are billed based on services incurred. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

3.25 Employee benefits

Employee benefits

The Group, in the normal course of business, makes payments to the Romanian State on behalf of its employees for pensions, health care and unemployment cover. The cost of these payments is charged to the income statement in the same period as the related salary cost.

All employees of the Group are members of the Romanian State pension plan. The Group does not operate any other pension scheme.

Bonus schemes

The Group recognizes a liability and an expense where a contractual obligation exists for short-term incentives.

The amounts payable to employees in respect of the short-term incentive schemes are determined based on annual business performance targets.

3.26 Related parties

The relationships between the entities and the company are special when one of the parties has the ability to directly control or significantly influence the other party, by using ownership, contractual rights, family relationships or any other means.

Related parties also include individuals which are principal owners, management or members of the Group's Board of Directors, as well as the members of their families.

These consolidated financial statements have been prepared based on the fact that the parties have entered into arm's length transactions with the entities within the group and according to objectively established prices.

3.27 Fair value

Certain accounting policies of the Group and information presentation criteria require determination of the fair value both for the assets and the liabilities of the Group. In determining the fair value of assets and liabilities, the Group uses as much as possible observable market values. Fair values are classified on various levels based on inputs used in valuation techniques, as follows:

  • Level 1: (unadjusted) quoted prices on active markets for identical assets and liabilities
  • Level 2: inputs, other than the prices included in level 1, which are observable for assets and liabilities, either directly (e.g.: prices) or indirectly (e.g.: derived from prices)
  • Level 3: inputs for evaluation of assets and liabilities which are not based on observable market data.

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Group engages third party qualified valuers to perform the valuation.

Further information about the assumptions made in measuring fair values is included in the note 5.1 Land and buildings carried at fair value.

3.28 IAS 29

Med Life SA was created in 1996. The development of the Group was continuous throughout the years. The significant additions to non-current assets and the material share capital subscriptions and the share premiums were recorded after Romania stopped being considered a hyperinflationary economy. As such, no inflation adjustments have been applied to equity and the Company did not have to apply IAS 29 requirements.

3.29 IFRS 8

IFRS 8 disclosures are meant to enable users of financial statements to evaluate the nature and financial effects of the business activities in which it engages and the economic environments in which it operates.

An operating segment is a component of an entity:

  • (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity),
  • (b) whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and
  • (c) for which discrete financial information is available.

The Group considers that all the business activities from which it earns revenues are intertwined and that the main business activity represents one segment - the rendering of medical services.

In order to enable users of the financial statements to evaluate the nature and financial effects of the business, the Group decided to present the revenues split on the main business lines (please see Note 19 - Revenue from contracts with customers).

3.30 IFRS 16 "Leases"

The Group leases various buildings, equipment, vehicles and other assets. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.

The Group's assesses whether a contract is or contains a lease, at inception of the contract. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group - except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. Payments associated with short-term leases and all leases

of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Assets and liabilities arising from a lease are initially measured on a present value basis.

Lease liabilities include the net present value of the following lease payments:

• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

• The exercise price of a purchase option if the Group is reasonably certain to exercise that option;

• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option; and

• Lease payments to be made under reasonably certain extension options.

The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group uses recent third-party financing received by the lessee as a starting point and adjusts the rate to reflect changes in financing conditions since the thirdparty financing was received.

The lease liability is presented as a separate line in the statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-ofuse asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

Right-of-use assets are measured at cost comprising the following:

  • The amount of the initial measurement of lease liability;
  • Any lease payments made at or before the commencement date less any lease incentives;
  • Any initial direct costs; and
  • Restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

The right-of-use assets are presented as a separate line in the statement of financial position

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Property, Plant and Equipment' policy.

Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

3.31 Subsequent events

The effect of significant subsequent events, after the reporting period, which supplies additional information

regarding the financial position of the Group and require adjustments are reflected in the balance sheet or profit and loss, if the case. The significant events that do not require adjustments are disclosed in the notes of the separate financial statements.

3.32 Earnings per share

Basic earnings per share is calculated by dividing:

  • the profit attributable to owners of the Group, excluding any costs of servicing equity other than ordinary shares;
  • by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.

3.33 Critical accounting judgements and key sources of estimation uncertainty

In applying the Group 's accounting policies, which are described in note 3, the management is required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Company's accounting policies

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Critical judgements in assessing the impairment of financial assets

When accounting for its investments in subsidiaries, the Group 's management has concluded that the investments shall be maintained and presented at cost. Please refer to Note 3.13 – Investments in subsidiaries.

Critical judgements in assessing the impairment of non-financial assets

Please refer to Note 5 – tangible and intangible fixed assets.

Critical judgements in determining the fair value of land and buildings

The Group accounts for land and building using the fair value approach based on market comparative valuations performed by certified ANEVAR professional as per revaluation reports concluded as at 31 December 2019. The valuations conform to International Valuation Standards. As at 31 December 2020, the management has not identified any indication that would conclude the need of revaluating its land and buildings for any impairment.

Critical judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of buildings, cars and equipment, the following factors are normally the most relevant:

• If there are significant penalty payments to terminate (or not extend), the group is typically reasonably certain to extend (or not terminate).

• If any leasehold improvements are expected to have a significant remaining value, the group is typically reasonably certain to extend (or not terminate).

• Otherwise, the group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

• If the Group considers that some of the lease agreement shall be terminated earlier, then the assumption of the tenor shall be reassessed accordingly in order to fairly represent the management's view of the leased asset's impact to the Financial Statements.

The lease term is reassessed if an option is actually exercised (or not exercised) or the group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant

event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.

Critical judgements in determining the control over subsidiaries

The Group acquired 2 companies, CED Pharma and Pharmachem Distributie in June and July 2021, which have been consolidated starting with July and August 2021.

The Company assessed whether or not the Group has control over the acquired companies based on whether the Group has the practical ability to direct the relevant activities of the targets. After assessment, the Group concluded that the Group can direct the relevant activities of the targets and therefore the Group does have control over Pharmachem Distributie and CED Pharma as at September 30, 2021.

The group acquired the company Neolife Medical Center in November 2021. The group has not yet obtained control over the company on September 30, 2021, the transaction being under analysis at the Competition Council.

Key source of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Calculation of loss allowance

The Group always recognises lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on this financial asset are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

In determining adjustments for impairment of receivables, management incorporates forward-looking information, exercises professional judgment and uses estimates and assumptions. Estimation of expected credit risk losses involved forecasting future macroeconomic conditions for the next 2 years. More details on the assumptions, scenarios used and the weights assigned to each scenario can be found in Note 7 dedicated to accounts receivables.

The incorporation of forward-looking elements reflects the expectations of the Group and involves the creation of scenarios, including an assessment of the probabilities of materialization of each scenario.

4. GOODWILL

The Group records goodwill resulting from business combinations.

During the period ended September 30, 2021, the Group obtained control over various companies and recorded a goodwill of RON 183.081.597 (December 31, 2020: RON 147.256.824).

The Group recognized goodwill in the amount of RON 35.824.773.

Management conducts impairment tests on an annual basis or whenever there is an indication of impairment to assess the recoverability of the carrying value of goodwill. This is performed using discounted cash flow models.

There are a number of key sensitive judgements made in determining the inputs into these models which include:

  • Revenue growth
  • Operating margins and
  • The discount rates applied to the projected future cash flows.

Management have engaged specialists to assist with the impairment analysis. No impairment of goodwill was identified as of September 30, 2021.

5. TANGIBLE AND INTANGIBLES FIXED ASSETS

5.
TANGIBLE AND INTANGIBLES FIXED ASSETS
MED LIFE GROUP
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
30 September
2021
31 December
2020
Gross book value 1,145,791,403 1,044,220,099
Accumulated depreciation
Net book value
(522,747,339)
623,044,065
(461,791,933)
582,428,166
6.
INVENTORIES
30 September 31 December
2021 2020
Consumable 25,706,366 30,365,966
Materials in the form of inventory items 689,220 634,230

6. INVENTORIES

MED LIFE GROUP
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
5.
TANGIBLE AND INTANGIBLES FIXED ASSETS
6.
INVENTORIES
30 September 31 December
2021 2020
Consumable 25,706,366 30,365,966
Materials in the form of inventory items 689,220 634,230
Merchandise 40,649,470 22,057,554
Inventory in transit 3,845 768
TOTAL 67,048,901 53,058,518
7.
TRADE AND OTHER RECEIVABLES
30 September 31 December
2021 2020
Customers 201,506,452 141,240,034
Advances to suppliers 15,555,311 6,968,448
Allowance for bad debt (29,773,917) (27,129,452)
TOTAL 187,287,846 121,079,030

7. TRADE AND OTHER RECEIVABLES

30 September 31 December
2021 2020
Customers 201,506,452 141,240,034
Advances to suppliers 15,555,311 6,968,448
Allowance for bad debt (29, 773, 917) (27, 129, 452)
TOTAL 187,287,846 121,079,030

Customers' compliance with agreed credit terms is monitored regularly and closely. Where payments are delayed by customers, steps are taken to restrict access to services or contracts are terminated.

Certain customers, which are public or quasi-public institutions, or subsidiaries of MedLife, may have longer payment terms and services may be continued to be delivered when amounts are overdue due to management's assessment of a lower credit risk.

The average receivable period for the services offered is 95 days. There is no interest on commercial receivables within the first 95 days from the date of issue of the invoice.

The carrying amount of financial assets, measured at amortised cost, represents the maximum credit exposure. There are no credit enhancements or collateral held that would offset such amounts. As the customer base of the Group is very diverse, there are generally no large concentrations of credit risk.

Allowance for bad debt includes a debt of RON 7,365,835 which represents amounts receivable by MedLife S.A. from the Health Insurance House of the Municipality of Bucharest, not yet invoiced. The company has commenced court proceedings against the Health Insurance House of Bucharest. The management of the Company is confident that the amount will be recovered in the end, but considering the unfavourable decisions of the courts in similar cases, the Company has decided to register a value adjustment for the entire amount.

8. CASH AND BANKS

MED LIFE GROUP
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
8. CASH AND BANKS 30 September 31 December
2021 2020
Cash in bank 135,195,388 78,177,086
Cash in hand 5,620,209 2,230,022
Cash equivalents 2,281,269 1,563,289
TOTAL 143,096,867 81,970,397
9. PREPAYMENTS
As of September 30, 2021 the Group has prepayments in amount of RON 8.475.849 (RON 7.117.566 as of
December 31, 2020). The prepayments balance as of September 30, 2021 and December 31, 2020 consists
mainly of deferred commissions for financing related to the Club loan for undrawn facilities and other
amounts such as insurance policies for professionals and tangible assets.
10. TRADE AND OTHER PAYABLE
30 September 31 December
2021 2020
Suppliers 194,308,129 132,306,159
Fixed assets suppliers 14,430,723 15,573,776
Advances paid by customers 6,991,107 3,810,199

9. PREPAYMENTS

10. TRADE AND OTHER PAYABLE

8.
CASH AND BANKS
9.
PREPAYMENTS
December 31, 2020). The prepayments balance as of September 30, 2021 and December 31, 2020 consists
mainly of deferred commissions for financing related to the Club loan for undrawn facilities and other
amounts such as insurance policies for professionals and tangible assets.
10.
TRADE AND OTHER PAYABLE
30 September 31 December
2021 2020
Suppliers 194,308,129 132,306,159
Fixed assets suppliers 14,430,723 15,573,776
Advances paid by customers 6,991,107 3,810,199
TOTAL 215,729,959 151,690,134
11.
OTHER SHORT TERM LIABILITIES
12. LEASING LIABILITIES
30 September 31 December
2021 2020
Long term portion – Leasing 142,653,823 147,097,180
Current portion – Leasing 38,033,291 41,166,069
TOTAL 180,687,113 188,263,249
13.
FINANCIAL DEBT

11. OTHER SHORT TERM LIABILITIES

12. LEASING LIABILITIES

11.
OTHER SHORT TERM LIABILITIES
12. LEASING LIABILITIES
Current portion – Leasing 38,033,291 41,166,069
TOTAL 180,687,113 188,263,249
13.
FINANCIAL DEBT
30 September 31 December
2021 2020
Current portion of long-term loans 104,126,846 73,564,124
Non-current portion of long-term loans 434,129,094 414,696,592
TOTAL 538,255,940 488,260,716

13. FINANCIAL DEBT

11.
OTHER SHORT TERM LIABILITIES
12. LEASING LIABILITIES
TOTAL 180,687,113 188,263,249
13.
FINANCIAL DEBT
30 September 31 December
2021 2020
Current portion of long-term loans 104,126,846 73,564,124
Non-current portion of long-term loans 434,129,094 414,696,592
TOTAL 538,255,940 488,260,716

• On September 24, 2019 Med Life SA (together with the co-borrowers Policlinica de Rapid Diagnostic SA, Bahtco Invest SA, Accipiens SA, Genesys Medical Clinic SRL, Clinica Polisano SRL, Centrul Medical Sama SA, Dent Estet Clinic SA and Valdi Medica SRL) signed with the Romanian Commercial Bank, Raiffeisen Bank, BRD Groupe Societe Generale and Transilvania Bank a refinancing agreement to the existing facilities, extending the financing period, rearranging the terms and conditions, as well as for an additional credit limit of 28 million euros, which will be in the form of a term facilities, being used by Medlife, along with other liquidities of the Company, for possible new purchasing opportunities in the market. On 29 April 2021, this facility was extended with 40 million euro.

MED LIFE GROUP NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

• a guaranteed overdraft facility between Garanti Bank S.A. and Med Life S.A., the amount drawn on September 30, 2021, is of RON 9.894.200;

• an overdraft facility between Unicredit Tiriac Bank and Prima Medical S.R.L., with a maximum credit limit of RON 800,000, drawn in full on September 30, 2021;

• 2 guaranteed loan facilities concluded between Garanti Bank S.A. and Anima Specialty Medical Services S.R.L; the balance outstanding at September 30, 2021 is RON 5.034.808;

• an overdraft facility concluded between Garanti Bank S.A. and Anima Specialty Medical Services S.R.L within 1,500,000 RON; on September 300, 2021 the amount drawn is RON 1.249.000;

• a guaranteed loan concluded between Bancpost and Med Life Ocupational S.R.L. worth EUR 225,000; the balance outstanding at September 30, 2021 is RON 155.207;

• 1 guaranteed loan contract concluded between Banca Transilvania S.A. and Ghencea Medical Center, the balance outstanding at September 30, 2021 is RON 584.275;

• a loan agreement and a guaranteed overdraft facility between CEC Bank S.A. and Clinic Polisano S.R.L., the balance outstanding at September 30, 2021 is RON 25.095.673;

• an overdraft facility between Banca Transilvania S.A. and Onco Team Diagnostic S.A., the balance outstanding at September 30, 2021 is RON 381.491;

• a loan agreement concluded between Banca Transilvania S.A. and Micromedica Roman S.R.L., the balance outstanding at September 30, 2021 is RON 1.576.974;

• a loan agreement concluded between Banca Transilvania S.A. and Centrul Medical Micromedica S.R.L., the balance outstanding at September 30, 2021 is RON 1.762.681;

• an overdraft facility between CIB Bank and RMC Ungaria, the balance outstanding at September 30, 2021 is RON 10.401;

• a loan agreement concluded between Raiffeisen Bank S.A. and Krondent S.R.L., the balance outstanding at September 30, 2021 is RON 214.311;

• a loan agreement concluded between Vista Bank S.A. and CED Pharma S.R.L., the balance outstanding at September 30, 2021 is RON 2.701.034;

• a loan agreement concluded between Banca Transilvania S.A. and Pharmachem Distributie S.R.L., the balance outstanding at September 30, 2021 is RON 526.211;

• a loan agreement concluded between ING Bank S.A. and Leti Pharm S.R.L., the balance outstanding at September 30, 2021 is RON 146.549.

The interest rate for each loan for each interest period is the rate per year that is the sum of the applicable margin and depending on the currency of each loan, EURIBOR for the amounts in EUR or ROBOR for the amounts in RON.

As at September 30, 2021 none of the Group members was in breach of any applicable term of the financing facilities.

14. ISSUED CAPITAL

The issued share capital in nominal terms consists of 132.870.492 ordinary shares as at 30 September 2021 (31 December 2020: 22,145,082) with a nominal value of RON 0,25 per share. The holders of ordinary shares are entitled to one vote per share in the shareholders' meetings of the Company, except for the treasury shares bought back by the Company as part of the share buy-back program. All shares rank equally and confer equal rights to the net assets of the Company, except for treasury shares.

In accordance with the Decision of the Extraordinary General Meeting of Shareholders of the Company dated 15.12.2020, the share capital of the Company was increased with RON 27,681,352.50, from RON 5,536,270.5 to RON 33,217,623, by issuance of a number of 110,725,410 new shares with a nominal value of RON 0.25/share. The Share Capital Increase was made with the incorporation of share premium reserves, and the newly issued shares (5-for-1) were allocated without a monetary compensation to all shareholders registered in the shareholders' register of the Company as at 4 of January 2021 (Registration Date).

The effects of the share capital increase were processed on 15 of February 2021 and the newly issued shares were allocated to shareholders.

MED LIFE GROUP NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified) shares % Value

MED LIFE GROUP
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
Number of
shares
% Value
Others 62,156,860 46.78% 15,539,215
Marcu Mihail 20,832,307 15.68% 5,208,077
C
ristescu Mihaela Gabriela
18,660,690 14.04% 4,665,173
Legal entities 17,016,235 12.81% 4,254,059
Marcu Nicolae 14,204,400 10.69% 3,551,100
TOTAL 132,870,492 100.00% 33,217,623

15. EARNINGS PER SHARE

According to the Decision of the Extraordinary General Meeting of Shareholders of the Company dated 15.12.2020, the Company performed a share split of 5-for-1. The effects of the share split were recorded on 15th February 2021, when the Central Depository allocated to all shareholders registered in the Company's shareholders' register as at 04.01.2021 (Registration Date) 5 newly issued shares for each share held at the registration date.

In addition, the own shares repurchased by the Company were not treated as outstanding shares for the calculation of basic and diluted earnings per share, and are deducted from the total number of issued ordinary shares.

The basic and diluted earnings per share have the same value, due to the fact that there are no elements with a diluting effect on the result.

30 September
2021
30
September
2020
Total basic and diluted earnings per share attributable 0.67 0.29
to the ordinary equity holders of the company

Earnings used in calculating earnings per share:

30 September
2021
30
September
2020
Profit attributable to the ordinary equity holders of the
company used in calculating basic and diluted earnings
88,921,243 38,857,997
30 September 30
September
2021 2020
Weighted average number of ordinary shares used as
the denominator in calculating basic and diluted
earnings per share
132,804,218 132,342,607

16. RESERVES

Earnings used in calculating earnings per share:
30 September 30
2021 September
2020
Profit attributable to the ordinary equity holders of the
company used in calculating basic and diluted earnings
per share
88,921,243 38,857,997
Weighted average number of shares used as the denominator
30 September 30
September
2021 2020
Weighted average number of ordinary shares used as 132,804,218 132,342,607
the denominator in calculating basic and diluted
earnings per share
16.
RESERVES
The structure of the Group's reserves is presented below:
30 September 31 December
2021 2020
General reserves 19,641,212 19,311,000
Other reserves 9,415,817 9,415,817
Revaluation reserves 95,484,740 95,484,740
TOTAL 124,541,769 124,211,557

17. NON-CONTROLLING INTEREST

MED LIFE GROUP
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
17. NON-CONTROLLING INTEREST 30 September 31 December
2021 2020
Balance at beginning of year 27,633,022 22,750,118
Share of profit for the year 9,733,891 7,060,824
Non-controlling interests arising on the 4,820,122 0
acquisition of subsidiaries
Subsequent acquisition of NC
I (1,865,109) (1,475,933)
Distribution of dividends (217,748) (701,987)
TOTAL 40,104,177 27,633,022
18. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from customers consist of medical services, including revenues from prevention packages of
corporate customers and fees for services rendered within Group's clinics and various hospitals within
Romania. Please see breakdown below.
9 months 2021 9 months Variation
Business Line % of Total
Sales
2020 % of Total
Sales
Sales Sales 2021/2020
Clinics 297,145,397 28.5% 225,341,482 29.2% 31.9%
Stomatology 70,473,158 6.8% 41,829,791 5.4% 68.5%
238,721,769 22.9% 182,194,030 23.6% 31.0%
Hospitals 17.1% 52.4%
Laboratories 200,793,164 19.3% 131,790,323

18. REVENUE FROM CONTRACTS WITH CUSTOMERS

Non-controlling interests arising on the
18. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from customers consist of medical services, including revenues from prevention packages of
corporate customers and fees for services rendered within Group's clinics and various hospitals within
Romania. Please see breakdown below.
9 months 2021 9 months Variation
Business Line Sales % of Total
Sales
2020
Sales
% of Total
Sales
2021/2020
Clinics 297,145,397 28.5% 225,341,482 29.2% 31.9%
Stomatology 70,473,158 6.8% 41,829,791 5.4% 68.5%
Hospitals 238,721,769 22.9% 182,194,030 23.6% 31.0%
Laboratories 200,793,164 19.3% 131,790,323 17.1% 52.4%
Corporate 152,963,186 14.7% 143,634,692 18.6% 6.5%
Pharmacies 41,900,018 4.0% 33,210,924 4.3% 26.2%
Distribution 24,174,978 2.3% 0 0.0% 100.0%
Others 16,145,525 1.5% 12,807,798 1.7% 26.1%

MED LIFE GROUP NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

9 months ended 9 months ended
Business line Info September 30, September 30,
2021 2020
Clinics Revenue 297,145,397 225,341,482
Clinics Visits 1,631,748 1,356,597
Clinics Avg fee 182.1 166.1
Stomatology Revenue 70,473,158 41,829,791
Stomatology Visits 115,833 66,108
Stomatology Avg fee 608.4 632.7
Hospitals Revenue 238,721,769 182,194,030
Hospitals Patients 70,675 60,622
Hospitals Avg fee 3,377.8 3,005.4
Laboratories Revenue 200,793,164 131,790,323
Laboratories Analyses 6,420,320 3,847,035
Laboratories Avg fee 31.3 34.3
Corporate Revenue 152,963,186 143,634,692
Corporate Subscriptions 737,221 715,669
Corporate Avg fee 207.5 200.7
Pharmacies Revenue 41,900,018 33,210,924
Pharmacies Clients 274,828 151,846
Sales
per
Pharmacies client 152.5 218.7
Distribution Revenue 24,174,978 -
Distribution Clients 1,366 -
Distribution Avg fee 17,693.6 -
Others Revenue 16,145,525 12,807,798

19. OTHER OPERATING REVENUES

OTHER OPERATING REVENUES
19. Other operating revenues caption comprises:
9 months 2021 9 months 2020
Other operating revenues 1,377,169 2,239,668
Income from operating grants 2,458,061 1,168,821
Capitalized cost of intangible assets - -

20. OTHER OPERATING EXPENSES

MED LIFE GROUP NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

MED LIFE GROUP
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021
(all the amounts are expressed in RON, unless otherwise specified)
9 months 2021 9 months 2020
Commodities 55,718,350 26,721,190
Utilities 10,324,075 9,279,888
Repairs maintenance 10,554,756 8,215,069
Rent 7,956,774 1,548,438
Insurance premiums 2,631,010 2,338,734
Promotion expense 8,632,945 8,859,631
Communications 3,549,870 3,215,839
Other administration and operating expenses 9,433,023 7,032,371
TOTAL 108,800,803 67,211,160
21.
NET FINANCIAL RESULT
9 months 2021 9 months 2020
Other financial expenses (2,758) -
(Loss)/Gain from foreign exchange rate
impact
(9,658,203) (7,392,412)
(18,499,656) (15,309,602)
Finance cost
Other income 32,672 87,624

21. NET FINANCIAL RESULT

21.
NET FINANCIAL RESULT
Other financial expenses (2,758) -
(Loss)/Gain from foreign exchange rate
impact
(9,658,203) (7,392,412)
Finance cost (18,499,656) (15,309,602)
Other income 32,672 87,624
Interest income 117,073 44,160

22. BUSINESS COMBINATIONS

Subsidiaries acquired during the period 1 January – 30 September 2021:

The Group signed the sale and purchase agreement for share capital for acquiring the following companies:

  • 10% of the shares in CM Panduri SRL;
  • 60% of shares in Medica Sibiu SRL;
  • 29% of shares in Dentist 4 Kids SRL (indirect);
  • 100% of shares in Centrul Medical Basarab;
  • 100% of shares in CED Pharma;
  • 75% of shares in Pharmachem Distributie.

23. EVENTS AFTER THE BALANCE SHEET DATE

ACQUISITION OF NEOLIFE MEDICAL CENTER ROMANIA

MedLife Medical System announced the signing of the purchase contract of 50% of the share package of the oncology centers Neolife Romania, one of the biggest players doctors on the oncology segment in Romania and a reference name in Eastern Europe. right to the company's representatives, the transaction is to be analyzed by the Competition Council.

ACQUISITION OF ONCOCARD HOSPITAL BRASOV

MedLife Medical System announced the resumption of the acquisition process of OncoCard Hospital Brașov, one of the most important diagnostic and oncological treatment centers in Romania, by signing the sales and purchase agreement of 100% of group shares. According to MedLife representatives, the discussions for these acquisitions were initiated at the end of 2019 but were postponed in the context of the Covid 19 pandemic and resumed this year.

ACQUISITION OF STOMESTET

DENT ESTET Group, the established market leader in the field of dentistry services in Romania, part of MedLife Medical System, and Stomestet, one of the most important dental clinic from Transylvania, announces their strategic partnership.

There have been no other significant events subsequent to September 30, 2021.

CEO CFO

Mihail Marcu, Adrian Lungu,

MEDLIFE GROUP THIRD QUARTER REPORT 2021

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

Name of the issuing company: Med Life S.A. Registered Office: Bucharest, 365 Calea Griviței, district 1, Romania Fax no.: 0040 374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: RON 33,217,623 Regulated market on which the issued securities are traded: Bucharest Stock Exchange

CONTENTS:

I. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS AT SEPTEMBER 30, 2021 ("CONSOLIDATED FS") 3 II. FINANCIAL ANALYSIS 6 III. IMPORTANT EVENTS Q3 2021 7 IV. SIGNIFICANT SUBSEQUENT EVENTS 8 V. MAIN FINANCIAL RATIOS AS AT 30 SEPTEMBER 2021 8 VI. OPERATIONAL KEY PERFORMANCE INDICATORS 10 VII. UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL INFORMATION FOR THE 9 MONTHS PERIOD ENDED SEPTEMBER 30, 2021 ("CONSOLIDATED PRO FORMA PL") 11

VIII. EBITDA EVOLUTION 14

Note: The following financial statements are prepared in accordance with international financial reporting standards, as adopted by European Union ("IFRS").

Report concluded in compliance with ASF Regulation no. 5/2018 on issuers of financial instruments and capital markets and Law no. 24/2017 on issuers of financial instruments and capital markets.

The following financial statements are unaudited.

I. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS AT SEPTEMBER 30, 2021 ("CONSOLIDATED FS")

MEDLIFE GROUP
Third Quarter Report 2021
(all the amounts are expressed in RON, unless otherwise specified)
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS AT SEPTEMBER 30, 2021
("CONSOLIDATED FS")
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION ("CONSOLIDATED BS")
September 30, December 31, Variation
2021 2021 2021/2020
ASSETS
NON-CURRENT ASSETS
Goodwill 183,081,597 147,256,824 24.3%
Intangible assets
Tangible assets
58,468,885
564,575,180
46,755,678
535,672,488
25.1%
5.4%
Right-of-use asset 137,251,155 146,821,194 -6.5%
Other financial assets 27,927,572 27,940,022 0.0%
TOTAL NON-CURRENT ASSETS 971,304,389 904,446,206 7.4%
Current Assets
Inventories 67,048,901 53,058,518 26.4%
Trade and other receivables
Other receivables
187,287,846
14,617,925
121,079,030
15,822,146
54.7%
-7.6%
C
ash and cash equivalents
143,096,867 81,970,397 74.6%
412,051,539 271,930,091 51.5%
Prepayments 8,475,849 7,117,566 19.1%
TOTAL CURRENT ASSETS 420,527,388 279,047,657 50.7%
TOTAL ASSETS 1,391,831,777 1,183,493,863 17.6%
LIABILITIES & SHAREHOLDER'S EQUITY
Current Liabilities
Trade and other payables 215,729,959 151,690,134 42.2%
Overdraft 21,266,715 27,127,907 -21.6%
Current portion of lease liability 38,033,291 41,166,069 -7.6%
Current portion of long term debt 82,860,131 46,436,217 78.4%
Current tax liabilities 5,128,711 5,467,450 -6.2%
Provisions
Other short term liabilities
6,729,332
40,723,259
7,209,494
35,230,733
-6.7%
15.6%
TOTAL CURRENT LIABILITIES 410,471,398 314,328,004 30.6%
Long Term Debt
Lease liability 142,653,823 147,097,180 -3.0%
Other long term liabilities 13,192,324 18,119,743 -27.2%
Long term debt 434,129,094 414,696,592 4.7%
TOTAL LONG-TERM LIABILITIES
Deferred tax liability
589,975,241
23,178,079
579,913,515
20,345,799
1.7%
13.9%
TOTAL LIABILITIES 1,023,624,717 914,587,319 11.9%
SHAREHOLDER'S EQUITY
Share capital and share premium 82,395,091 82,027,012 0.4%
Treasury shares (346,466) (666,624) -48.0%
Reserves 124,541,769 124,211,557 0.3%
Retained earnings
Equity
attributable to owners of the Group
121,512,488
328,102,882
35,701,579
241,273,524
240.4%
36.0%
Non-controlling interests 40,104,178 27,633,021 45.1%
TOTAL EQUITY 368,207,060 268,906,545 36.9%

Mihail Marcu, CEO

__________________

Adrian Lungu, CFO

__________________

MEDLIFE GROUP
(all the amounts are expressed in RON, unless otherwise specified) Third Quarter Report 2021
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED SEPTEMBER 30, 2021 ("CONSOLIDATED PL")
9 months ended September 30,
2021
2020 Variation
2021/2020
Sales 1,042,317,195 770,809,040 35.2%
Other operating revenues 3,835,230 3,408,489 12.5%
Operating Income 1,046,152,425 774,217,529 35.1%
Consumable materials and repair materials (177,860,822) (130,261,305) 36.5%
Third party expenses (including doctor's agreements) (278,682,145) (209,427,285) 33.1%
Salary and related expenses (244,260,808) (204,145,743) 19.7%
Social contributions (8,598,605) (7,686,139) 11.9%
Depreciation
Impairment losses and gains (including reversals of
(79,231,074) (78,980,023) 0.3%
impairment losses) (2,644,465)
(108,800,803)
-
(67,211,160)
100.0%
61.9%
Other operating expenses
Operating expenses (900,078,722) (697,711,654) 29.0%
Operating Profit 146,073,703 76,505,875 90.9%
Finance cost (18,499,656) (15,309,602) 20.8%
Other financial expenses (9,511,217) (7,260,628) 31.0%
Financial result (28,010,873) (22,570,230) 24.1%
Result Before Taxes 118,062,830 53,935,644 118.9%
Income tax expense
Net Result
(19,407,696)
98,655,134
(9,943,302)
43,992,343
95.2%
124.3%
Owners of the Group
Non-controlling interests
88,921,243
9,733,891
38,857,997
5,134,347
128.8%
89.6%
Other comprehensive income items that will not
be reclassified to profit or loss
Gain/loss on revaluation of equity instruments - 30,573
Deferred tax on other comprehensive income - (4,892) -100.0%
components
TOTAL OTHER COMPREHENSIVE INCOME
- 25,682 -100.0%
-100.0%
Total other comprehensive income attributable
to:
Owners of the Group - 25,682 -100.0%
Non-controlling interests
TOTAL COMPREHENSIVE INCOME
-
98,655,134
-
44,018,024
0.0%
124.1%
Total comprehensive income attributable to:
Owners of the Group 88,921,243 38,883,678 128.7%
Non-controlling interests
______
9,733,891 5,134,347 89.6%
______
Mihail Marcu, Adrian Lungu,
CEO CFO
Third Quarter Report 2021
(all the amounts are expressed in RON, unless otherwise specified)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIOD ENDED SEPTEMBER 30, 2021
MEDLIFE GROUP
("CONSOLIDATED CF")
9 months ended September 30,
2021 2020
Net result before taxes 118,062,830 53,935,644
Adjustments for
Depreciation 79,231,074 78,980,023
Provisions for risks and charges (480,162) -
Interest revenue
Interest expense
(117,073)
18,499,656
(44,160)
15,309,602
Allowance for doubtful receivables 1,807,741 91,265
Financial Discounts 2,758 -
Other non-monetary gains
Unrealized exchange gain / loss
-
6,245,399
(1,416,499)
7,357,826
Operating cash flow before working capital changes 223,252,223 154,213,701
Decrease / (increase) in accounts receivable (40,148,485) (25,131,110)
Decrease / (increase) in inventories 1,136,199 (1,585,335)
Decrease / (increase) in prepayments
Increase / (decrease) in accounts payable
(1,340,892)
9,419,125
(577,643)
(11,955,439)
Cash used in working capital changes (30,934,053) (39,249,527)
Cash generated from operations 192,318,170 114,964,174
Income Tax Paid (19,798,009) (3,460,401)
Interest Paid (16,298,297) (11,437,249)
Interest received
Net cash generated from operating activ
ities
117,073
156,338,937
44,160
100,110,684
Investment in business combination
Additional participation interest acquired
(33,488,923)
(1,319,994)
(1,267,257)
-
Purchase of intangible assets (4,278,679) (2,673,510)
Purchase of property, plant and equipment (62,983,902) (71,579,781)
Net cash used in investing activ
ities
(102,071,498) (75,520,548)
Cash flow from financing activities
Increase in Loans 61,282,627 81,289,233
Payment of loans
Financial Lease payments
(23,773,102)
(30,580,435)
(17,376,158)
(37,758,565)
Dividends paid to NC
I
(70,000) -
Payments for purchase of treasury shares (59) (3,158,677)
Net cash from financing activities 6,859,031 22,995,833
Net change in cash and cash equivalents 61,126,470 47,585,970
C
ash and cash equivalents beginning of the period
81,970,397 38,886,218
Cash and cash equivalents end of the period 143,096,867 86,472,188

Mihail Marcu, CEO

Adrian Lungu, CFO

II. FINANCIAL ANALYSIS ANALYSIS OF THE CONSOLIDATED PL

MEDLIFE GROUP
Third Quarter Report 2021
II. FINANCIAL ANALYSIS
ANALYSIS OF THE CONSOLIDATED PL
(all the amounts are expressed in RON, unless otherwise specified)
Sales for the 9 months period ended September 30, 2021, amounted to RON 1.042.317.195, higher by
35,2% compared to sales recorded in the 9 months period ended September 2020. This increase was
mainly the result of growth in almost all of the Group's business lines, as well as the impact of the
acquisitions completed by the Group in 2020 and 2021.
9 months 2021 % of Total 9 months
2020
% of Total Variation
Business Line Sales Sales Sales Sales 2021/2020
Clinics 297,145,397 28.5% 225,341,482 29.2% 31.9%
Stomatology 70,473,158 6.8% 41,829,791 5.4% 68.5%
Hospitals 238,721,769 22.9% 182,194,030 23.6% 31.0%
Laboratories 200,793,164 19.3% 131,790,323 17.1% 52.4%
Corporate 152,963,186 14.7% 143,634,692 18.6% 6.5%
Pharmacies 41,900,018 4.0% 33,210,924 4.3% 26.2%
Others 40,320,503 3.9% 12,807,798 1.7% 214.8%
TOTAL SALES 1,042,317,195 100.0% 770,809,040 100% 35.2%
in the "Others" business line.
3,835,230 in Q3 2021.
In July 2021, the Group completed the acquisition of Pharmachem Distributie, whose revenues are included
Other operating revenues have increased by 12,5% in 2021 compared to previous year, reaching RON
Operating expenses include variable and fixed costs, as well as the cost of goods and materials used to
provide the Group's services. The Group recorded operating expenses of RON 900.078.722 in Q3 2021,
representing an increase of 29,0%, or RON 202.367.068 as compared to Q3 2020. The Group's operating
expenses as a percentage of total operating income reached 90,1% in the 9 months period ended 30
September 2020 and 86,0% in the 9 months period ended 30 September 2021.
Operating expenses evolution
C
C
ommodities
Utilities
onsumable materials and repair materials 9 months
9 months
2021
177,860,822
130,261,305
55,718,350
26,721,190
10,324,075
9,279,888
10,554,756
Variation
2020
2021/2020
36.5%
108.5%
11.3%
8,215,069
28.5%

Operating expenses evolution

in the "Others" business line. In July 2021, the Group completed the acquisition of Pharmachem Distributie, whose revenues are included
3,835,230 in Q3 2021. Other operating revenues have increased by 12,5% in 2021 compared to previous year, reaching RON
Operating expenses include variable and fixed costs, as well as the cost of goods and materials used to
provide the Group's services. The Group recorded operating expenses of RON 900.078.722 in Q3 2021,
representing an increase of 29,0%, or RON 202.367.068 as compared to Q3 2020. The Group's operating
expenses as a percentage of total operating income reached 90,1% in the 9 months period ended 30
September 2020 and 86,0% in the 9 months period ended 30 September 2021.
Operating expenses evolution
9 months
2021
9 months
2020
Variation
2021/2020
C onsumable materials and repair materials 177,860,822 130,261,305 36.5%
C
ommodities
55,718,350 26,721,190 108.5%
Utilities 10,324,075 9,279,888 11.3%
Repairs maintenance 10,554,756 8,215,069 28.5%
Rent 7,956,774 1,548,438 413.9%
Insurance premiums 2,631,010 2,338,734 12.5%
Promotion expense
C
ommunications
8,632,945
3,549,870
8,859,631
3,215,839
-2.6%
10.4%
agreements) Third party expenses (including doctor's 278,682,145 209,427,285 33.1%
Salary and related expenses 244,260,808 204,145,743 19.7%
Social contributions 8,598,605 7,686,139 11.9%
Depreciation 79,231,074 78,980,023 0.3%
reversals of impairment losses) Impairment losses and gains (including 2,644,465 - 100.0%
Other administration and operating expenses 9,433,023 7,032,371 34.1%
TOTAL 900,078,722 697,711,654 29.0%
Operating profit recorded an increase of 90,9% in Q3 2021 as compared to Q3 2020, from RON 76.505.875
in Q3 2020 to RON 146.073.703 in Q3 2021.

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

Financial loss increased in Q3 2021 with RON 5.440.642 from a negative RON 22.570.230 in Q3 2020 to a negative RON 28.010.873 in Q3 2021.

The net result for the 9 months period ended 30 September 2021 increased with RON 54.662.791 as compared to the corresponding period of 2020, from RON 43.992.343 in Q3 2020 to RON 98.655.134 in Q3 2021. The increase represents the translation of the increase of the operating profit into the net result.

On a pro-forma basis, sales for Q3 2021 amount to RON 1.206.299.883 and Adjusted EBITDA to RON 240.412.521. Please refer to chapter VII – UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL INFORMATION for more information regarding pro-forma financial information.

ANALYSIS OF THE CONSOLIDATED BS

Non-current assets amount to RON 971.304.389 as of 30 September 2021, recording an increase of RON 66.858.183 or 7,4% as compared to 31 December 2020.

Current assets increased with RON 141.479.731 or by 50,7% from RON 279.047.657 as at 31 December 2020 to RON 420.527.388as at 30 September 2021.

Current liabilities (excluding interest-bearing debt items) increased with RON 68.713.449, or by 34,4%, from RON 199.597.812 as at 31 December 2020, to RON 268.311.261 as at 30 September 2021.

Interest bearing debt inccreased with RON 37.491.669 or by 5,4% from RON 694.643.708 as of 31 December 2020 to RON 732.135.377 as of 30 September 2021.

III. IMPORTANT EVENTS Q3 2021

Increase in credit facility

MedLife Medical System, the leader of the private medical services market in Romania, signed the increase of the existing facilities by 40 million euros by signing a syndicated loan in the total amount of approximately 143 million euros. To this increase will be added, as appropriate, other important liquidities of the company. The syndicate of banks which signed the new syndicated loan consists of Banca Comercială Română, as coordinator, mandated lead arranger, documentation agent, facility & security agent and lender, Raiffeisen Bank, BRD Groupe Société Générale and Banca Transilvania, as lead arrangers and lenders. The new funds will be dedicated to consolidating and expanding the group at national level, through the development of regional hospitals, where the patient will benefit from a 360-degree approach both in terms of the complexity of the medical act and the quality of complementary services. The expansion of the medical infrastructure and the M&A program are also a priority this year, and moreover, the company will continue intensely its research efforts, aiming to intensify them through new investments during this year.

MedLife approved in the General Meeting of Shareholders the intention to contract a new syndicated loan worth 50 million euros to consolidate its position on the market, funds that will be used to accelerate the acquisition program.

Acquisition of the majority package of Medica Sibiu

In April 2021, MedLife Medical System announced the completion of the transaction for the acquisition of the majority stake of 60% in Medica Sibiu, one of the important providers of private medical services in Sibiu County.

Increased participation in Panduri Medical Center

MedLife announces the increase of the participation by 10% of the shares of Panduri Medical Center and thus marks the full acquisition of the package of shares. The majority stake of 90% was taken over by MedLife 5 years ago, and now the purchase is completed up to 100%.

MEDLIFE GROUP Third Quarter Report 2021 (all the amounts are expressed in RON, unless otherwise specified)

Purchase of full package of Dentist 4 Kids SRL (indirect)

DENT ESTET announced the acquisition of the entire package of shares of the dental clinic in Timișoara (increase from 52% to 100%), the engine of growth of the children's division within the group, and thus consolidates its leading position on the Romanian dental market.

Completion of the acquisition of CED Pharma

The MedLife Medical System announced the completion of the acquisition of the full package of shares of the CED Pharma group of companies, the transaction being approved by the Competition Council. CED Pharma Group consists of 6 pharmacies, all located in Bucharest. The new pharmacies are located inside some hospital units and will ensure continuity for the development strategy of the MedLife group on the pharma segment, which is based on the interdependence between medical units and pharmacies. With this acquisition, the MedLife Group will reach a network of 20 pharmacies.

Organic growth

In the first semester, Dent Estet Group founded a new company, Dent Estet Ploiesti, thus consolidating its position on the dentistry market, having a 51% ownership.

Completion of the acquisition of Pharmachem Distributie

MedLife Medical System announces the completion of the acquisition of the package of 75% of the shares of the distribution company Pharmachem Distribuţie SRL. It is one of the largest acquisitions of the group in recent years. Pharmachem has been operating on the drug distribution services market for 16 years, being an important player, with a storage network in Bucharest and in the country. At the level of 2019, the pharmaceutical distribution company registered a turnover of 83.4 million lei, increasing by 30% compared to the previous year.

IV. SIGNIFICANT SUBSEQUENT EVENTS

Acquisition of Neolife Medical Center Romania

MedLife Medical System has announced the signing of the acquisition contract of 50% of the share package of the oncology centers Neolife Romania, one of the biggest players doctors on the oncology segment in Romania and a reference name in Eastern Europe. The transaction is to be analyzed by the Competition Council.

Acquisition of OncoCard Hospital Brasov

MedLife Medical System announced the resumption of the acquisition process of OncoCard Hospital Brașov, one of the most important diagnostic and oncological treatment centers in Romania, by signing the sales and purchase agreement of 100% of group shares. According to MedLife representatives, the discussions for these acquisitions were initiated at the end of 2019 but were postponed in the context of the Covid 19 pandemic and resumed this year.

Acquisition of Stomestet

DENT ESTET Group, the established market leader in the field of dentistry services in Romania, part of MedLife Medical System, and Stomestet, one of the most important dental clinic from Transylvania, announces their strategic partnership.

There have been no other significant events subsequent to September 30, 2021.

V. MAIN FINANCIAL RATIOS AS AT 30 SEPTEMBER 2021

MEDLIFE GROUP
Third Quarter Report 2021
(all the amounts are expressed in RON, unless otherwise specified)
V. MAIN FINANCIAL RATIOS AS AT 30 SEPTEMBER 2021
Period ended at
Current ratio September 30, 2021
Current assets
Current liabilities
420,527,388
=
410,471,398
1.02
Debt to equity ratio
Long Term Debt
Equity
589,975,241
=
368,207,060
160%
Long Term Debt 589,975,241
C
apital Assets
=
958,182,301
62%
Trade receivables turnover (days)
Average receivables 154,183,438
=
1,042,317,195
39.94
Sales
Fixed assets turnover
Sales 1,042,317,195
=
1.07

VI. OPERATIONAL KEY PERFORMANCE INDICATORS

MEDLIFE GROUP
Third Quarter Report 2021
(all the amounts are expressed in RON, unless otherwise specified)
VI. OPERATIONAL KEY PERFORMANCE INDICATORS
9 luni perioada incheiata
Linie de afaceri Informatii 30 septembrie 30 septembrie
2021 2020
Clinici Venit 297,145,397 225,341,482
Clinici Vizite 1,702,636 1,356,597
Clinici Venit mediu 174.5 166.1
Stomatologie Venit 70,473,158 41,829,791
Stomatologie Vizite 115,833 66,108
Stomatologie Venit mediu 608.4 632.7
Spitale Venit 238,721,769 182,194,030
Spitale Pacienti 76,419 60,622
Spitale Venit mediu 3,123.8 3,005.4
Laboratoare Venit 200,793,164 131,790,323
Laboratoare Analize 6,420,320 3,847,035
Laboratoare Venit mediu 31.3 34.3
Vanzari Corporative Venit 152,963,186 143,634,692
Vanzari Corporative PPM 740,517 715,669
Vanzari Corporative Venit mediu 206.6 200.7
Farmacii Venit 41,900,018 33,210,924
Farmacii Clienti 251,191 151,846
Farmacii Venit mediu 166.8 218.7
Altele Venit 40,320,503 12,807,798

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

VII. UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL INFORMATION FOR THE 9 MONTHS PERIOD ENDED SEPTEMBER 30, 2021 ("CONSOLIDATED PRO FORMA PL")

Introduction

The following Consolidated Pro Forma PL of the Consolidated PL is based on the Group's Consolidated FS for the 9 months period ended 30 September 2021, adjusted with the historical financial results of the companies acquired by the Group during the period from 1 January 2021 up to 30 September 2021 (the "Acquired Companies"). Details of the Acquired Companies are set out below.

The Consolidated Pro Forma PL for the 9 months period ended 30 September 2021 transposes (i) the acquisition of the Acquired Companies as if the acquisition had occurred on 1 January 2021 by combining the financial results for the period of the Acquired Companies with those of the Group and (ii) the elimination of certain expenses included in the Consolidated PL of the Group which the Group considers to be non-operational and/or non-recurring by nature.

The Consolidated Pro Forma PL provides a hypothetical illustration of the impact of the transactions on the Company's earnings. The Consolidated Pro Forma PL has been prepared for the Group as at and for the 9 months period ended 30 September 2021. The Consolidated Pro Forma PL should be read in conjunction with the Consolidated FS for the 9 months period ended 30 September 2021.

Purpose of the Consolidated Pro Forma PL

The Consolidated Pro Forma PL set out below has been prepared to (i) illustrate the effect on the Group of the acquisitions completed in 2021 and (ii) provide an estimate of the Group's recurring EBITDA.

The Group's unaudited consolidated pro forma Adjusted EBITDA is also useful when analyzing the Group's current debt compared to its earnings capacity. Although the Consolidated BS in the Consolidated FS include the full amount of debt incurred to finance the acquisitions completed as of 30 September 2021, the Consolidated PL includes no portion of the annual earnings of the Acquired Companies. Using the unaudited consolidated pro forma Adjusted EBITDA for such comparison allows inclusion of a measure of the full period earnings that will contribute to the servicing of the debt incurred in relation to the acquisitions.

In the 9 months period ended 30 September 2021, the Company made the following acquisition in pursuit of a consolidation strategy aimed at complementing the Group's service offering, expanding its national and international footprint and consolidating its market position:

  • 60% of share capital of Medica Sibiu;
  • 100% of share capital of Centrul Medical Basarab;
  • 100% of share capital of CED Pharma;
  • 75% of share capital of Pharmachem Distributie.

The Consolidated Pro Forma PL has been prepared for illustrative purposes only and, because of its nature, to address a hypothetical situation and therefore, does not represent the Group's actual financial results. The Consolidated Pro Forma PL does not necessarily reflect what the combined Group's financial condition or results of operations would have been, had the acquisitions occurred on the dates indicated in the proforma calculations. They also may not be useful in predicting the future financial condition and results of operations of the Group with the acquired companies. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

MEDLIFE GROUP Third Quarter Report 2021 (all the amounts are expressed in RON, unless otherwise specified)

Consolidated Pro-Forma PL

(all the amounts are expressed in RON, unless otherwise specified) MEDLIFE GROUP
Third Quarter Report 2021
Consolidated Pro-Forma PL
9 Months ended September 30, 2021
Consolidated Normalisation One off Consolidated
PL Pro forma PL
SALES 1,042,317,195 163,982,688 - 1,206,299,883
Other operating revenues 3,835,230 4,019,258 - 7,854,488
OPERATING INCOME 1,046,152,425 168,001,946 - 1,214,154,371
OPERATING EXPENSES (900,078,722) (162,908,690) 2,628,768 (1,060,358,643)
OPERATING PROFIT 146,073,703 5,093,256 2,628,768 153,795,728
Finance cost (18,499,656) (2,337,961) - (20,837,617)
Other financial expenses (9,511,217) (1,328,007) - (10,839,224)
FINANCIAL RESULT (28,010,873) (3,665,968) - (31,676,841)
RESULT BEFORE TAXES 118,062,830 1,427,288 2,628,768 122,118,887
Income tax expense (19,407,696) (313,857) (420,603) (20,142,156)
NET RESULT 98,655,134 1,113,431 2,208,165 101,976,731

Net Income to Adjusted EBITDA

FINANCIAL RESULT (28,010,873) (3,665,968) - (31,676,841)
NET RESULT 98,655,134 1,113,431 2,208,165 101,976,731
Net Income to Adjusted EBITDA
Consolidated 9 Months ended September 30, 2021
Consolidated
PL Normalisation One off Pro forma PL
Net income for the period
Add back:
98,655,134 1,113,431 2,208,165 101,976,731
Taxes on income
Out of which:
19,407,696 313,857 420,603 20,142,156
Base tax expense 19,407,696 313,857 - 19,721,553
One off impact - - 420,603 420,603
28,010,873 3,665,968 - 31,676,841
Net financial result - 86,616,793
Depreciation, amortisation
and impairment, including
write-ups
79,231,074 7,385,719

Sales split by Business Line

MEDLIFE GROUP
Third Quarter Report 2021
(all the amounts are expressed in RON, unless otherwise specified)
Sales split by Business Line 9 Months ended September 30, 2021
Consolidated
PL
Normalisation One off Consolidated
Pro forma PL
297,145,397 23,689,135 -
-
320,834,532
78,432,814
Clinics
Stomatology 70,473,158 7,959,656
Laboratories 200,793,164 1,629,698 - 202,422,862
C
orporate
152,963,186 44,240 - 153,007,426
Hospitals 238,721,769 60,019,750 - 298,741,519
Pharmacies
Others
41,900,018
40,320,503
10,742,957
59,897,253
-
-
52,642,975
100,217,756

Basis for the Consolidated Pro Forma PL

The Consolidated Pro Forma PL for the 9-month period ended 30 September 2021 has been prepared starting from the Consolidated PL of the Group as of 30 September 2021. The Consolidated Pro Forma PL was prepared in a manner consistent with the accounting policies adopted by the Group in the Consolidated FS as of 30 September 2021.

The Consolidated Pro Forma PL for the 9 months ended 30 September 2021 gives effect to the acquisitions of the Acquired Companies as if the acquisitions had occurred on 1 January 2021. Also, certain expense items incurred by the Group in the relevant period which are considered to be non-operational and nonrecurring by nature as detailed in the notes to the tables, are reflected in the Consolidated Pro Forma PL as one-off adjustments, based on management judgment for the Group, without taking into account the Acquired Companies.

Consolidated Pro Forma PL adjustments

Normalization adjustments

Normalization adjustments are made to include the financial results of the Acquired Companies in the Group results for the relevant period. The adjustments represent the unaudited Income Statement items for the portion of the relevant period prior to and including the month of acquisition of the companies.

The companies that were normalized and the months included in the normalization are set out below:

Entity Date of obtaining
control
Months included in
Normalization (inclusive)
1 January – 30 September
2021
Veridia February 2021 January – February 2021
Pharmachem Distributie July 2021 January – July 2021
CED Pharma group of pharmacies June 2021 January – June 2021
Medica Sibiu April 2021 January – April 2021
Stomestet SRL October 2021 January – September 2021
The Lab Stomestet SRL October 2021 January – September 2021
Stomestet Plus SRL October 2021 January – September 2021
Neolife Medical Center November 2021* January – September 2021

MEDLIFE GROUP Third Quarter Report 2021 (all the amounts are expressed in RON, unless otherwise specified)

The group acquired the company Neolife Medical Center in November 2021. The group has not yet obtained control over the company at the date of this report, the transaction being under analysis at the Competition

One off adjustment

Council.

One-off adjustments represent expenses which have been included in the Group's Consolidated PL but which, in the Group's opinion, represent non-recurring and/or non-operational expenses by nature. These expenses relate to costs incurred in relation to the acquisition of the Acquired Companies which were expensed rather than capitalized as part of the acquisition cost of the company, including also the costs of aborted or continuing acquisition processes.

The one-off expenses are presented below. The amounts calculated for each of the expenses is gross of the applicable income tax.

Type of Expense Amount for Q3 2021 Note
Cost of Acquisitions 1.638.786 Note A
Other costs 988.982 Note B
Total 2.628.768

Note A

Cost of Acquisitions includes the expenses incurred in respect of external due diligence reports on target companies covering financial, taxation and legal due diligence. The external costs of aborted acquisitions are also included.

These expenses are considered non-recurrent and non-operational, as they do not relate to the operational business of the Group.

Note B

Includes other expenses considered non-recurring and not linked to the operational activity of the Group.

VIII. EBITDA EVOLUTION

9 Months ended September 30, Variation
2021 2020 2021/2020
Pro-Forma IFRS
Sales 1.206.299.883 770.809.040 56,5%
Other operating income 7.854.488 3.408.489 130,4%
Operating income 1.214.154.371 774.217.529 56,8%
Operating
expenses
amortisation and depreciation
less (973.741.850) (618.731.632) 57,4%
EBITDA 240.412.521 155.485.897 54,6%
EBITDA margin 19,9% 20,2%
9 Months ended
September 30, 2021
% out of
Total
Adjusted Pro-forma EBITDA 240.412.521 100%
Attributable to:
Owners of the Group 219.015.806 91,1%
Non-controlling interests 21.396.714 8,9%

__________________

Mihail Marcu, CEO

__________________

Adrian Lungu, CFO

Declaration of management of MedLife Group

We confirm to the best of our knowledge that the Consolidated Interim Financial Statements of MedLife Group for the 9-month period ended September 30, 2021, which were prepared in accordance with the applicable accounting standards, provide a true and fair view of the assets, liabilities, financial position, profit and loss account of the Group, and of the main events that took place during the 9-month period ended September 30, 2021 and their impact on the Consolidated Interim Financial Statements of MedLife Group.

Mihail Marcu, CEO

__________________

Adrian Lungu, CFO

__________________

MED LIFE S.A.

INDIVIDUAL UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2021

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY EUROPEAN UNION ("IFRS")

Name of the issuing company: Med Life S.A. Registered Office: Bucharest, 365 Calea Griviței, district 1, Romania Fax no.: 0040 374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: RON 33.217.623 Regulated market on which the issued securities are traded: Bucharest Stock Exchange

CONTENTS: PAGE:

INDIVIDUAL STATEMENT OF FINANCIAL POSITION 2
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME 3
INDIVIDUAL STATEMENT OF CASH FLOWS 4
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY 5 – 6
NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS 7 – 27

MED LIFE S.A. INDIVIDUAL UNAUDITED STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

September 30, December 31, Variation
2021 2020 2021/2020
ASSETS
NON-CURRENT ASSETS
Intangible assets 8,469,300 10,675,893 -20.7%
Tangible assets 253,061,875 244,998,068 3.3%
Right-of-use asset 62,201,220 71,462,302 -13.0%
Financial assets 258,227,258 237,335,288 8.8%
TOTAL NON-CURRENT ASSETS 581,959,653 564,471,551 3.1%
Current Assets
Inventories 11,165,364 13,224,013 -15.6%
Trade and other receivables 92,785,668 89,382,165 3.8%
Receivables with group companies 105,827,784 95,020,068 11.4%
Other receivables 18,299,953 11,780,770 55.3%
Cash and cash equivalents 44,071,617 33,735,446 30.6%
272,150,386 243,142,462 11.9%
Prepayments 1,929,680 1,325,662 45.6%
TOTAL CURRENT ASSETS 274,080,066 244,468,124 12.1%
TOTAL ASSETS 856,039,719 808,939,675 5.8%
LIABILITIES & SHAREHOLDER'S EQUITY
Current Liabilities
Trade and other payables 83,070,086 96,605,850 -14.0%
Overdraft 9,894,200 9,738,800 1.6%
Current portion of lease liability 16,356,442 21,416,526 -23.6%
Current portion of long term debt 62,026,906 34,881,989 77.8%
Intercompany payables 1,939,811 1,036,693 87.1%
Current tax liabilities 2,186,240 3,829,499 -42.9%
Provisions 2,885,053 2,885,053 0.0%
Other short term liabilities 16,113,752 16,008,640 0.7%
TOTAL CURRENT LIABILITIES 194,472,490 186,403,050 4.3%
Long Term Debt
Lease liability 62,076,814 67,027,513 -7.4%
Other long term liabilities 0 3,325,000 -100.0%
Long term debt 331,242,826 333,649,420 -0.7%
TOTAL LONG-TERM LIABILITIES 393,319,640 404,001,933 -2.6%
Deferred tax liability 11,457,413 11,457,413 0.0%
TOTAL LIABILITIES 599,249,543 601,862,396 -0.4%
SHAREHOLDER'S EQUITY
Share capital and share premium 82,395,091 82,027,012 0.4%
Treasury shares (346,466) (666,624) -48.0%
Reserves 90,599,863 90,599,863 0.0%
Retained earnings 84,141,687 35,117,028 139.6%
TOTAL EQUITY 256,790,175 207,077,279 24.0%
TOTAL LIABILITIES AND EQUITY 856,039,718 808,939,675 5.8%

Mihail Marcu, Adrian Lungu, CEO CFO

MED LIFE S.A. INDIVIDUAL UNAUDITED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

9 Months ended September 30, Variation
2021 2020 2021/2020
Sales
Other operating revenues
456,479,521
1,132,425
353,908,159
1,623,486
29.0%
-30.2%
Operating Income 457,611,946 355,531,645 28.7%
C onsumable materials and repair materials (75,241,039) (56,844,257) 32.4%
Third party expenses (including doctor's
agreements)
(134,264,516) (104,511,478) 28.5%
Salary and related expenses (109,792,473) (96,525,396) 13.7%
Social contributions
Depreciation
(3,776,683)
(36,137,289)
(3,690,525)
(36,680,812)
2.3%
-1.5%
Impairment losses and gains (including
reversals of impairment losses)
(1,769,038) - 100%
Other operating expenses (23,722,566) (17,736,648) 33.7%
Operating expenses (384,703,604) (315,989,117) 21.7%
Operating Profit 72,908,342 39,542,528 84.4%
Finance income - interest revenue 2,546,160 1,343,550 89.5%
Finance cost (11,465,734) (9,239,176) 24.1%
Other financial expenses (5,666,312) (5,298,767) 6.9%
Financial loss (14,585,886) (13,194,393) 10.5%
Result Before Taxes 58,322,456 26,348,135 121.4%
Income tax expense (9,297,796) (3,969,269) 134.2%
Net Result 49,024,660 22,378,866 119.1%
Other comprehensive income items
that will not be reclassified to profit
or loss
Gain / Loss on revaluation of equity
instruments
- 30,573 100%
Deferred tax on other comprehensive
income components
- (4,892) 100%
TOTAL OTHER COMPREHENSIVE INCOME - 25,682 100%
TOTAL COMPREHENSIVE INCOME 49,024,660 22,404,548 118.8%

CEO CFO

Mihail Marcu, Adrian Lungu,

MED LIFE S.A. INDIVIDUAL UNAUDITED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

9 Months ended September 30,
2021 2020
Net profit before taxes 58,322,456 26,348,135
Adjustments for
Depreciation 36,137,289 36,680,812
Interest expense 11,465,734 9,239,176
Allowance for doubtful receivables 1,769,038 -
Other non-monetary gains - (406,784)
Unrealised exchange gain / loss on interest bearing obligations 4,580,079 5,298,766
Interest revenue (2,546,160) (1,343,550)
Operating cash flow before working capital changes 109,728,436 75,816,556
Decrease / (increase) in accounts receivable (12,069,594) (22,671,437)
Decrease / (increase) in inventories 2,058,649 (1,924,709)
Decrease / (increase) in prepayments (604,018) (301,106)
Increase / (decrease) in accounts payable (10,059,318) (1,075,093)
Cash used in working capital changes (20,674,281) (25,972,345)
Cash generated from operations 89,054,155 49,844,211
Income tax paid (10,941,055) (588,069)
Interest received 2,546,160 1,343,550
Interest paid (9,978,737) (6,790,191)
Net cash generated from operating activities 70,680,523 43,809,500
Purchase of investments (23,528,674) 621,511
Purchase of intangible assets (2,057,980) (1,158,194)
Purchase of property, plant and equipment (27,582,672) (58,598,822)
Loans granted (10,807,716) (6,562,102)
Net cash used in investing activities (63,977,042) (65,697,607)
Cash flow from financing activities
Payment of loans (10,707,965) (7,752,965)
Lease payments (15,970,785) (22,248,604)
Increase in loans 29,408,381 79,251,594
Payments for purchase of treasury shares (59) (3,158,678)
Increase/(decrease) in loans granted to group companies 903,118 (671,254)
Net cash from/ (used in) financing activities 3,632,690 45,420,093
Net change in cash and cash equivalents 10,336,171 23,531,986
Cash and cash equivalents beginning of the year 33,735,446 12,854,754
Cash and cash equivalents end of the year 44,071,617 36,386,740

Mihail Marcu, Adrian Lungu, CEO CFO

MED LIFE S.A. INDIVIDUAL UNAUDITED FINANCIAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

Share
Capital
Treasury
shares
Share
premium
General
reserves and
other
reserves
Revaluation
Reserve
Accumulated
Results
Total
Equity
Balance
2021
as at
January
1,
33,217,623 (666,624) 48,809,389 24,010,989 66,588,874 35,117,028 207,077,279
Share
capital
contribution
- - - - - - -
release
of
own shares
used
for
Net
acquiring
additional
NCI
- 320,158 - - - - 320,158
due
difference
Increase
in
premiums
to
between
fair
value
and
of
own shares
cost
exchange
at
- 368,079 - - - 368,079
Other
reserves, including
revaluation
reserve
Total
comprehensive
income
-
-
-
-
-
-
-
-
-
-
-
-
49,024,660
-
49,024,660
Gain/loss
from
revaluation
- - - - - - -
Deferred
related
other
tax
to
comprehensive
income
Profit
of
the
year
-
-
-
-
-
-
-
-
-
-
-
49,024,660
-
49,024,660
Balance
September
30,
2021
as at
33,217,623 (346,466) 49,177,468 24,010,989 66,588,874 84,141,688 256,790,176

CEO CFO

Mihail Marcu, Adrian Lungu,

__________

Share
Capital
Treasury
shares
Share
premium
General
reserves and
other
reserves
Revaluation
Reserve*
Accumulated
Results
Total
Equity
Balance
January
1,
2020
as at
5,536,271 (2,699,804) 75,959,199 10,072,949 66,588,874 9,035,002 164,492,491
Share
capital
contribution
- - - - - - -
release
of
own shares
used
for
Net
acquiring
additional
NC
I
- 57,130 - - - - 57,130
from
own shares
valuation
Decrease
- (30,573) - - - - (30,573)
Other
reserves, including
revaluation
reserve
Total
comprehensive
income
-
-
-
-
-
-
703,814
-
-
-
(703,814)
22,404,548
-
22,404,548
Gain/loss
from
revaluation
- - - - - - -
Deferred
related
other
tax
to
comprehensive
income
Profit
of
the
year
-
-
-
-
-
-
-
-
-
-
-
22,404,548
-
22,404,548
Balance
September
30,
2020
as at
5,536,271 (2,673,247) 75,959,199 10,776,763 66,588,874 30,735,735 186,923,595

CEO CFO

_________ ____ Mihail Marcu, Adrian Lungu,

1. DESCRIPTION OF THE BUSINESS

Med Life S.A. ("Med Life" or the "Company") is a joint-stock company incorporated in 1996, in accordance with the laws and regulations of Romania. The Company's activity resides in the performance of healthcare services activities through medical centres located in Bucharest, Cluj, Braila, Timisoara, Iasi, Galati, Ploiesti and Constanta.

Med Life is one of the leading health care services providers in Romania, having a significant market share at a national level. The registered office of Med Life is located in Bucharest, Calea Grivitei, no. 365.

Details of Med Life SA's subsidiaries at September 30, 2021 and January 1, 2021 are as follows:

MED LIFE S.A. INDIVIDUAL UNAUDITED FINANCIAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

No. Name of subsidiary Main activity Location Septembe
r, 30 2021
January,
1 2021
1 Policlinica de Diagnostic
Rapid SA
Medical Services Brasov, Romania 83.01% 83.01%
2 Medapt SRL (indirect)
3 Histo SRL (indirect)
Medical Services
Medical Services
Brasov, Romania
Brasov, Romania
83.01%
49.81%
83.01%
49.81%
4 Policlinica de Diagnostic
Rapid Medis SRL
(indirect)
Medical Services Sfantu Gheorghe,
Romania
66.41% 66.41%
5 Bahtco Invest SA Development of
building projects
Bucharest, Romania 100% 100%
6 Med Life Ocupational SRL Medical Services Bucharest, Romania 100% 100%
7 Pharmalife-Med SRL Distribution of
Pharmaceutical
Products in
specialised stores
Bucharest, Romania 100% 100%
Med Life Broker de
8 Asigurare si Reasigurare
SRL
Insurance broker Bucharest, Romania 99% 99%
9 Accipiens SA Rental activities Bucharest, Romania 73% 73%
10 Genesys Medical Clinic
SRL (indirect)
Medical Services Bucharest, Romania 73% 73%
11 Bactro SRL (indirect) Medical Services Deva, Romania 73% 73%
12 Transilvania Imagistica Medical Services Oradea, Romania 73% 73%
SA (indirect)
13 Biofarm Farmec SRL
(indirect)
Distribution of
Pharmaceutical
Products in
specialised stores
Bucharest, Romania 100% 100%
14 RUR Medical SA Medical Services Bucharest, Romania 83.01% 83.01%
(indirect)
15 Biotest Med SRL
16 Vital Test SRL
Medical Services
Medical Services
Bucharest, Romania
Bucharest, Romania
100%
100%
100%
100%
17 C entrul Medical Sama
S A
Medical Services C raiova, Romania 90% 90%
18 Ultratest SA (directly and
indirectly)
Medical Services C raiova, Romania 76% 76%
19 Diamed C enter SRL
20 Prima Medical SRL
21 Stem C ells Bank SA
Medical Services
Medical Services
Medical Services
Bucharest, Romania
C raiova, Romania
Timisoara, Romania
100%
100%
100%
100%
100%
100%
22 Dent Estet Clinic SA Dental healthcare Bucharest, Romania 60% 60%
23 Green Dental Clinic SRL
(indirect)
Dental healthcare Bucharest, Romania 31% 31%
24 Dentist 4 Kids SRL
(indirect)
Dental healthcare Bucharest, Romania 60% 31%
25 Dent A Porter SRL
(indirect)
Dental healthcare Bucharest, Romania 31% 31%

MED LIFE S.A. INDIVIDUAL UNAUDITED FINANCIAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

26 Dentestet Kids SRL
(indirect)
Dental healthcare Bucharest, Romania 32% 32%
27 Aspen Laborator Dentar
SRL (indirect)
Dental healthcare Bucharest, Romania 45% 45%
28 C entrul Medical Panduri
S A
Medical Services Bucharest, Romania 100% 90%
29 Almina Trading SA Medical Services Targoviste, Romania 80% 80%
30 Anima Specialty Medical
Services SRL
Medical Services Bucharest, Romania 100% 100%
31 Anima Promovare si
Vanzari SRL (indirect)
Medical Services Bucharest, Romania 100% 100%
32 Valdi Medica SA
33 Clinica Polisano SRL
34 Solomed Clinic SA
Medical Services
Medical Services
Medical Services
Cluj, Romania
Sibiu, Romania
Pitesti, Romania
55%
100%
80%
55%
100%
80%
35 Solomed Plus SRL
(indirect)
Medical Services Pitesti, Romania 80% 80%
36 Ghencea Medical C enter
S A
Medical Services Bucharest, Romania 100% 100%
37 Sfatul medicului SRL Medical Platform Bucharest, Romania 100% 100%
38 RMC Dentart (indirect) Dental healthcare Budapest, Hungary 51% 51%
39 RMC Medical (indirect)
40 RMC Medlife
41 Badea Medical SRL
Medical Services
Holding
Medical Services
Budapest, Hungary
Budapest, Hungary
Cluj, Romania
51%
51%
65%
51%
51%
65%
42 Oncoteam Diagnostic SA Medical Services Bucharest, Romania 75% 75%
43 C entrul medical
Micromedica SRL
Medical Services Piatra Neamt,
Romania
100% 100%
44 Micromedica Targu
Neamt SRL (indirect)
Medical Services Targu Neamt,
Romania
100% 100%
45 Micromedica Bacau SRL
(indirect)
Medical Services Bacau, Romania 100% 100%
46 Micromedica Roman SRL
(indirect)
Medical Services Roman, Romania 100% 100%
47 Medrix C enter SRL
(indirect)
Medical Services Roznov, Romania 100% 100%
48 Spitalul Lotus SRL
49 Labor Maricor SRL
Medical Services
Medical Services
Ploiesti, Romania
Bacau, Romania
100%
100%
100%
100%
50 C entrul Medical Matei
Basarab SRL
Medical Services Bucharest, Romania 100% 100%
51 Farmachem Distributie
SRL
Distribution of
Pharmaceutical
Products in
specialised stores
Bucharest, Romania 75% 75%
CED Pharma SRL Distribution of
Pharmaceutical
Bucharest, Romania 100% 100%
52 Products in
specialised stores
Distribution of
53 Leti Pharm SRL Pharmaceutical
Products in
specialised stores
Bucharest, Romania 100% 100%
54 Monix Pharm SRL Distribution of
Pharmaceutical
Products in
specialised stores
Bucharest, Romania 100% 100%
55 KronDent SRL (indirect) Dental healthcare Brasov, Romania 36% 36%
56 Medica Sibiu Medical Services Sibiu, Romania 60% 0%
57 Dent Estet Ploiesti SRL
(indirect)
Dental healthcare Ploiesti, Romania 30.6% 0%

ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

2.1 Initial application of new amendments to the existing standards effective for the current reporting period

The following amendments to the existing standards issued by the International Accounting Standards Board (IASB) and adopted by the EU are effective for the current reporting period:

  • Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" - Definition of Material - adopted by the EU on 29 November 2019 (effective for annual periods beginning on or after 1 January 2020),
  • Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and Measurement" and IFRS 7 "Financial Instruments: Disclosures" - Interest Rate Benchmark Reform - adopted by the EU on 15 January 2020 (effective for annual periods beginning on or after 1 January 2020),
  • Amendments to IFRS 16 "Leases" Covid-19-Related Rent Concessions (adopted by the EU on 9 October 2020 and effective at the latest, as from 1 June 2020 for financial years starting on or after 1 January 2020),
  • Amendments to References to the Conceptual Framework in IFRS Standards adopted by the EU on 29 November 2019 (effective for annual periods beginning on or after 1 January 2020).

The adoption of amendments to the existing standards has not led to any material changes in the Company's financial statements.

The adoption of amendments to the existing standards has not led to any material changes in the Company's financial statements, except for Covid-19-Related Rent Concessions.

*In May 2020, the IASB issued Covid-19-Related Rent Concessions (Amendment to IFRS 16) that provides practical relief to lessees in accounting for rent concessions occurring as a direct consequence of COVID-19, by introducing a practical expedient to IFRS 16. The practical expedient permits a lessee to elect not to assess whether a COVID19-related rent concession is a lease modification. A lessee that makes this election shall account for any change in lease payments resulting from the COVID-19-related rent concession the same way it would account for the change applying IFRS 16 if the change were not a lease modification.

The practical expedient applies only to rent concessions occurring as a direct consequence of COVID-19 and only if all of the following conditions are met:

a) The change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

b) Any reduction in lease payments affects only payments originally due on or before 30 September 2021 (a rent concession meets this condition if it results in reduced lease payments on or before 30 September 2021 and increased lease payments that extend beyond 30 September 2021); and

c) There is no substantive change to other terms and conditions of the lease.

In the current financial year, the Company has applied the amendment to IFRS 16 (as issued by the IASB in May 2020) in advance of its effective date.

The practical expedient has been applied to all qualifying rent concessions received for buildings. The management elected not to apply the practical expedient for rent concessions received for vehicles.

2.2 Standards and amendments to the existing standards issued by IASB and adopted by the EU but not yet effective

At the date of authorization of these financial statements, the following amendments to the existing standards were issued by IASB and adopted by the EU and which are not yet effective:

Amendments to IFRS 4 Insurance Contracts "Extension of the Temporary Exemption from Applying IFRS 9" adopted by the EU on 16 December 2020 (the expiry date for the temporary exemption from IFRS 9 was extended from 1 January 2021 to annual periods beginning on or after 1 January 2023),

Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and Measurement", IFRS 7 "Financial Instruments: Disclosures", IFRS 4 "Insurance Contracts" and IFRS 16 "Leases" - Interest Rate Benchmark Reform — Phase 2 adopted by the EU on 13 January 2021 (effective for annual periods beginning on or after 1 January 2021).

2.3 New standards and amendments to the existing standards issued by IASB but not yet adopted by the EU

At present, IFRS as adopted by the EU do not significantly differ from regulations adopted by the International Accounting Standards Board (IASB) except for the following new standards and amendments to the existing standards, which were not endorsed for use in EU as at 31 December 2020 (the effective dates stated below is for IFRS as issued by IASB):

  • IFRS 14 "Regulatory Deferral Accounts" (effective for annual periods beginning on or after 1 January 2016) - the European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard,
  • IFRS 17 "Insurance Contracts" including amendments to IFRS 17 (effective for annual periods beginning on or after 1 January 2023),
  • Amendments to IAS 1 "Presentation of Financial Statements" Classification of Liabilities as Current or Non-Current (effective for annual periods beginning on or after 1 January 2023),
  • Amendments to IAS 16 "Property, Plant and Equipment" Proceeds before Intended Use (effective for annual periods beginning on or after 1 January 2022),
  • Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" Onerous Contracts — Cost of Fulfilling a Contract (effective for annual periods beginning on or after 1 January 2022);
  • Amendments to various standards due to "Improvements to IFRSs (cycle 2018 -2020)" resulting from the annual improvement project of IFRS (IFRS 1, IFRS 9, IFRS 16 and IAS 41) primarily with a view to removing inconsistencies and clarifying wording (The amendments to IFRS 1, IFRS 9 and IAS 41 are effective for annual periods beginning on or after 1 January 2022. The amendment to IFRS 16 only regards an illustrative example, so no effective date is stated.).

The Company anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application.

Hedge accounting for a portfolio of financial assets and liabilities whose principles have not been adopted by the EU remains unregulated.

According to the Company's estimates, the application of hedge accounting to a portfolio of financial assets or liabilities pursuant to IAS 39: "Financial Instruments: Recognition and Measurement" would not significantly impact the financial statements, if applied as at the balance sheet date.

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of these individual financial statements of the Company are set out below.

3.1 Statement of compliance

The financial statements have been prepared in accordance with International Accounting Standards for Financial Reporting ("IFRSs") as adopted by the European Union ("EU").

The accounting policies applied in these financial statements are the same as those applied in the Company's annual financial statements as at and for the year ended 31 December 2020, except for the adoption of new standards effective as of January 1st 2021.

Additionally, the financial statements have been prepared in accordance with Order 2844/2016 for the approval of accounting regulations conforming with International Financial Reporting Standards as adopted by EU with subsequent amendments.

3.2 Basis of preparation

The financial statements have been prepared on the historical cost basis except for the revaluation of certain non-current assets and financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

These financial statements have been prepared to serve the Company as statutory financial statements.

The Company maintains its accounting records in Romanian Lei ("RON") and prepares its statutory financial statements in accordance with the Regulations on Accounting and Reporting issued by the Ministry of Finance in Romania. The accompanying financial statements are based on the statutory records of the individual entity and have been adjusted to present the financial statements in accordance with IFRS.

3.3 Going concern

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company will continue its activity according to the normal course of business in the foreseeable future without encountering the impossibility of continuing its activity or without the significant decrease of its activity.

3.4 Accounting estimates and judgments

The preparation of the financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as of the date of the balance sheet and revenue and expenses for the period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

3.5 Foreign currency translation

Functional and presentation currency

These financial statements are presented in Romanian Leu ("RON"), which is the currency of the primary economic environment in which the Company operates (its "functional currency").

The exchange rates on September 30, 2021 were RON 4.9471 for EUR 1 (September 30, 2020: RON 4.8698 for EUR 1).

The average exchange rates for the period of 9 months 2021 were 4.9114 RON for 1 EUR (9 months 2020: 4.8263 RON for 1 EUR).

The monetary assets and liabilities in foreign currency as of reporting date have been converted from EUR to RON at the closing exchange rate as announced by the National Bank of Romania.

3.6 Investments in subsidiaries

Med Life has significant investments in subsidiaries. The investments are accounted for at cost less impairment. Management conducts testing annually or whenever there is an indication of impairment to assess whether any impairment losses should be recognized.

3.7 Property, plant and equipment

Land and buildings held for use in the supply of services, or for administrative purposes, are stated in the balance sheet at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The lands and constructions held for sale for the provision of services or for administrative purposes are recorded in the balance sheet at the revalued amount, which is the fair value at the date of the revaluation, less accumulated depreciation and accumulated impairment losses. The value of the land and buildings held presented in these financial statements is established on the basis of the evaluation reports prepared on December 31, 2019 by independent evaluators certified by ANEVAR. The reassessment is carried out with sufficient regularity to ensure that the Company presents the land and buildings at fair value in the financial statements.

Expenses for repairs and maintenance are recognized in the profit or loss account at the time of their execution. Costs with capital repairs are included in the book value of the asset when it is probable that future economic benefits above the initially evaluated standard of performance of the existing asset will be transferred to the Company. Capital renovations are depreciated over the remaining useful period of the respective asset. The land is not depreciated.

Installations and equipment are recorded at cost, less accumulated depreciation and accumulated impairment losses.

Assets under construction are recorded at cost, less accumulated impairment losses and moved to tangible assets once they become available for use.

The depreciation is calculated at the values of the tangible assets by the linear method up to the estimated residual values of the assets. Estimated useful lives, residual values and depreciation method are reviewed at the end of each year, and the effects of changes in estimates are recorded prospectively.

The following useful lives are used in the calculation of depreciation:

Buildings 10 – 50 years
Plant and equipment 3 – 15 years
Fixtures and fittings 3 – 15 years

Years

3.8 Assets held under finance leases

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

3.9 Intangible assets

Intangible assets acquired are reported at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

The Company's intangible assets are represented by software licenses which are depreciated straight-line over a period of three years.

De-recognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from

use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in profit or loss when the asset is derecognized.

Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets that are not yet available for use are tested for impairment at least annually and whenever there are indications that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3.10 Inventories

Inventories are stated at the lower of cost and net realizable value. Cost of inventories comprises of all the costs incurred in bringing the inventories to their present location and condition, being valued on a first in first out basis. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. The Company applies FIFO as a costing method.

3.11 Trade receivables

Trade receivables are recognised initially at the amount of consideration (transaction price) that is unconditional, unless they contain significant financing components when they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance.

Med Life recognises a loss allowance for expected credit losses on trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

Med Life always recognises lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on this financial asset are estimated using a provision matrix based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

Write-off policy

Med Life writes off a financial asset when there is information indicating that the debtor is in severe financial

MED LIFE S.A. INDIVIDUAL UNAUDITED FINANCIAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Med Life's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

Med Life recognises an impairment gain or loss in profit or loss for all trade receivables with a corresponding adjustment to their carrying amount through a loss allowance account.

Interest revenue

Interest income is recognized using the effective interest method for debt instruments measured subsequently at amortized cost. The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

Interest income is recognized in profit or loss and is included in the "finance income - interest revenue" line item.

3.12 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown in current liabilities in the balance sheet.

3.13 Financial instruments

Financial assets and financial liabilities are recognised in the Med Life's statement of financial position when MedLife becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Debt instruments that meet the following conditions are measured subsequently at amortised cost:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Amortised cost and effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.

Interest income is recognised in profit or loss and is included in the "finance income - interest revenue" line item.

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically, for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the 'other financial expenses' line item.

Impairment of financial assets accounting policy is presented in note 3.11.

Derecognition of financial assets

Med Life derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If Med Life neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, Med Life recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If Med Life retains substantially all the risks and rewards of ownership of a transferred financial asset, Med Life continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

Financial liabilities

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at fair value through profit and loss.

Financial liabilities measured subsequently at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense (or income) over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability (or asset), or (where appropriate) a shorter period, to the gross carrying amount of financial asset or amortized cost of financial liability.

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'other financial expenses' line item in profit or loss for financial liabilities that are not part of a designated hedging relationship.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any noncash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

3.15 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the combined income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax are recognized as an expense or income in profit or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognized directly in equity, in which case the tax is also recognized directly in equity.

3.16 Share capital

Ordinary shares are classified as equity. Med Life presents in the statement of changes in equity or in the notes to the financial statements the amount of dividends recognised as distributions to owners during the period and the related amount of dividends per share.

3.17 Share premiums

Share premiums are own funds created as a result of the difference between the issue value of the shares and the nominal value of the shares. The Company recorded share premiums as a result of the issue of shares.

3.18 Revaluation reserve

The increases in the fair value of land and buildings are recorded against revaluation reserves. Any decreases in the fair value of land and buildings are first deducted from the revaluation reserves and then the difference is recorded through profit and loss accounts. The revaluation is performed with sufficient regularity as to ensure that the Company presents land and buildings at fair value in the financial statements.

3.19 Provisions for risks and charges

Provisions are recognized when the Company has a legal or constructive obligation, as a result of a past event and it is probable that there will be a future outflow of resources in order to extinguish this liability. Provisions for risks and charges are assessed at the end of each period and adjusted in order to present management's best estimate.

3.20 Revenue recognition

Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue is recognised over time where (i) there is a continuous transfer of control to the customer; or (ii) there is no alternative use for any asset created and there is an enforceable right to payment for performance completed to date. Other revenue contracts are recognised at a point in time when control of the service transfers to the customer. Contract assets are advances received from customers. The Company does not operate loyalty programs.

The Company provides health care medical services to corporate and retail customers, in which one performance obligation is a promise to transfer distinct services to the beneficiary.

The Company's core activities are conducted through five business lines, providing a well-balanced business portfolio that covers all key segments of the private medical services market. Disaggregation of revenue from contracts with customers by business line comprises the following major categories: clinics, stomatology, hospitals, laboratories and corporate.

The Company's business and revenue model focuses on the spending power of corporations and private individuals on medical services, while the State's contribution through the National Health Insurance House represents a complement, not the core revenue of Med Life's activities. However, the National Health Insurance House is considered to be one major customer that goes across multiple sectors such as: clinics, hospitals and laboratories, and from which the Company receives the consideration based on reaching preestablished ceilings, for the medical services provided to the State's insured patients, which are the end users of the healthcare medical services. The revenue in relation with NHIH is recognised at the end of the month, when the Company has an enforceable right to payment for performance completed up to date, as the end user receives and consumes the benefits provided by the entity's performance as the entity performs.

Clinics

The core of the Company's operations is the network of ambulatory clinics, which offer a wide range of outpatient services covering a broad range of medical specialties. The Company's diagnostic imaging services provided to clients other than hospital inpatients also form part of this business line. The Company's clinics provide a wide range of services delivered mainly in two formats:

  • Hyper clinics, a format pioneered by Med Life in Romania, consisting of large facilities with at least 20 medical offices and surface areas in excess of 1,000 sqm. It is a one-stop-shop for clinical examinations and imaging. This format is designed for larger urban areas, with a population over 175,000. Hyper clinics would usually include a broad range of imaging services on site including radiology, bone density – DEXA, CT, MRI, 2D-4D ultrasounds and Mammography; in the case of new openings, such services may be included in the hyper clinics' offering gradually. Hyper clinic locations also host the services of other business lines, such as sampling points for laboratories.
  • Clinics, offering a range of treatments from general practitioner services to specialists, are aimed at servicing the core needs of the Med Life's HPP patients and FFS clients. The Med Life's clinics

typically have between 5 and 12 medical offices, although smaller satellite clinics are in operation to address specific market situations. Clinics are designed for smaller cities or to serve specific concentrations of patients. Clinics, with limited capacity and generally limited imaging services, act as feeder networks for the more specialized services located in the hyper clinics.

Stomatology

The Company's Dentistry business line offers a full range of services, ranging from medical examinations to surgery, implants or orthodontic services.

Stomatology business line is not subject to NHIH allocations. All of the sales are fee for service ("FFS") based, and the revenue is recognised at a point in time, when the performance obligation is satisfied.

Laboratories

The Laboratories business line provides the following range of services: biochemistry, pathological anatomy (cytology and histology), molecular biology and genetics, haematology, immunology, microbiology and toxicology. Sampling points are locations where the Med Life collects blood and other samples from patients. The Laboratories business line sources the bulk of its revenue from FFS clients, and the revenue is recognised at a point in time, when the performance obligation is satisfied.

One exception is when the Company provides laboratory tests to other companies' employees and the revenue is recognised at the end of the month, when the Company has an enforceable right to payment for performance completed up to date.

Hospitals

Hospital services provided to patients are regarded as a bundle of services which comprise accommodation, meals, use of equipment, pharmacy stock and nursing services. This is considered to be a single performance obligation as the medical procedures cannot be performed without one of the above elements. Revenue is recorded during the period in which the hospital service is provided and is based on the amounts due from patients. Fees are calculated and billed based on various tariff agreements.

The Hospitals business line derives its revenue predominantly from FFS patients. Treatment of State insured patients for the NHIH, generally relates to maternity, gynaecology, cardiology and oncology.

The Company does not expect to have any contracts where the period between the transfer of the promised service to the patient and the payment by the patient exceeds one year. Consequently, Med Life does not adjust any of the transaction prices for time value of money.

Corporate

The Corporate business line offers HPPs (health prevention packages) on a subscription basis, generally to corporate clients, as part of the benefit packages for their employees. These programs, which focus on prevention, such as regular check-ups and access to diagnostic services, complement the legally required occupational health services that corporate client's contract from Med Life as the Standard HPP.

The HPPs offered by Med Life consist of the following:

  • Mandatory occupational health services, which mainly include the provision of annual employee check-ups and more specific services depending on the client's industry. Many companies begin by purchasing occupational health services under the "Standard" HPP and then add benefits under broader HPPs from the same provider for certain or all of their employees, providing an upselling opportunity for the occupational health provider.
  • More general, "prevention oriented" health plans, providing expanded access to general practitioners and certain specialists in the Med Life's clinics and as well as specified laboratory tests and diagnostic imaging for higher end packages. The specific services vary depending on the type of package.

The revenue in relation with corporate customers is recognized over time. Under the output method, the entity would measure completion of the total performance obligation either in relation to the total obligation that has been satisfied or in relation to what remains to be satisfied, based on health prevention packages delivered.

Contract assets and liabilities

A contract asset (accrued income) is the right to consideration in exchange for services transferred to the customer. Where the Company transfers services to a customer over time before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration to date under the contract. Contract assets are presented within trade and other receivables (Note 7 – Trade receivables and other receivables) on the Company Balance Sheet and are expected to be realized in less than one year.

A contract liability (deferred income) is the obligation to transfer services to a customer for which the Company has received consideration from the customer. Where the customer pays consideration before the Group transfers services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company performs under the contract. Contract liabilities are presented within trade and other payables (Note 10 – Trade and other payables) on the Company Balance Sheet.

Using the practical expedient in IFRS 15, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised service to the customer and when the customer pays for that service will be one year or less. All the contracts are under one year.

Contracts are for periods of less than one year or are billed based on services incurred. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

3.21 Employee benefits

The Company, in the normal course of business, makes payments to the Romanian State on behalf of its employees for social, pensions, health care and unemployment cover. The cost of these payments is charged to the income statement in the same period as the related salary cost.

All employees of the Company are members of the Romanian State pension plan. The Company does not operate any other pension scheme.

Bonus schemes

The Company recognizes a liability and an expense where a contractual obligation exists for short-term incentives.

The amounts payable to employees in respect of the short-term incentive schemes are determined based on annual business performance targets.

3.22 Fair value

Certain accounting policies of the Company and information presentation criteria require determination of the fair value both for the assets and the liabilities of the Company. In determining the fair value of assets and liabilities, the Company uses as much as possible observable market values. Fair values are classified on various levels based on inputs used in valuation techniques, as follows:

  • Level 1: (unadjusted) quoted prices on active markets for identical assets and liabilities
  • Level 2: inputs, other than the prices included in level 1, which are observable for assets and liabilities, either directly (e.g.: prices) or indirectly (e.g.: derived from prices)
  • Level 3: inputs for evaluation of assets and liabilities which are not based on observable market data.

In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third party qualified valuers to perform the valuation.

Further information about the assumptions made in measuring fair values is included in the note 5.1 Land and buildings carried at fair value.

3.23 IFRS 8

IFRS 8 disclosures are meant to enable users of financial statements to evaluate the nature and financial

effects of the business activities in which it engages and the economic environments in which it operates. An operating segment is a component of an entity:

  • (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity),
  • (b) whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and
  • (c) for which discrete financial information is available.

Med Life considers that all the business activities from which it earns revenues are intertwined and that the main business activity represents one segment- the rendering of medical services.

3.24 IFRS 16 "Leases"

The Company leases various buildings, equipment, vehicles and other assets. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.

The Company assesses whether a contract is or contains a lease, at inception of the contract. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company - except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Assets and liabilities arising from a lease are initially measured on a present value basis.

Lease liabilities include the net present value of the following lease payments:

• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

• The exercise price of a purchase option if the Company is reasonably certain to exercise that option;

• Payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option; and

• Lease payments to be made under reasonably certain extension options.

The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Company uses recent third-party financing received by the lessee as a starting point and adjusts the rate to reflect changes in financing conditions since the thirdparty financing was received.

The lease liability is presented as a separate line in the statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related rightof-use asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

Right-of-use assets are measured at cost comprising the following:

• The amount of the initial measurement of lease liability;

event or condition that triggers those payments occurs.

  • Any lease payments made at or before the commencement date less any lease incentives;
  • Any initial direct costs; and
  • Restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-ofuse asset is depreciated over the underlying asset's useful life.

The right-of-use assets are presented as a separate line in the statement of financial position

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Property, Plant and Equipment' policy. Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

3.25 Subsequent events

The effect of significant subsequent events, after the reporting period, which supplies additional information regarding the financial position of the Company and require adjustments are reflected in the balance sheet or profit and loss, if the case. The significant events that do not require adjustments are disclosed in the notes of the separate financial statements.

3.26 Critical accounting judgements and key sources of estimation uncertainty

In applying the Company's accounting policies, which are described in note 3, the management is required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Company's accounting policies

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Critical judgements in assessing the impairment of financial assets

When accounting for its investments in subsidiaries, the Company's management has concluded that the investments shall be maintained and presented at cost.

Critical judgements in assessing the impairment of non-financial assets

Please refer to Note 5 – Tangible and intangible fixed assets.

Critical judgements in determining the fair value of land and buildings

The Company accounts for land and building using the fair value approach based on market comparative valuations performed by certified ANEVAR professional as per revaluation reports concluded as at 31 December 2019. The valuations conform to International Valuation Standards. As at 30 September 2021, the management has not identified any indication that would conclude the need of revaluating its land and buildings for any impairment.

Critical judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of buildings, cars and equipment, the following factors are normally the most relevant:

• If there are significant penalty payments to terminate (or not extend), the group is typically reasonably certain to extend (or not terminate).

• If any leasehold improvements are expected to have a significant remaining value, the group is typically reasonably certain to extend (or not terminate).

• Otherwise, the group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

• If the Company considers that some of the lease agreement shall be terminated earlier, then the assumption of the tenor shall be reassessed accordingly in order to fairly represent the management's view of the leased asset's impact to the Financial Statements.

The lease term is reassessed if an option is actually exercised (or not exercised) or the group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.

Key sources of estimation uncertainty

Calculation of loss allowance

The Company always recognises lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on this financial asset are estimated using a provision matrix based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

In determining adjustments for impairment of receivables, management incorporates forward-looking information, exercises professional judgment and uses estimates and assumptions. Estimation of expected credit risk losses involved forecasting future macroeconomic conditions for the next 2 years.

The incorporation of forward-looking elements reflects the expectations of the Company and involves the creation of scenarios, including an assessment of the probabilities of materialization of each scenario.

4. FINANCIAL ASSETS

The Company holds significant investments in other companies.

30 September 31 December
Carrying amount 2021 2020
Cost of investments in other companies 242,878,520 222,209,791
Long-term loans granted to group companies 12,851,186 12,497,232
Other financial assets 2,497,552 2,628,265
TOTAL 258,227,258 237,335,288

Med Life, directly or through its subsidiaries, signed the sale contract for the purchase of shares in the capital of the following companies:

  • 10% of the shares in CM Panduri SRL;
  • 60% of shares in KronDent SRL;
  • 60% of shares in Medica Sibiu SRL;
  • 29% of shares in Dentist 4 Kids SRL (indirect);
  • 100% of shares in CED Pharma;
  • 75% of shares in Pharmachem Distributie.

In the first semester, Dent Estet Group founded a new company, Dent Estet Ploiesti, thus consolidating its position on the dentistry market, having a 51% ownership.

Management conducts impairment tests on an annual basis or whenever there is an indication of impairment to assess the recoverability of the carrying value of investments at individual level. This is performed using discounted cash flow models.

There are a number of key sensitive judgements made in determining the inputs into these models which include:

  • Revenue growth
  • Operating margins and
  • The discount rates applied to the projected future cash flows.

Management have engaged independent specialists to assist with the determination of the discount rates for the significant Cash Generating Units to which the cost of investment relates.

Long-term loans granted to other Group companies

As of September 30, 2021, the Company presents long-term loans granted to Bahtco Invest SA and Medlife Ocupational SRL of RON 11.834.905 (January 1, 2021: RON 11.651.985).

Other financial assets

Other financial assets represent mainly rent deposits with a maturity longer than one year.

5. TANGIBLE AND INTANBILES FIXED ASSETS

30 September
2021
31 December
2020
Gross book value 503,767,013 473,927,132
Accumulated depreciation (242,235,838) (218,253,171)
Net book value
6.
INVENTORIES
261,531,175 255,673,961
30 September
2021
31 December
2020
Consumable 11,089,078 13,144,957
Materials in the form of inventory items 72,441 78,288
Inventory in transit 3,845 768
TOTAL 11,165,364 13,224,013

7. TRADE AND OTHER RECEIVABLES

30 September 31 December
2021 2020
Trade receivables and contract assets 111,677,968 108,560,823
Advances to suppliers 4,365,914 2,310,518
Allowance for bad debt (23,258,214) (21,489,176)
TOTAL 92,785,668 89,382,165

Credit risk for the Company primarily relates to trade receivables in the ordinary course of business. Customers' compliance with agreed credit terms is monitored regularly and closely. Where payments are delayed by customers, steps are taken to restrict access to services or contracts are terminated. Certain customers, which are public or quasi-public institutions, may have longer payment terms and services may be continued to be delivered when amounts are overdue due to management's assessment of a lower credit risk.

The average receivable period for the services offered is 95 days. There is no interest on commercial receivables within the first 95 days from the date of issue of the invoice.

The carrying amount of financial assets, measured at amortised cost, represents the maximum credit exposure. There are no credit enhancements or collateral held that would offset such amounts. As the customer base of the Company is very diverse there are generally no large concentrations of credit risk.

MED LIFE S.A. INDIVIDUAL UNAUDITED FINANCIAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2021 (all the amounts are expressed in RON, unless otherwise specified)

In allowance for bad debt is included a debt of RON 7,365,835 which represents amounts receivable from the Health Insurance House of the Municipality of Bucharest, not yet invoiced. The company has commenced court proceedings against the Health Insurance House of Bucharest. The management of the Company is confident that the amount will be recovered in the end, but considering the unfavourable decisions of the courts in similar cases, the Company has decided to register a value adjustment for the entire amount.

8. CASH AND CASH EQUIVALENTS

30 September 31 December
2021 2020
Cash in bank 42,495,679 32,531,266
Cash in hand 1,188,516 946,719
Cash equivalents 387,422 257,461
TOTAL 44,071,617 33,735,446

9. PREPAYMENTS

As of September 30, 2021 the Company has prepayments in amount of RON 1.929.680 (RON 1.325.662 as of January 1, 2021). The prepayments balance as of September 30, 2021 consists mainly of deferred commissions for financing related to the Club loan for undrawn facilities and amounts such as insurance policies for professionals and tangible assets.

10. TRADE AND OTHER PAYABLE

30 September 31 December
2021 2020
Suppliers 72,535,023 85,659,132
Fixed assets suppliers 5,955,699 8,240,800
Advances paid by customers 4,579,364 2,705,918
TOTAL 83,070,086 96,605,850

11. OTHER SHORT-TERM LIABILITIES

30 September 31 December
2021 2020
Salary and related liabilities (incl. contributions) 9,157,355 9,195,331
Other liabilities 6,956,397 6,813,309
TOTAL 16,113,752 16,008,640

12. LEASING LIABILITIES

30 September 31 December
2021 2020
Long term portion – Leasing 62,076,814 67,027,513
Current portion – Leasing 16,356,442 21,416,526
TOTAL 78,433,256 88,444,039

13. FINANCIAL DEBT

30 September 31 December
2021 2020
Current portion of long-term loans 62,026,906 34,881,989
Non-current portion of long-term loans 331,242,826 333,649,420
TOTAL 393,269,732 368,531,409

At September 30, 2021, the Company's financing facilities, drawn and not drawn up, included the following:

• On September 24, 2019 Med Life SA (together with the co-debtors Policlinica de Rapid Diagnostic SA, Bahtco Invest SA, Accipiens SA, Genesys Medical Clinic SRL, Clinica Polisano SRL, Medical Center Sama SA, Dent Estet Clinic SA and Valdi Medica SRL) signed with the Banca Comerciala Romana, Raiffeisen Bank, BRD Groupe Societe Generale and Banca Transilvania the refinancing of the existing facilities, the extension of the financing period, the rearrangement of the terms and conditions, as well as for an additional credit limit of EUR 28 million, which will be in the form a term facility, being used by Medlife, along with other liquidities of the Company, for possible new purchasing opportunities in the market. On April 29, 2021, this facility was extended with 40 million euro.

• a guaranteed overdraft facility concluded between Garanti Bank S.A. and Med Life SA the amount drawn on September 30, 2021 is RON 9.894.200.

The interest rate for each loan for each interest period is the rate per year that is the sum of the applicable margin and depending on the currency of each loan, EURIBOR for the amounts in EUR or ROBOR for the amounts in RON.

14. ISSUED CAPITAL

The issued share capital in nominal terms consists of 132,870,492 ordinary shares as at 30 September 2021 (31 December 2020: 22,145,082) with a nominal value of RON 0,25 per share. The holders of ordinary shares are entitled to one vote per share in the shareholders' meetings of the Company, except for the treasury shares bought back by the Company as part of the share buy-back program. All shares rank equally and confer equal rights to the net assets of the Company, except for treasury shares.

In accordance with the Decision of the Extraordinary General Meeting of Shareholders of the Company dated 15.12.2020, the share capital of the Company was increased with RON 27,681,352.50, from RON 5,536,270.5 to RON 33,217,623, by issuance of a number of 110,725,410 new shares with a nominal value of RON 0.25/share. The Share Capital Increase was made with the incorporation of share premium reserves, and the newly issued shares (5-for-1) were allocated without a monetary compensation to all shareholders registered in the shareholders' register of the Company as at 04 of January 2021 (Registration Date).

The effects of the share capital increase were processed on 15 of February 2021 and the newly issued shares were allocated to shareholders.

Number of
shares
% Value
Others 62,156,860 46.78% 15,539,215
Marcu Mihail 20,832,307 15.68% 5,208,077
C ristescu Mihaela Gabriela 18,660,690 14.04% 4,665,173
Legal entities 17,016,235 12.81% 4,254,059
Marcu Nicolae 14,204,400 10.69% 3,551,100
TOTAL 132,870,492 100.00% 33,217,623

15. RESERVES

The structure of the Company's reserves is presented below:

30 September 31 December
2021 2020
General reserves 3,431,665 3,431,665
Other reserves 20,579,324 20,579,324
Revaluation reserves 66,588,874 66,588,874
TOTAL 90,599,863 90,599,863

The properties revaluation reserve arises on the revaluation of land and buildings. When revalued land or buildings are sold, the portion of the properties revaluation reserve that relates to that asset, and that is effectively realized, is transferred directly to general reserves.

16. REVENUE FROM CONTRACTS WITH CUSTOMERS

Turnover for the period ended September 30, 2021 was 456.479.521 RON (as at 30 September 2020: 353.908.159 RON) and consists of medical services, including revenues from prevention packages of corporate customers and fees for services rendered within Med Life's clinics and various hospitals within Romania.

17. OTHER OPERATING REVENUES

Other operating revenues caption comprises:

9 months 2021 9 months 2020
Other operating revenues 1,132,425 1,623,486
TOTAL 1,132,425 1,623,486

18. OTHER OPERATING EXPENSES

9 months 2021 9 months 2020
Utilities 3,456,869 3,145,185
Repairs maintenance 4,386,194 3,124,593
Rent 3,306,368 442,975
Insurance premiums 1,739,624 1,456,357
Promotion expense 5,274,127 5,469,489
Communications 1,604,572 1,530,730
Other administration and operating expenses 3,954,812 2,567,319
TOTAL 23,722,566 17,736,648

19. FINANCIAL NET RESULT

9 months 2021 9 months 2020
(Loss)/Gain from foreign exchange rate impact (5,666,312) (5,329,340)
Finance cost (11,465,734) (9,239,176)
Interest income 2,546,160 1,343,550
FINANCIAL NET PROFIT/(LOSS) (14,585,886) (13,194,393)

20. EVENTS AFTER THE BALANCE SHEET DATE

ACQUISITION OF SHARES IN NEOLIFE MEDICAL CENTER ROMANIA

MedLife Medical System announced the signing of the acquisition contract of 50% of the share package of the oncology centers Neolife Romania, one of the biggest players doctors on the oncology segment in Romania and a reference name in Eastern Europe. The transaction is to be analyzed by the Competition Council.

There have been no other significant events subsequent to September 30, 2021.

CEO CFO

Mihail Marcu, Adrian Lungu,

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

Name of the issuing company: Med Life S.A. Registered Office: Bucharest, 365 Calea Griviței, district 1, Romania Fax no.: 0040 374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: RON 33.217.623 Regulated market on which the issued securities are traded: Bucharest Stock Exchange

CONTENTS:

I. UNAUDITED STANDALONE FINANCIAL STATEMENTS AS AT SEPTEMBER
30,
2021
("STANDALONE FS")3
II. FINANCIAL ANALYSIS6
III. IMPORTANT EVENTS 1 JANUARY –
30 SEPTEMBER
2021
PERIOD
7
IV. IMPORTANT SUBSEQUENT EVENTS7
V. MAIN FINANCIAL RATIOS PERIOD ENDED AT SEPTEMBER
30, 2021
8
VI. EBITDA EVOLUTION
9

Note: The following financial statements are prepared in accordance with international financial reporting standards, as adopted by European Union ("IFRS").

Quarter report concluded in compliance with ASF Regulation no. 5/2018 on issuers of financial instruments and capital markets and Law no. 24/2017 on issuers of financial instruments and capital markets.

The following financial statements are unaudited.

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

I. UNAUDITED STANDALONE FINANCIAL STATEMENTS AS AT SEPTEMBER 30, 2021 ("STANDALONE FS")

UNAUDITED STANDALONE STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED SEPTEMBER 30, 2021 ("STANDALONE BS")

September 30, December 31, Variation
2021 2020 2021/2020
ASSETS
NON-CURRENT ASSETS
Intangible assets 8,469,300 10,675,893 -20.7%
Tangible assets 253,061,875 244,998,068 3.3%
Right-of-use asset 62,201,220 71,462,302 -13.0%
Financial assets 258,227,258 237,335,288 8.8%
TOTAL NON-CURRENT ASSETS 581,959,653 564,471,551 3.1%
Current Assets
Inventories 11,165,364 13,224,013 -15.6%
Trade and other receivables 92,785,668 89,382,165 3.8%
Receivables with group companies 105,827,784 95,020,068 11.4%
Other receivables 18,299,953 11,780,770 55.3%
Cash and cash equivalents 44,071,617 33,735,446 30.6%
11.9%
272,150,386 243,142,462 45.6%
Prepayments
TOTAL CURRENT ASSETS
1,929,680 1,325,662 12.1%
TOTAL ASSETS 274,080,066 244,468,124 5.8%
856,039,719 808,939,675
LIABILITIES & SHAREHOLDER'S EQUITY
Current Liabilities
Trade and other payables 83,070,086 96,605,850 -14.0%
Overdraft 9,894,200 9,738,800 1.6%
Current portion of lease liability 16,356,442 21,416,526 -23.6%
Current portion of long term debt 62,026,906 34,881,989 77.8%
Intercompany payables 1,939,811 1,036,693 87.1%
Current tax liabilities 2,186,240 3,829,499 -42.9%
Provisions 2,885,053 2,885,053 0.0%
Other short term liabilities 16,113,752 16,008,640 0.7%
TOTAL CURRENT LIABILITIES 194,472,490 186,403,050 4.3%
Long Term Debt
Lease liability 62,076,814 67,027,513 -7.4%
Other long term liabilities 0 3,325,000 -100.0%
Long term debt
TOTAL LONG-TERM LIABILITIES
331,242,826
393,319,640
333,649,420
404,001,933
-0.7%
-2.6%
Deferred tax liability 11,457,413 11,457,413 0.0%
TOTAL LIABILITIES 599,249,543 601,862,396 -0.4%
SHAREHOLDER'S EQUITY
Share capital and share premium 82,395,091 82,027,012 0.4%
Treasury shares (346,466) (666,624) -48.0%
Reserves
Retained earnings
90,599,863
84,141,687
90,599,863
35,117,028
0.0%
139.6%
TOTAL EQUITY 256,790,175 207,077,279 24.0%
5.8%
TOTAL LIABILITIES AND EQUITY 856,039,718 808,939,675

Mihail Marcu,

__________________

CEO

Adrian Lungu, CFO

__________________

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

UNAUDITED STANDALONE STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THER PERIOD ENDED SEPTEMBER 30, 2021 ("STANDALONE PL")

9 Months ended September 30, Variation
2021 2020 2021/2020
Sales
Other operating revenues
456,479,521
1,132,425
353,908,159
1,623,486
29.0%
-30.2%
Operating Income 457,611,946 355,531,645 28.7%
C onsumable materials and repair materials (75,241,039) (56,844,257) 32.4%
Third party expenses (including doctor's
agreements)
(134,264,516) (104,511,478) 28.5%
Salary and related expenses (109,792,473) (96,525,396) 13.7%
Social contributions
Depreciation
(3,776,683)
(36,137,289)
(3,690,525)
(36,680,812)
2.3%
-1.5%
Impairment losses and gains (including (1,769,038) - 100%
reversals of impairment losses)
Other operating expenses
(23,722,566) (17,736,648) 33.7%
Operating expenses (384,703,604) (315,989,117) 21.7%
Operating Profit 72,908,342 39,542,528 84.4%
Finance income - interest revenue 2,546,160 1,343,550 89.5%
Finance cost (11,465,734) (9,239,176) 24.1%
Other financial expenses (5,666,312) (5,298,767) 6.9%
Financial loss (14,585,886) (13,194,393) 10.5%
Result Before Taxes 58,322,456 26,348,135 121.4%
Income tax expense
Net Result
(9,297,796)
49,024,660
(3,969,269)
22,378,866
134.2%
119.1%
Other comprehensive income items
that will not be reclassified to profit
or loss
Gain / Loss on revaluation of equity
instruments
- 30,573 100%
Deferred tax on other comprehensive
income components
- (4,892) 100%
TOTAL OTHER COMPREHENSIVE INCOME - 25,682 100%

Mihail Marcu, CEO

Adrian Lungu, CFO

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

UNAUDITED STANDALONE STATEMENT OF CASH FLOW FOR THER PERIOD ENDED SEPTEMBER 30, 2021 ("STANDALONE CASHFLOW")

9 Months ended September 30,
2021 2020
Net profit before taxes
Adjustments for
58,322,456 26,348,135
Depreciation 36,137,289 36,680,812
Interest expense 11,465,734 9,239,176
Allowance for doubtful receivables 1,769,038 -
Other non-monetary gains - (406,784)
Unrealised exchange gain / loss on interest bearing obligations 4,580,079 5,298,766
Interest revenue (2,546,160) (1,343,550)
Operating cash flow before working capital changes 109,728,436 75,816,556
Decrease / (increase) in accounts receivable (12,069,594) (22,671,437)
Decrease / (increase) in inventories 2,058,649 (1,924,709)
Decrease / (increase) in prepayments (604,018) (301,106)
Increase / (decrease) in accounts payable (10,059,318) (1,075,093)
Cash used in working capital changes (20,674,281) (25,972,345)
Cash generated from operations 89,054,155 49,844,211
Income tax paid (10,941,055) (588,069)
Interest received 2,546,160 1,343,550
Interest paid (9,978,737) (6,790,191)
Net cash generated from operating activities 70,680,523 43,809,500
Purchase of investments (23,528,674) 621,511
Purchase of intangible assets (2,057,980) (1,158,194)
Purchase of property, plant and equipment (27,582,672) (58,598,822)
Loans granted (10,807,716) (6,562,102)
Net cash used in investing activities (63,977,042) (65,697,607)
Cash flow from financing activities
Payment of loans (10,707,965) (7,752,965)
Lease payments (15,970,785) (22,248,604)
Increase in loans 29,408,381 79,251,594
Payments for purchase of treasury shares (59) (3,158,678)
Increase/(decrease) in loans granted to group companies 903,118 (671,254)
Net cash from financing activities 3,632,690 45,420,093
Net change in cash and cash equivalents 10,336,171 23,531,986
Cash and cash equivalents beginning of the year 33,735,446 12,854,754
Cash and cash equivalents end of the year 44,071,617 36,386,740

Mihail Marcu, CEO

__________________

Adrian Lungu, CFO

__________________

MED LIFE SA THIRD QUARTER 2021 REPORT (all the amounts are expressed in RON, unless otherwise specified)

II. FINANCIAL ANALYSIS

ANALYSIS OF THE STANDALONE PL

Sales for the 9 months period ended 30 September 2021 ("9 months 2021") amounted to RON 456,479,521, higher by 29.0 % compared to sales recorded in the 9 months of 2020 ("9 months 2020"). This increase was mainly the result of growth in all business lines determined by a as a result of the change of the service mix and the increase of the volumes.

Other operating revenues recorded a decrease of 30.2% during 9 months 2021 as compared to 9 months 2020, amounting to RON 1,132,425 as at 30 September 2021.

Operating expenses include variable and fixed costs, as well as the cost of goods and materials used to provide medical services. Med Life SA recorded operating expenses of RON 384,703,604 during 9 months 2021, representing an increase of 21.7%, or RON 68,714,487, as compared to 9 months 2020. The increase is mainly linked to overall business increase.

Operating profit recorded a 84.4% increase in 9 months 2021 as compared to 9 months 2020, from RON 39,542,528 in 9 months 2020 to RON 72,908,342 in 9 months 2021.

Financial loss increased in 9 months 2021 by RON 1,391,492 from a loss of RON 13,194,393 in 9 months 2020 to a loss of RON 14,585,886 in 9 months 2021.

Net result increased in 9 months 2021 by RON 26,645,794 from a profit of RON 22,378,866 in 9 months 2020 to a profit of RON 49,024,660 in 9 months 2021.

ANALYSIS OF THE STANDALONE BS

Non-current assets amount to RON 581,959,653 as of 30 September 2021, recording an increase of 3.1% as compared to 31 December 2020. The increase is linked with the increase in tangible assets.

Current assets increased by RON 29.611.942 or 12.1% from RON 244,468,124 in 31 December 2020 to RON 274,080,066 in 30 September 2021.

Current liabilities (excluding interest-bearing debt items), decreased by RON 14,170,793, or 11.8%, from RON 120,365,735 as at 31 December 2020 to RON 106,194,942 as at 30 September 2021.

Interest bearing debt increased by RON 11,557,940, from RON 470,039,248 as of 31 December 2020 to RON 481,597,188 as of 30 September 2021.

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

III. IMPORTANT EVENTS 1 JANUARY – 30 SEPTEMBER 2021 PERIOD

Increase in credit facility

MedLife Medical System, the leader of the private medical services market in Romania, signed the increase of the existing facilities by 40 million euros by signing a syndicated loan in the total amount of approximately 143 million euros. To this increase will be added, as appropriate, other important liquidities of the company. The syndicate of banks which signed the new syndicated loan consists of Banca Comercială Română, as coordinator, mandated lead arranger, documentation agent, facility & security agent and lender, Raiffeisen Bank, BRD Groupe Société Générale and Banca Transilvania, as lead arrangers and lenders. The new funds will be dedicated to consolidating and expanding the group at national level, through the development of regional hospitals, where the patient will benefit from a 360-degree approach both in terms of the complexity of the medical act and the quality of complementary services. The expansion of the medical infrastructure and the M&A program are also a priority this year, and moreover, the company will continue intensely its research efforts, aiming to intensify them through new investments during this year.

MedLife approved in the General Meeting of Shareholders the intention to contract a new syndicated loan worth 50 million euros to consolidate its position on the market, funds that will be used to accelerate the acquisition program.

Acquisition of the majority package of Medica Sibiu

In April 2021, MedLife Medical System announced the completion of the transaction for the acquisition of the majority stake of 60% in Medica Sibiu, one of the important providers of private medical services in Sibiu County.

Increased participation in Panduri Medical Center

MedLife announces the increase of the participation by 10% of the shares of Panduri Medical Center and thus marks the full acquisition of the package of shares. The majority stake of 90% was taken over by MedLife 5 years ago, and now the purchase is completed up to 100%.

IV. IMPORTANT SUBSEQUENT EVENTS

Acquisition of Neolife Medical Center Romania

MedLife Medical System announced the signing of the purchase contract of 50% of the share package of the oncology centers Neolife Romania, one of the biggest players doctors on the oncology segment in Romania and a reference name in Eastern Europe. The transaction is to be analyzed by the Competition Council.

There have been no other significant events subsequent to September 30, 2021.

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

V. MAIN FINANCIAL RATIOS PERIOD ENDED AT SEPTEMBER 30, 2021

Period ended at
Current ratio September 30, 2021
Current assets 274,080,066
=
1.41
Current liabilities 194,472,490
Debt to equity ratio Period ended at
September 30, 2021
Long Term Debt
Equity
393,319,640
=
256,790,175
153%
Long Term Debt
Capital Assets
393,319,640
=
650,109,815
61%
Period ended at
Trade receivables turnover (days) September 30, 2021
Average receivables 91,083,917 53.87
Sales =
456,479,521
Period ended at
Fixed assets turnover September 30, 2021
Sales 456,479,521 0.78
Net Fixed Assets =
581,959,653

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

VI. EBITDA EVOLUTION

For the period ended September 30, Variation
2021/2020
2021 2020
Sales
Other operating revenues
456,479,521
1,132,425
353,908,159
1,623,486
29.0%
-30.2%
Operating Income 457,611,946 355,531,645 28.7%
Operating expenses (384,703,604) (315,989,117) 21.7%
Operating Profit 72,908,342 39,542,528 84.4%
EBITDA 109,045,631 76,223,341 43.1%
Finance cost
Other financial expenses
(11,465,734)
(5,666,312)
(9,239,176)
(5,298,767)
24.1%
6.9%
Finance income - interest revenue 2,546,160 1,343,550 89.5%
Financial result (14,585,886) (13,194,393) 10.5%
Result Before Taxes 58,322,456 26,348,135 121.4%
Income tax expense (9,297,796) (3,969,269) 134.2%
Net Result 49,024,660 22,378,866 119.1%

Mihail Marcu, CEO

__________________

Adrian Lungu, CFO

__________________

Declaration of management of MedLife SA

We confirm to the best of our knowledge that the Standalone Interim Financial Statements of MedLife SA for the 9-month period ended September 30, 2021, which were prepared in accordance with the applicable accounting standards, provide a true and fair view of the assets, liabilities, financial position, profit and loss account of the Company, and of the main events that took place during the 9-month period ended September 30, 2021 and their impact on the Standalone Interim Financial Statements of MedLife SA.

Mihail Marcu, CEO

__________________

Adrian Lungu, CFO

__________________