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MedLife S.A.

Quarterly Report May 15, 2025

2292_10-q_2025-05-15_72b4f850-2da2-471c-bfb6-6a8e0f38d001.pdf

Quarterly Report

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MEDLIFE GROUP

FINANCIAL REPORT 1st Quarter 2025

WHICH INCLUDES SIMPLIFIED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2025

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 Grivitei, 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: J1996003709402 Subscribed and paid-in share capital: RON 132,870,492 Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category

CONTENTS: PAGE:
CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION 2
CONSOLIDATED UNAUDITED STATEMENT OF COMPREHENSIVE INCOME 3
CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS 4
CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY 5 – 6
NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS 7 – 20

MEDLIFE GROUP CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION AS AT MARCH 31, 2025 (all amounts are expressed in RON, unless otherwise specified)

March 31, December 31,
2025 2024
ASSETS
Non-current Assets
Goodwill 504,605,030 492,034,979
Intangible assets 117,663,260 120,974,820
Property, plant and equipment 1,308,664,252 1,303,969,853
Right-of-use asset 406,262,924 386,290,334
Other financial assets 64,635,423 54,138,411
Total Non-Current Assets 2,401,830,889 2,357,408,397
Current Assets
Inventories 151,842,973 148,798,218
Trade Receivables 308,118,821 324,106,860
Other assets 57,543,106 55,880,250
Cash and cash equivalents 141,210,153 112,808,224
Prepayments 21,396,399 17,311,896
Total Current Assets 680,111,452 658,905,448
TOTAL ASSETS 3,081,942,341 3,016,313,845
LIABILITIES & SHAREHOLDER'S EQUITY
Non-Current Liabilities
Lease liability 288,559,134 286,025,347
Other long term debt 69,424,813 69,109,052
Interest-bearing loans and borrowings 1,178,953,992 1,135,073,779
Deferred tax liability 45,236,597 45,236,597
Total Non-Current Liabilities
Current Liabilities
1,582,174,536 1,535,444,775
Trade and other payables 539,847,098 571,552,330
Overdraft
24,855,090 29,076,066
Current portion of lease liability 110,617,336 108,288,263
Current portion of interest-bearing loans and borrowings
Current tax liabilities
147,673,783 127,417,891
Provisions 11,372,177 4,322,327
Other liabilities 17,397,190 17,409,666
Total Current Liabilities 133,222,439
984,985,113
118,157,796
976,224,339
TOTAL LIABILITIES 2,567,159,649 2,511,669,114
SHAREHOLDER'S EQUITY
Share capital and Share premium 132,562,337 132,562,338
Treasury shares (2,607,055) (1,760,728)
Reserves 233,686,846 232,230,657
Retained earnings 81,514,723 69,593,507
Equity attributable to owners of the Group 445,156,851 432,625,774
Non-controlling interests 69,625,841 72,018,957
TOTAL EQUITY 514,782,692 504,644,731
TOTAL LIABILITIES AND EQUITY 3,081,942,341 3,016,313,845

MEDLIFE GROUP CONSOLIDATED UNAUDITED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED MARCH 31, 2025 (all amounts are expressed in RON, unless otherwise specified)

3 months ended March 31,

2025 2024
Revenue from contracts with customers 777,633,321 646,621,900
Other operating income 1,580,998 1,789,203
Operating Income 779,214,319 648,411,103
Consumable materials and repair materials (145,495,140) (112,319,796)
Third party expenses (225,516,446) (185,849,073)
Salary and related expenses (184,884,450) (150,459,728)
Social contributions (6,961,347) (5,476,300)
Depreciation, amortization and impairment of fixed assets (69,092,758) (56,379,055)
Impairment losses and gains
(including reversals of impairment losses)
(1,498,261) (1,558,186)
Commodities expenses (57,118,839) (57,659,250)
Other operating expenses (44,671,381) (36,940,673)
Operating expenses (735,238,622) (606,642,061)
Operating Profit 43,975,697 41,769,042
Finance cost (23,979,468) (24,765,529)
Interest income 230,560 843,973
Other financial income 16,030 26,803
Other financial expenses (2,677,870) 1,189,568
Financial result (26,410,748) (22,705,185)
Profit Before Tax 17,564,949 19,063,857
Income tax expense (7,004,938) (5,958,819)
Profit / (Loss) After Tax 10,560,011 13,105,038
Owners of the Group
Non-controlling interests
13,377,405
(2,817,394)
14,462,201
(1,357,163)
Other comprehensive income items that will not be
reclassified to profit or loss
Revaluation of land and buildings - -
Deferred tax on other comprehensive income components - -
TOTAL OTHER COMPREHENSIVE INCOME - -
Total other comprehensive income attributable to:
Owners of the Group - -
Non-controlling interests - -
TOTAL COMPREHENSIVE INCOME 10,560,011 13,105,038
Total comprehensive income attributable to:
Owners of the Group 13,377,405 14,462,201
Non-controlling interests (2,817,394) (1,357,163)

Mihail Marcu, Alina Irinoiu,

CEO CFO

3 months ended March 31,
2025
2024
Profit before tax 17,564,949 19,063,857
Adjustments for
Depreciation, amortization and impairment of fixed assets 69,092,758 56,379,055
Provisions for liabilities and charges
Interest revenue
(12,477)
(230,560)
-
(843,973)
Interest expense 23,979,468 24,765,529
Allowance for expected credit losses and receivables written-off 1,498,261 1,558,186
Financial Discounts - -
Unrealized exchange loss 1,190,059 (1,163,036)
Other income 1,487,811 (26,803)
Operating cash flow before working capital changes 114,570,268 99,732,815
(Increase)/Decrease in accounts receivable 4,794,537 (34,855,889)
(Increase) in inventories (2,972,623) (3,598,037)
(Increase) in prepayments (3,809,359) (3,153,452)
Increase/ (Decrease) in accounts payable (15,928,043) 53,359,097
Cash generated from working capital changes
Cash generated from operations
(17,915,488)
96,654,780
11,751,719
111,484,534
Interest Paid (5,977,281) (7,745,638)
Interest received 230,560 843,973
Income Tax Paid (18,874) 1,580,602
Net cash from operating activities 90,889,185 106,163,471
Acquisition of subsidiary net of cash acquired and advances for (10,811,771) (240,670)
acquisition of subsidiaries
Purchase of intangible assets
(4,180,363) (3,233,486)
Purchase of property, plant and equipment (61,317,200) (43,065,498)
Net cash used in investing activities (76,309,334) (46,539,654)
Proceeds from loans
Payment of loans 47,093,620
(3,954,584)
12,681,396
(7,883,440)
Payment of principal portion of lease liabilities (26,048,106) (21,466,372)
Dividends paid to NCI (1,344,108) (100,000)
Payments for purchase of treasury shares (846,327) (504,265)
Additional participation interest acquired (1,078,417) (45,000)
Net cash used in/from financing activities 13,822,078 (17,317,681)
Net change in cash and cash equivalents 28,401,929 42,306,136
Cash and cash equivalents beginning of the period 112,808,224 100,271,093
Cash and cash equivalents end of the period 141,210,153 142,577,229

MEDLIFE GROUP CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2025 (all amounts are expressed in RON, unless otherwise specified)

Share Capital Treasury shares Share premium Legal reserves
and other
reserves
Revaluation
Reserve
Accumulated
Results
Attributable to
owners of the
Group
Non-controlling
interests
Total Equity
Balance as at December 31, 2024 132,870,492 (1,760,728) (308,155) 82,733,608 149,497,049 69,593,507 432,625,774 72,018,957 504,644,731
Profit of the year - - - - - 13,377,405 13,377,405 (2,817,394) 10,560,011
Total comprehensive income - - - - - 13,377,405 13,377,405 (2,817,394) 10,560,011
Recognition of other reserves for fiscal
purposes (legal reserves)
- - - 33,160 - (33,160) - - -
Recognition of other reserves - - - 1,423,029 - (1,423,029) - - -
Additional non-controlling interest arising
as of result of business combinations
- - - - - - - 424,277 424,277
Subsequent acquisition of NCI - - - - - - - - -
Distribution of dividends - - - - - - - - -
Increase from own shares acquisition - (846,327) - - - - (846,327) - (846,327)
Balance as at March 31, 2025 132,870,492 (2,607,055) (308,155) 84,189,797 149,497,049 81,514,724 445,156,852 69,625,840 514,782,692

CEO CFO

Mihail Marcu, Alina Irinoiu,

MEDLIFE GROUP CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2025 (all amounts are expressed in RON, unless otherwise specified)

Mihail Marcu, Alina Irinoiu,

CEO CFO

1. DESCRIPTION OF THE BUSINESS

Med Life S.A. ("MedLife" or the "Parent Company" or the "Company") is a joint-stock company incorporated in 1996, in accordance with the laws and regulations of Romania, with headquarters in 365 Calea Grivitei, Bucharest, with a share capital of RON 132,870,492 and a nominal share value of 0.25 RON.

The Company's activity resides in conducting healthcare services through medical centres with national coverage.

MedLife, together with its subsidiaries ("MedLife Group" or the "Group"), is offering a large range of medical services, through a network of 35 hyperclinics, 79 clinics, 18 hospitals, 4 maternities and 1 Stem cells bank, 41 laboratories, 19 pharmacies and 18 dental clinics. The Group has also over 210 private clinic partners all over Romania.

MedLife is the leading private healthcare services provider in Romania in terms of sales, having a significant market share at a national level.

The parent company of the Group is Med Life SA. In accordance with the provisions of the Law no. 129/2019, the Group has identified the following controlling parties:

The Marcu family:

  1. Mr. Mihail Marcu, considering his quality of shareholder of the Company, which holds a percentage of 13.2544% of its share capital;

  2. Mr. Nicolae Marcu, considering his quality of shareholder of the Company, which holds a percentage of 10.1850% of its share capital;

  3. Mrs. Mihaela Gabriela Cristescu, considering her quality of shareholder of the Company, which holds a percentage of 14.0443% of its share capital.

Considering the family relations between the persons mentioned above, namely the fact that Mr. Mihail Marcu and Mr. Nicolae Marcu are the sons of Mrs. Mihaela Gabriela Cristescu, and the fact that together they own more than 25% of the total share capital of the Company, it was established that they control the Company together and are the final beneficiaries of its activity.

The entities part of the MedLife Group as at March 31, 2025 and December 31, 2024 are as follows (ownership percentage):

MEDLIFE GROUP NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2025 (all amounts are expressed in RON, unless otherwise specified)

No. Entity Main activity Location 31 March 2025 31 December 2024
1 Policlinica de Diagnostic Rapid SA Medical Services Brasov, Romania 83% 83%
2 Medapt SRL (indirect)* Medical Services Brasov, Romania 83% 83%
3 Histo SRL (indirect)* Medical Services Brasov, Romania 50% 50%
4 Policlinica de Diagnostic Rapid Medis
SRL (indirect)*
Medical Services Sfantu Gheorghe,
Romania
66% 66%
5 Bahtco Invest SRL Development of building Bucharest, Romania 100% 100%
6 Med Life Ocupational SRL projects
Medical Services
Bucharest, Romania 100% 100%
7 Pharmalife-Med SRL Distribution of
Pharmaceutical Products in
specialised stores
Bucharest, Romania 100% 100%
8 Med Life Broker de Asigurare si
Reasigurare SRL
Insurance broker Bucharest, Romania 99% 99%
9 Genesys Medical Clinic SRL (indirect)* Medical Services Arad, Romania 83% 83%
10 RUR Medical SRL (indirect)* Medical Services Brasov, Romania 83% 83%
11 Biotest Med SRL Medical Services Bucharest, Romania 100% 100%
12 Vital Test SRL Medical Services Iasi, Romania 100% 100%
13 Centrul Medical Sama SA Medical Services Craiova, Romania 90% 90%
14 Ultratest SA (direct si indirect)* Medical Services Craiova, Romania 92% 92%
15 Prima Medical SRL Medical Services Craiova, Romania 100% 100%
16 Stem Cells Bank SA Medical Services Timisoara, Romania 100% 100%
17 Dent Estet Clinic SA Dental healthcare Bucharest, Romania 65% 65%
18 Green Dental Clinic SRL (indirect)* Dental healthcare Bucharest, Romania 33% 33%
19 Aspen Laborator Dentar SRL (indirect)* Dental healthcare Bucharest, Romania 49% 49%
20 Centrul Medical Panduri SA Medical Services Bucharest, Romania 100% 100%
21 Almina Trading SA Medical Services Targoviste, Romania 90% 90%
22 Anima Specialty Medical Services SRL Medical Services Bucharest, Romania 100% 100%
23 Anima Promovare si Vanzari SRL
(indirect)*
Medical Services Bucharest, Romania 100% 100%
24 Valdi Medica SA Medical Services Cluj, Romania 55% 55%
25 Clinica Polisano SRL Medical Services Sibiu, Romania 100% 100%
26 Solomed Clinic SA Medical Services Pitesti, Romania 80% 80%
27 Solomed Plus SRL (indirect)* Medical Services Pitesti, Romania 80% 80%
28 Sfatul medicului SRL Medical Platform Bucharest, Romania 100% 100%
29 RMC Dentart (indirect)* Dental healthcare Budapesta, Hungary 89% 89%
30 RMC Medical (indirect)* Medical Services Budapesta, Hungary 89% 89%
31 RMC Medlife Holding Budapesta, Hungary 89% 89%
32 Badea Medical SRL Medical Services Cluj, Romania 65% 65%
33 Oncoteam Diagnostic SRL Medical Services Bucharest, Romania 100% 100%
34 Centrul medical Micromedica SRL Medical Services Piatra Neamt, Romania 100% 100%
35 Micromedica Targu Neamt SRL
(indirect)*
Medical Services Targu Neamt, Romania 100% 100%
36 Micromedica Bacau SRL (indirect)* Medical Services Bacau, Romania 100% 100%
37 Micromedica Roman SRL (indirect)* Medical Services Roman, Romania 100% 100%
38 Medrix Center SRL (indirect)* Medical Services Roznov, Romania 100% 100%
39 Spitalul Lotus SRL Medical Services
Distribution of
Ploiesti, Romania 100% 100%
40 Pharmachem Distributie SRL Pharmaceutical Products in Bucharest, Romania 75% 75%
specialised stores
41
42
KronDent SRL (indirect)*
Medica SA
Dental healthcare
Medical Services
Brasov, Romania 39%
60%
39%
60%
43 Dental healthcare Sibiu, Romania 33% 33%
44 Dent Estet Ploiesti SRL (indirect)* Dental healthcare Ploiesti, Romania 60% 60%
45 Stomestet SRL (indirect)* Dental healthcare Cluj, Romania 38% 38%
Costea Digital Dental SRL (indirect)*
Expert Med Centrul Medical Irina
Oradea, Romania
46
47
(indirect)* Medical Services
Medical Services
Galati, Romania 76%
50%
76%
50%
MNT Healthcare Europe SRL Ilfov, Romania
48
49
MNT Asset Management SRL (indirect) Holding
Pro Life Clinics SRL (indirect)
Medical Services Bucharest, Romania
Iasi, Romania
50%
78%
50%
78%
50 Onco Card SRL (indirect)* Medical Services Brasov, Romania 83% 83%
51 83% 83%
Onco Card Invest SRL (indirect)* Holding Brasov, Romania
Sfantu Gheorghe,
52 Tomorad Expert SRL (indirect)* Medical Services Romania 66% 66%
53 IT Repair SRL (indirect)* Medical Services Targu Mures, Romania 50% 50%

The accompanying notes are an integral part of the consolidated financial statements. | page 8 Free translation from the original Romanian version.

MEDLIFE GROUP NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2025 (all amounts are expressed in RON, unless otherwise specified)

No. Entity Main activity Location 31 March 2025 31 December 2024
54 Medici's SRL Medical Services Timisoara, Romania 80% 80%
55 Micro-Medic SRL (indirect)* Medical Services Timisoara, Romania 80% 80%
56 Sweat Concept One SRL Welness Bucharest, Romania 60% 60%
57 OptiCristal Consult SRL (indirect)* Medical Services Brasov, Romania 50% 50%
58 Alinora Optimex SRL (indirect)* Medical Services Brasov, Romania 50% 50%
59 SC M-Profilaxis SRL (indirect)* Medical Services Timisoara, Romania 100% 100%
60 VitaCare Flav SRL (indirect)* Medical Services Pitesti, Romania 51% 51%
61 Dent Estet Genesys SRL (indirect)* Medical Services Arad, Romania 74% 74%
62 Sanopass SA Medical Platform Targoviste, Romania 100% 100%
63 Muntenia Medical Competences S.A.
(indirect)*
Medical Services Pitesti, Romania 51% 51%
64 Bios Diagnostic Medical Services SRL
(indirect)*
Medical Services Bucharest, Romania 51% 51%
65 Centrul de Diagnostic si Tratament
Provita S.A.
Medical Services Bucharest, Romania 51% 51%
66 Medical City Blue SRL (indirect)* Medical Services Bucharest, Romania 51% 51%
67 Laborator Cuza Voda SRL (indirect)* Medical Services Bucharest, Romania 51% 51%
68 Provita Pain Clinic SA (indirect)* Medical Services Suceava, Romania 36% 36%
69 Policlinica Union SRL (indirect)* Medical Services Cluj, Romania 51% 51%
70 Brol Medical Center S.A. (indirect)* Medical Services Timisoara, Romania 56% 56%
71 Provita 2000 SRL (indirect) Medical Services Constanta, Romania 100% 100%
72 Nord Management Solutions SRL
(indirect)
Development of building
projects
Bucharest, Romania 51% 51%
73 Med Varix SRL (indirect)* Medical Services Timisoara, Romania 56% 56%
74 Personal Genetics SRL Medical Services Bucharest, Romania 100% 100%
75 Nord Soma SA (indirect) Medical Services Bucharest, Romania 51% 51%
76 Super Age by Nord SA (indirect) Medical Services Bucharest, Romania 51% 51%
77 VP-MED Kereskedelmi es Szolgaltato
Korlatolt Felelossegu Tarsasag
Medical Services Budapest, Hungary 100% 100%
78 Centrul Medical Antares SRL Medical Services Piatra Neamt, Romania 100% 100%
79 Euromedica Hospital SA Medical Services Baia Mare, Romania 80% 80%
80 Euromedica Administrator SA Holding Baia Mare, Romania 80% 80%
81 Cabinet Medical Dr. Bacila Mihai SRL Medical Services Tulcea, Romania 60% 0%
82 Alfalux Dent SRL Dental healthcare Tulcea, Romania 60% 0%
83 Medical Center Spital SRL Medical Services Tulcea, Romania 60% 0%
84 Mega Optic SRL Medical Services Tulcea, Romania 60% 0%
85 Super Optosan SRL Medical Services Tulcea, Romania 60% 0%
86 Micro Medic SRL Medical Services Constanța, România 60% 0%
87 Routine Med SA Medical Services Tulcea, Romania 60% 0%
88 All Clinic SRL Medical Services Chisinau, Republica
Moldova
70% 0%

*These companies are subsidiaries of other subsidiaries in the Group and are included in the consolidation, as they are controlled by the entities which are subsidiaries of the ultimate parent.

2. ACCOUNTING PRINCIPLES, POLICIES AND METHODS

The accounting policies applied in these simplified unaudited consolidated financial statements are the same as those applied in the Group's consolidated financial statements as of and for the financial year ended on December 31, 2024.

This financial report must be read together with the latest consolidated annual financial statements of the Group as of and for the financial year ended on December 31, 2024, which include all the necessary information for a complete set of financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU). However, certain explanatory notes are included to explain events and transactions that are significant for understanding the changes in the Group's financial position and performance, compared to the latest annual financial statements.

3. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

3.1 Statement of compliance

These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.

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 2024, except for the adoption of new standards effective as of January 1st, 2025.

The financial year corresponds to the calendar year.

3.2 Basis of preparation

The financial statements of the Group are presented in Romanian Leu ("RON"), using going concern principles. All values are rounded to the nearest two decimals. The financial statements have been prepared on the historical cost basis, except for certain items that have been measured at fair value, such as certain non-current assets and financial instruments, as presented in the notes to the financial statements.

The Group maintains the accounting books in accordance with the Regulations on Accounting and Reporting issued by the Ministry of Finance in Romania.

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.

As a result of the recent signing on 25 March 2025 of the increase in facility of the syndicated loan contract, the Group has also an additional undrawn facility of an amount of EUR 50m, which along with other liquidity of the Group, will be used for possible new acquisition opportunities on the market as well as organic development projects.

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.

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 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 Significant judgements, estimates and assumptions

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.

When preparing these simplified unaudited consolidated financial statements, the Group's judgements, estimates and significant assumptions are the same as those applied in the audited consolidated financial statements as of and for the financial year ended December 31, 2024.

3.5 Foreign currencies

Functional and presentation currency

These financial statements are presented in Romanian Leu, which is the currency of the primary economic environment in which the Group operates (its "functional currency"). The functional currency of foreign operations is generally their local currency.

The exchange rates as announced by the National Bank of Romania on March 31, 2025 were RON 4.9771 for EUR 1 (December 31, 2024: RON 4.9741 for EUR 1), respectively RON 1.2382 for HUF 100 (December 31, 2024: RON 1.2106 for HUF 100).

The average exchange rates for the 3 months 2025 period were RON 4.9763 for EUR 1 (3 months 2024: RON 4.9735 for 1 EUR), respectively RON 1.2294 for HUF 100 (3 months 2024: RON 1.2811 for HUF 100).

Conversion of foreign currencies

The transactions in foreign currencies are initially recorded at the respective functional currency exchange rate valid at the date of the transaction. Foreign currency monetary assets and liabilities are translated into the functional currency at the exchange rates valid at the reporting date. The foreign exchange differences arising from these conversions are recognised as other financial income/expense in the income statement.

Conversion of foreign operations

For the purpose of presenting the consolidated financial statements, the assets and liabilities of the Group's foreign operations are converted at the exchange rates prevailing at the reporting date. Income and expense items are converted at the average exchange rates for the period. Foreign exchange differences arising from the conversion are recognised in the comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is reclassified to profit or loss.

4. GOODWILL

The Group records goodwill resulting from business combinations.

For the purpose of impairment testing, goodwill is allocated to the cash generating unit (CGU) which is expected to benefit from the synergies of the business combination. 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, at each individual level. No impaired goodwill was identified in this context.

5. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLES ASSETS

March 31, December 31,
2025 2024
Gross book value 2,251,252,336 2,197,267,003
Accumulated depreciation (824,924,824) (772,322,330)
Net book value 1,426,327,512 1,424,944,673
6.
INVENTORIES
March 31, December 31,
2025 2024
Consumables 98,336,549 97,599,117
Materials in the form of inventory items 2,187,175 2,030,709
Merchandise 51,319,248 49,168,392
TOTAL 151,842,973 148,798,218
7.
TRADE RECEIVABLES
March 31, December 31,
2025 2024
Customers 214,436,733 262,871,404
Accrued income 140,303,719 107,814,934
Allowance for bad debt (46,621,630) (46,579,478)
TOTAL 308,118,821 324,106,860

The credit risk for MedLife Group 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, or subsidiaries of MedLife, may have longer payment Terms, and services may continue to be delivered when amounts are overdue, based on the management's assessment of a lower credit risk.

The average maturity period for the services offered is 95 days. There is no interest on commercial receivables within the first 95 days from the date of issuance of the invoice, which also represents the average contractual term.

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.

7.1 OTHER ASSETS

March 31, December 31,
2025 2024
13,399,475 12,702,011
23,631,853 21,010,358
3,385,107 5,211,846
8,143,504 6,061,454
8,983,167 10,894,580
57,543,105 55,880,250

8. CASH AND EQUIVALENTS

March 31, December 31,
2025 2024
Cash in bank 135,012,234 108,385,767
Cash in hand 4,281,143 2,737,542
Cash equivalents 1,916,776 1,684,914
TOTAL 141,210,153 112,808,224

9. PREPAYMENTS

As of March 31, 2025 the Group has prepayments in amount of RON 21,396,399 (RON 17,311,896 as of December 31, 2024). The prepayments balance as of March 31, 2025 and December 31, 2024 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 PAYABLES

March 31, December 31,
2025 2024
Suppliers 384,639,660 411,692,407
Suppliers for property, plant and equipment 147,227,788 154,421,059
Advances paid by customers (contract liabilities) 7,979,651 5,438,865
TOTAL 539,847,098 571,552,330

The balance of the suppliers' account consists of debts for the acquisition of consumables, materials and commodities. Fixed assets suppliers consist of debts for the acquisition of medical equipment.

11. OTHER LIABILITIES

March 31, December 31,
2025 2024
Salary and related liabilities (including contributions) 44,143,582 36,422,953
Government grants 3,570,203 3,525,315
Deferred revenue 65,165,427 60,415,505
Other sundry creditors 7,408,609 9,108,780
Other liabilities 12,934,619 8,685,242
TOTAL 133,222,439 118,157,796

12. LEASES

Leasing facilities refer to buildings, medical equipment and vehicles.

March 31, December 31,
2025 2024
Long term portion – Leasing 288,559,134 286,025,347
Current portion – Leasing 110,617,336 108,288,263
TOTAL 399,176,470 394,313,610
13.
NET FINANCIAL DEBT
March 31, December 31,
2025 2024
Current portion of interest-bearing loans and borrowings
(incl. overdraft)
172,528,873 156,493,957
Non-current portion of Interest-bearing loans and
borrowings
1,178,953,992 1,135,073,779
TOTAL 1,351,482,865 1,291,567,736

On 13 December 2022, following the approval of the 21 November 2022 General Meeting of Shareholders, MedLife, together with co-borrowers Bahtco Invest S.A., Policlinica de Diagnostic Rapid S.A., Clinica Polisano S.R.L., Dent Estet Clinic S.A., Genesys Medical Clinic S.R.L., Centrul Medical Sama S.A., Valdi Medica S.R.L., Pharmalife Med S.R.L., Prima Medical S.R.L., Anima Specialty Medical Services S.R.L., Badea Medical S.A., Centrul Medical Micromedica S.R.L., Solomed Clinic S.A., Vita Care Flav S.R.L., Pharmachem Distributie S.A., Sano Pass S.A., MNT Asset Management S.R.L., MNT Healthcare Europe S.R.L., Sweat Concept One S.A., Onco Card S.R.L., Oncocard Invest S.R.L., Stem Cells Bank S.A., Sfatul Medicului.Ro S.A. and Medici's S.A., signed with Banca Comerciala Romana, as lead arranger, a syndicated credit facility in the total amount of EUR 228 million for the refinancing and increase of the existing credit with EUR 50.7 million. The bank syndicate is comprised of Banca Comerciala Romana, as coordinator, lead arranger, documentation agent, facility and guarantee agent, and financier, Raiffeisen Bank, BRD Groupe Societe Generale, Banca Transilvania, ING Bank N.V. Amsterdam Bucharest Branch, and Erste Group Bank AG, as lead arrangers and financiers.

On 14 March 2024, the Group increased the existing facilities by EUR 50 million by signing an addendum to the existing syndicated credit facility. The syndicate of banks which signed the increase of the syndicated loan consists of Banca Comerciala Romana, as Coordinating Mandated Lead Arranger, Documentation Agent, Facility Agent, Security Agent and Bookrunner, Raiffeisen Bank, BRD Groupe Société Générale and Banca Transilvania, as Original lenders.

On 25 March 2025, the Group increased its existing facilities by EUR 50 million, reaching a total of EUR 330 million, by signing an addendum to the existing syndicated loan agreement. The banking syndicate that signed the increase is composed of Banca Comerciala Romana, acting as coordinator, mandated lead arranger, documentation agent, facility and guarantee agent, and financier, as well as other credit institutions: Raiffeisen Bank, BRD Groupe Societe Generale, and Banca Transilvania, acting as lead arrangers and financiers, and ING Bank N.V. Amsterdam Bucharest Branch, acting as financiers. Also, the following entities joined the Club as co-borrowers: Centrul Medical Panduri S.R.L., Onco Team Diagnostic S.R.L., Muntenia Medical Competences S.A., Spital Lotus S.R.L., Euromedica Hospital S.A., Euromedica Administrator S.A. and Centrul De Diagnostic Si Tratament Provita S.A.

The balance of the syndicated loan is RON 1,184,930,166 as of March 31, 2025.

As at March 31, 2025, the loan agreement concluded between Banca Transilvania S.A. and Provita Diagnostic and Treatment Center S.R.L., holds the outstanding balance in the amount of RON 101,046,914.

The interest rate for each loan, for each interest period, is the annual rate representing the sum of the applicable margin and, depending on each loan's currency, EURIBOR 6M for the amounts in EUR or ROBOR 6M for the amounts in RON.

14. SHARE CAPITAL AND SHARE PREMIUM

The issued share capital in nominal terms consists of 531,481,968 ordinary shares as at 31 March 2025 (31 December 2024: 531,481,968) with a nominal value of RON 0.25 per share. The holders of ordinary shares are entitled to one vote per share in the Company's shareholders meetings, 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 the treasury shares.

31 March 31 December
2025 2024
Share capital 132,870,492 132,870,492
Share premium (308,155) (308,155)
TOTAL 132,562,338 132,562,338

The shareholder structure of Med Life S.A. as at 31 March 2025, is the following:

Shareholder Number of shares % of Share capital
Cristescu Mihaela Gabriela 74,642,760 14.0443%
Marcu Mihail 70,444,828 13.2544%
NN Private Pensions Fund 70,356,940 13.2379%
Marcu Nicolae 54,131,600 10.1850%
AZT Viitorul Tău Private Pensions Fund (Allianz
Tiriac)
46,219,200 8.6963%
Metropolitan Life Private Pensions Fund 35,071,971 6.5989%
International Finance Corporation (IFC) 24,110,400 4.5364%
Other Legal entities 129,226,300 24.3143%
Med Life S.A. 568,326 0.1069%
Other Individuals 26,709,643 5.0255%
Total 531,481,968 100%

15. RESERVES

March 31, December 31,
2025 2024
Legal reserves (i) 10,973,379 10,940,219
Other reserves (ii) 73,216,417 71,793,388
Revaluation reserves (iii) 149,497,049 149,497,049
TOTAL 233,686,846 232,230,657

16. NON-CONTROLLING INTERESTS

March 31, December 31,
2025 2024
Balance at beginning of year 72,018,957 78,900,725
Share of profit/(loss) for the year (2,817,394) (8,283,560)
NCI arising on the acquisition of subsidiaries 424,277 3,065,788
Subsequent acquisition of NCI - 197,920
Distribution of dividends - (1,861,916)
Balance at year end 69,625,840 72,018,957

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from customers consist of revenue from medical services, including revenues from prevention packages of corporate customers and fees for services rendered within the Group's medical facilities. Please see the revenue breakdown below.

Business Line 3 months 2025
Sales
% of Total
Sales
3 months 2024
Sales
% of Total Sales Variation
2025/2024
Clinics 290,650,198 37.4% 247,277,200 38.2% 17.5%
Stomatology 30,065,714 3.9% 32,271,456 5.0% -6.8%
Hospitals 209,035,384 26.9% 150,892,857 23.3% 38.5%
Laboratories 86,712,946 11.2% 68,316,673 10.6% 26.9%
Corporate 75,135,981 9.7% 74,151,620 11.5% 1.3%
Pharmacies 18,259,974 2.3% 16,660,891 2.6% 9.6%
Others 67,773,125 8.7% 57,051,204 8.8% 18.8%
TOTAL SALES 777,633,322 100% 646,621,901 100% 20%

18. OTHER OPERATING INCOME

3 months 2025 3 months 2024
Other operating income 1,084,927 1,227,738
Income from operating grants 496,071 561,465
TOTAL 1,580,998 1,789,203

19. OTHER OPERATING EXPENSES

3 months 2025 3 months 2024
Utilities 11,106,300 9,972,397
Repairs maintenance 6,675,111 4,977,495
Rent 4,475,474 3,444,059
Insurance premiums 1,560,398 1,661,093
Promotion expense 12,843,354 10,218,076
Communications 1,584,565 1,554,767
Other administration and operating expenses 6,426,179 5,112,786
TOTAL 44,671,381 36,940,673

20. NET FINANCIAL RESULT

3 months 2025 3 months 2024
Finance cost (21,954,193) (22,958,239)
Bank fees (2,025,275) (1,807,290)
Interest income 230,560 843,973
Other income 16,030 26,803
(Loss)/Gain from foreign exchange rate (2,677,871) 1,189,568
FINANCIAL NET PROFIT/(LOSS) (26,410,748) (22,705,185)

21. FINANCIAL ANALYSIS

Analysis of the Consolidated Comprehensive Income

Sales for the 3 months period ended March 31, 2025, amounted to RON 777,633,321 higher by 20.3% compared to sales recorded for the 3 months period ended March 31, 2024. 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 2024 and 2025.

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 735,238,622 for the 3 months period ended March 31, 2025, representing an increase of 21.2%, or RON 128,596,561 as compared to the similar period of 2024. The Group's operating expenses as a percentage of total operating income represented 94.36% for the 3 months period ended March 31, 2025 and 93.56% for the 3 months period 2024.

Operating expenses evolution

3 months 2025 3 months 2024
Consumable materials and repair materials 145,495,140 112,319,796
Commodities expenses 57,118,839 57,659,250
Utilities 11,106,300 9,972,397
Repairs maintenance 6,675,111 4,977,495
Rent 4,475,474 3,444,059
Insurance premiums 1,560,398 1,661,093
Promotion expense 12,843,354 10,218,076
Communications 1,584,565 1,554,767
Third party expenses (including doctor's agreements) 225,516,446 185,849,073
Salary and related expenses 184,884,450 150,459,728
Social contributions 6,961,347 5,476,300
Depreciation 69,092,758 56,379,055
Impairment losses and gains (including reversals of
impairment losses)
1,498,261 1,558,186
Other administration and operating expenses 6,426,179 5,112,786
TOTAL 735,238,622 606,642,061

Operating profit recorded an increase of 5.3% for 3 months 2025 as compared to 3 months 2024, from RON 41,769,042 in 2024 to RON 43,975,697 in 2025.

Financial loss increased in the 3 months period of 2025 with RON 3,705,563, from a loss of RON 22,705,185 as at 31 March 2024 to a loss of RON 26,410,748 as at 31 March 2025.

The net result for the 3 months period ended 31 March 2025 decreased with RON 2,545,027 compared to the corresponding period of 2024, from RON 13,105,038 for the 3 months period of 2024 to RON 10,560,011 for 3 months period of 2025.

On a pro-forma basis, gross sales for 3 months period ended 31 March 2025 amounted to RON 778,722,156, while Adjusted EBITDA was RON 116,117,594. Please refer to Note 24 for more information regarding pro-forma financial information.

Analysis of the Consolidated Balance Sheet

Non-current assets amount to RON 2,401,830,889 as of 31 March 2025, recording an increase of RON 44,422,492 or 1.9% as compared to 31 December 2024. The increase was mainly due to the increase in Right-of-Use asset with RON 19 million.

Current assets increased with RON 21,206,004, or by 3.2%, from RON 658,905,448 as at 31 December 2024 to RON 680,111,452 as at 31 March 2025.

Current liabilities (excluding interest-bearing debt items) decreased with RON 9,603,215 or by 1%, from RON 711,442,119 as at 31 December 2024, to RON 701,838,904 as at 31 March 2025.

Interest bearing debt increased with RON 64,777,989, or by 4%, from RON 1,685,881,346 as of 31 December 2024 to RON 1,750,659,335 as of 31 March 2025.

22. MAIN FINANCIAL RATIOS

1 Current ratio Period ended
March 31, 2025
Current assets
Current liabilities
680,111,452
0.69
=
984,985,113
2 Debt to equity ratio Period ended
March 31, 2025
Long Term Debt
Equity
1,536,937,939
299%
=
514,782,692
Long Term Debt
Capital Assets
1,536,937,939
75%
=
2,051,720,631
3 Trade receivables turnover (days) Period ended
March 31, 2025
Average receivables
Sales
316,112,841
36.59
=
777,633,321
Period ended
March 31, 2025
= 0.32
777,633,321
2,401,830,889

23. OPERATIONAL KEY PERFORMANCE INDICATORS

3 months ended
Business line Info 2025 2024
Clinics Revenue 290,650,198 247,277,200
Clinics Visits 1,190,616 1,064,126
Clinics Avg fee 244.1 232.4
Stomatology Revenue 30,065,714 32,271,456
Stomatology Visits 45,011 51,045
Stomatology Avg fee 668.0 632.2
Hospitals Revenue 209,035,384 150,892,857
Hospitals Patients 51,538 39,375
Hospitals Avg fee 4,055.9 3,832.2
Laboratories Revenue 86,712,946 68,316,673
Laboratories Analyses 2,614,813 2,039,379
Laboratories Avg fee 33.2 33.5
Corporate Revenue 75,135,981 74,151,620
Corporate Subscriptions 886,378 888,582
Corporate Avg fee 84.8 83.4
Pharmacies Revenue 18,259,974 16,660,891
Pharmacies Clients 115,512 119,827
Pharmacies Sales per client 158.1 139.0
Others Revenue 67,773,125 57,051,204
Total 777,633,322 646,621,901

24. UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL INFORMATION ("CONSOLIDATED PRO FORMA PROFIT AND LOSS")

Introduction

The following Consolidated Pro Forma Profit and Loss of the Consolidated Profit and Loss is based on the Group's Consolidated financial statements for the 3 months period ended March 31, 2025, adjusted with the historical financial

results of the companies acquired by the Group during the period from 31 December 2024 up to March 31, 2025 (the "Acquired Companies").

Details of the Acquired Companies are set out below, in the "Important Events" section.

The Consolidated Pro Forma Profit and Loss for the 3 months period ended March 31, 2025 transposes:

  • (i) the acquisition of the Acquired Companies as if the acquisition had occurred on 1 January 2025 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 Profit and Loss of the Group which the Group considers to be non-operational and/or non-recurring by nature.

The Consolidated Pro Forma Profit and Loss offers a hypothetical illustration of the impact of the transactions on the Company's earnings. The Consolidated Pro Forma Profit and Loss has been prepared for the Group for the 3 months period ended March 31, 2025.

The Consolidated Pro Forma Profit and Loss should be read in conjunction with the Consolidated Financial Statements for the 3 months period ended March 31, 2025.

Purpose of the Consolidated Pro Forma Profit and Loss

The Consolidated Pro Forma Profit and Loss set out below has been prepared to:

  • (i) illustrate the effect on the Group of the acquisitions completed in 2025; and
  • (ii) the elimination of certain non-recurring and/or non-operating expenses to provide an estimate of the Group's recurring EBITDA.

The Group's unaudited consolidated pro forma adjusted EBITDA is also useful when analysing the Group's current debt compared to its earnings capacity.

Although the Consolidated Balance Sheet in the Consolidated Financial Statements includes the full amount of debt incurred to finance the acquisitions completed as of March 31, 2025, the Consolidated Profit and Loss includes only a portion of the annual earnings of the Acquired Companies. Using the unaudited consolidated pro forma adjusted EBITDA for such comparison allows the inclusion of an estimation, for the entire period, of the earnings that will contribute to the servicing of the debt incurred in relation to the acquisitions.

The Consolidated Pro Forma Profit and Loss has been prepared for information purposes only and, because of its nature, addresses a hypothetical situation and therefore, does not represent the Group's actual financial results.

The Consolidated Pro Forma Profit and Loss does not necessarily reflect what the combined Group's financial position or results of operations would have been, had the acquisitions occurred on the dates indicated in the pro-forma 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 values reflected below, due to a variety of factors.

Consolidated Pro-Forma Profit and Loss

3 months ended March 31, 2025
Consolidated PL One off Consolidated
Pro forma PL
GROSS SALES 777,633,321 1,088,835 - 778,722,156
NET SALES 777,633,321 (55,433,451) - 722,199,871
Other operating revenues 1,580,998 2,250 - 1,583,248
OPERATING INCOME 779,214,319 (55,431,201) - 723,783,118
OPERATING EXPENSES (735,238,622) 55,502,426 2,905,051 (676,831,144)
OPERATING PROFIT 43,975,697 71,225 2,905,051 46,951,974
Finance cost (23,979,468) (25,819) - (24,005,287)
Interest income 230,560 - - 230,560
Other financial income 16,030 - - 16,030
Other financial expenses (2,677,870) (37) - (2,677,907)
FINANCIAL RESULT (26,410,748) (25,857) - (26,436,605)
RESULT BEFORE TAXES 17,564,949 45,369 2,905,051 20,515,369
Income tax expense (7,004,938) - (464,808) (7,469,746)
NET RESULT 10,560,011 45,369 2,440,243 13,045,623

From Net Result to Adjusted EBITDA

3 months ended March 31, 2025
Consolidated PL Normalisation One off Consolidated
Pro forma PL
Net income/(loss) for the period
Add back:
10,560,011 45,369 2,440,243 13,045,623
Taxes on income
Out of which:
7,004,938 - 464,808 7,469,746
Base tax expense 7,004,938 - - 7,004,938
One off impact - - 464,808 464,808
Net financial result 26,410,748 25,857 - 26,436,605
Depreciation, amortisation and
impairment, including write-ups
69,092,758 72,862 - 69,165,620
Adjusted EBITDA 113,068,455 144,088 2,905,051 116,117,594

Sales split by Business Line

3 months ended March 31, 2025
Consolidated PL Normalisation One off Consolidated
Pro forma PL
Clinics 290,650,198 (19,296,714) - 271,353,483
Stomatology 30,065,714 - 30,065,714
Laboratories 86,712,946 235,198 - 86,948,144
Corporate 74,146,311 - 74,146,311
Hospitals 209,035,384 (36,371,934) - 172,663,450
Pharmacies 18,259,974 - 18,259,974
Other 68,762,795 - - 68,762,795
Total Sales 777,633,322 (55,433,451) - 722,199,871

*The negative amounts resulting from the elimination of the amounts from the National Healthcare Program for Oncology are in the total amount of 56,522,286 RON.

Basis for the Consolidated Pro Forma Profit and Loss

The Consolidated Pro Forma Profit and Loss for the 3 months period ended March, 31, 2025 has been prepared starting from the Consolidated Profit and Loss of the Group as of March 31, 2025.

The Consolidated Pro Forma was prepared in a manner consistent with the accounting policies adopted by the Group in the Consolidated Financial Statements as of March 31, 2025.

The Consolidated Pro Forma Profit and Loss for the 3 months period ended March 31, 2025 reflects the acquisitions of the Acquired Companies as if the acquisitions had occurred on 1 January 2025.

Also, certain expense items incurred by the Group in the relevant period which are considered to be non-operational and non-recurring by nature as detailed in the notes to the tables, are reflected in the Consolidated Pro Forma Profit and Loss as one-off adjustments, based on management judgment for the Group, without taking into account the Acquired Companies.

Consolidated Pro Forma Profit and Loss adjustments

Normalization adjustments

Normalization adjustments are made to include in the Group's results the financial results of the Acquired Companies 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 – 31 March 2025
Cabinet Medical Dr. Bacila Mihai SRL January 2025 January 2025
Alfalux Dent SRL January 2025 January 2025
Medical Center Spital SRL January 2025 January 2025
Mega Optic SRL January 2025 January 2025
Super Optosan SRL January 2025 January 2025
Micro Medic SRL January 2025 January 2025
Routine Med SA January 2025 January 2025

The accompanying notes are an integral part of the consolidated financial statements. | page 18 Free translation from the original Romanian version.

One off adjustments

One-off adjustments represent expenses which have been included in the Group's Consolidated Profit and Loss but which, in the Group's opinion, represent non-recurring and/or non-operational expenses by nature.

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 3 months 2025 Note
Cost of Acquisitions 782,475 Note A
Other 708,325 Note B
Consultancy costs 1,414,251 Note C
Total 2,905,051

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

Note B

Includes mostly operating costs of new units for the period until their opening.

Note C

Includes non-recurring costs related to one-off projects.

25. IMPORTANT EVENTS

Acquisitions

Routine Med Acquisition

In February 2025, MedLife announced the completion of the acquisition of a 60% majority stake in the Routine Med Group, based in Tulcea, thereby expanding its national footprint in southeastern Romania. The Routine Med Group operates a hospital unit equipped with an operating theatre, inpatient and outpatient care departments, as well as an outpatient clinic. It offers more than 20 medical and surgical specialties.

All Clinic Acquisition

In March 2025, MedLife announced the acquisition of a majority stake in the share capital of All Clinic, located in the Republic of Moldova. This marks MedLife Group's second expansion outside Romania. Founded in 1999, the All Clinic Group comprises three private, multidisciplinary clinics contracted with the National Health Insurance House of Moldova, offering outpatient medical services across 20 specialties, including family medicine, ENT, paediatrics, gastroenterology, cardiology, neurology, and gynaecology. According to company representatives, All Clinic closed the previous year with a turnover of EUR 800,000.

Corporate Events

18 March 2025 GSM

On February 13, 2025, the notice convening the General Shareholders' Meeting (GSM) scheduled for March 18, 2025, was published. The main item submitted for approval by MedLife shareholders was:

• The increase of the credit facility by an additional amount of up to EUR 50 million, with the possibility of adding an additional "Accordion Facility" of up to EUR 25 million.

All items on the agenda were approved during the March 18, 2025 GSM.

29 April 2025 Annual Shareholders Meeting

On March 21, 2025, the notice convening the Annual Ordinary General Shareholders' Meeting (OGSM) scheduled for April 29, 2025, was published. The main items submitted for approval by MedLife shareholders were:

• The audited annual financial statements for 2024, both individual and consolidated;

  • The 2024 Annual Report;
  • The discharge of the Board of Directors' members from liability;
  • The 2025 revenue and expenditure budget, both individual and consolidated;
  • The remuneration report, submitted for advisory shareholder vote

All items on the agenda were approved during the April 29, 2025 OGSM.

26. SUBSEQUENT EVENTS

No events have occurred subsequent to the reporting date that would require adjustment to or disclosure in the financial statements.

CEO CFO

Mihail Marcu, Alina Irinoiu,

Declaration of management of MedLife Group

We confirm that, to the best of our knowledge, the Unaudited Consolidated Financial Statements of MedLife Group for the 3-month period ended March 31, 2025, which were prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, give a true and fair view of the consolidated financial position of the Group as at March 31, 2025, and of its consolidated financial performance and its consolidated cash flows for the period then ended.

Mihail Marcu, CEO

__________________

Alina Irinoiu, CFO

__________________

MED LIFE S.A.

FINANCIAL REPORT 1st Quarter 2025

WHICH INCLUDE SIMPLIFIED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2025

PREPARED IN ACCORDANCE WITH ORDER OF THE MINISTRY OF PUBLIC FINANCE NO. 2844/2016 APPROVING THE ACCOUNTING REGULATIONS COMPLIANT WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS

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: J1996003709402 Subscribed and paid-in share capital: RON 132,870,492 Regulated market on which the issued securities are traded: Bucharest Stock Exchange

CONTENTS: PAGE:
UNAUDITED STATEMENT OF FINANCIAL POSITION 2
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME 3
UNAUDITED STATEMENT OF CASH FLOWS 4
UNAUDITED STATEMENT OF CHANGES IN EQUITY 5 – 6
NOTES TO THE SIMPLIFIED UNAUDITED SEPARATE FINANCIAL STATEMENTS 7 – 16
March 31st, December 31st,
2025 2024
ASSETS
Non-current assets
Intangible assets 22,424,511 22,636,493
Property, plant and equipment 373,208,771 374,993,545
Right-of-use asset 49,599,445 48,844,012
Investment in subsidiaries 520,776,728 507,838,848
Other financial assets 16,937,530 16,932,943
TOTAL NON-CURRENT ASSETS 982,946,984 971,245,841
Current Assets
Inventories
Trade receivables 14,384,041 15,320,875
112,628,697 97,162,994
Loans granted to related parties 206,809,965 190,295,292
Other assets 27,542,163 25,135,616
Cash and cash equivalents 23,105,343 15,335,770
Prepayments 3,099,054 3,422,223
TOTAL CURRENT ASSETS
TOTAL ASSETS
387,569,263 346,672,770
1,370,516,247 1,317,918,611
LIABILITIES & SHAREHOLDER'S EQUITY
Non-current liabilities
Lease liability 26,055,881 27,066,810
Interest-bearing loans and borrowings 598,849,451 582,827,132
Deferred tax liability 16,292,837 16,292,837
TOTAL NON-CURRENT LIABILITIES 641,198,169 626,186,779
Current Liabilities
Trade and other payables 216,249,416 207,442,240
Overdraft 9,954,200 9,948,200
Current portion of lease liability 25,368,539 24,096,539
Current portion o f interest-bearing loans and
borrowings
68,761,646 58,861,845
Loans received from related parties 27,798,926 18,351,571
Current tax liabilities 4,219,755 2,256,090
Provisions 4,769,204 4,769,204
Other liabilities 27,139,028 20,348,388
TOTAL CURRENT LIABILITIES 384,260,714 346,074,077
TOTAL LIABILITIES 1,025,458,883 972,260,856
SHAREHOLDER'S EQUITY
Share capital and Share premium 132,562,337 132,562,337
Treasury shares (2,607,056) (1,760,729)
Reserves 142,816,514 142,816,514
Retained earnings 72,285,570 72,039,633
TOTAL EQUITY 345,057,365 345,657,755
TOTAL LIABILITIES AND EQUITY 1,370,516,248 1,317,918,611

Mihail Marcu, Alina Irinoiu, CEO CFO

The accompanying notes are an integral part of the separate unaudited financial statements. | page 2

The English version of the separate unaudited financial statements represents a translation of the original separate unaudited financial statements issued in Romanian

language

Period ended
March 31st,
Period ended
March 31st,
2025 2024
Revenue from contracts with customers 194,088,437 178,805,553
Other operating revenues 114,727 267,956
Operating Income 194,203,164 179,073,509
Consumable materials and repair
materials
(24,514,959) (23,057,451)
Third party expenses (71,603,492) (64,352,856)
Salary and related expenses (55,469,011) (49,059,184)
Social contributions (2,225,664) (1,928,704)
Depreciation and amortisation (18,096,754) (15,723,395)
Impairment losses and gains (including
reversals of impairment losses)
(249,325) (902,118)
Other operating expenses (13,052,724) (11,612,239)
Operating expenses (185,211,929) (166,635,947)
Operating Profit 8,991,235 12,437,562
Interest income 3,378,490 3,399,532
Finance cost (9,599,875) (11,383,037)
Other financial income/(expenses) (560,247) 495,165
Financial loss (6,781,633) (7,488,340)
Result Before Taxes 2,209,602 4,949,222
Income tax expense (1,963,665) (850,828)
Net Result 245,937 4,098,394
TOTAL COMPREHENSIVE INCOME 245,937 4,098,394

Period ended
March 31st,
Period ended
March 31st,
2025 2024
Net profit before taxes 245,936 4,098,394
Adjustments for
Depreciation and amortisation 18,096,754 15,723,395
Interest expense 9,599,875 11,383,037
Net Gain on disposal of business and investments - 26,730
Allowance for doubtful debts and receivables written-off 249,325 902,118
Other non-monetary gains
Unrealised exchange loss
(182,586)
558,536
(837,351)
(495,165)
Interest income (3,378,490) (3,399,532)
Operating cash flow before working capital changes 25,189,351 27,401,626
Decrease / (increase) in accounts receivable (14,743,085) 1,959,366
Decrease / (increase) in inventories 936,834 498,720
Decrease / (increase) in prepayments 323,169 (1,986,503)
Increase / (decrease) in accounts payable 18,068,786 16,834,260
Cash generated from working capital changes 4,585,704 17,305,843
Cash generated from operations 29,775,055 44,707,469
Interest paid - (834,229)
Net cash from operating activities 29,775,055 43,873,240
Purchase of investments (11,528,347) -
Purchase of intangible assets (2,049,935) (1,492,239)
Purchase of property, plant and equipment (9,744,569) (6,854,113)
Loans granted to Group companies (13,142,454) (16,603,832)
Net cash used in investing activities (36,465,305) (24,950,184)
Lease payments (7,531,615) (6,966,919)
Proceeds from loans 12,958,290 -
Payments for purchase of treasury shares (846,327) (504,264)
Increase in loans obtained from group companies 9,879,475 1,279,224
Net cash from/(used in) financing activities 14,459,823 (6,191,959)
Net change in cash and cash equivalents 7,769,573 12,731,096
Cash and cash equivalents beginning of the year 15,335,770 10,201,516
Cash and cash equivalents end of the year 23,105,343 22,932,612

MED LIFE S.A. UNAUDITED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2025 (all 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
at January 1, 2025
132,870,492 (1,760,729) (308,155) 36,352,005 106,464,509 72,039,633 345,657,755
Profit
of
the
period
- - - - - 245,937 245,937
Total
comprehensive
income
- - - - - 245,937 245,937
Recognition
of
other
reserves for
fiscal
purposes (legal
reserves)
- - - - - - -
Increase from
own shares
acquisition
- (846,327) - - - - (846,327)
Balance
as at March
31st,
2025
132,870,492 (2,607,056) (308,155) 36,352,005 106,464,509 72,285,570 345,057,365

Share
Capital
Treasury shares Share
premium
General
reserves
and
other
reserves
Revaluation
Reserve
Accumulated
Results
Total
Equity
Balance
as at January 1st, 2024
132,870,492 (681,894) (308,155) 35,227,339 106,464,509 50,667,969 324,240,260
Profit
of
the
year
- - - - - 22,496,330 22,496,330
Total
comprehensive
income
- - - - - 22,496,330 22,496,330
Recognition of
other
reserves for
fiscal
purposes (legal
reserves)
- - - 1,124,666 - (1,124,666) -
Increase from
own shares
acquisition
- (1,078,835) - - - - (1,078,835)
Balance
as at December
31st, 2024
132,870,492 (1,760,729) (308,155) 36,352,005 106,464,509 72,039,633 345,657,755

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, Constanta and Targu Mures.

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

2. ACCOUNTING PRINCIPLES, POLICIES AND METHODS

The accounting policies applied in these simplified unaudited separate financial statements are the same as those applied in the Company's separate financial statements as of and for the financial year ended on December 31, 2024.

This financial report must be read together with the last separate annual financial statements of the Company as of and for the financial year ended on December 31, 2024, which includes all the necessary information for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. However, certain explanatory notes are included to explain events and transactions that are significant for understanding the changes in the Company's financial position and performance compared to the last annual financial statements.

3. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

3.1 Declaration of Conformity

The separate financial statements ("financial statements") of the Company have been prepared in accordance with the provisions of Ministry of Finance Order no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications as well as in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU).

The Company also prepares consolidated financial statements in accordance with IFRS as endorsed by the EU, which are available on the Company's website.

The accounting policies applied in these financial statements are the same as those applied in the Company's annual separate financial statements as at and for the year ended 31 December 2024.

The financial year corresponds to the calendar year.

3.2 Basis of preparation

The financial statements of the Company are presented in RON ("Romanian Leu"), using going concern principles. All values are rounded to the nearest two decimals. The financial statements have been prepared on the historical cost basis, except for certain items that have been measured at fair value, such as certain non-current assets and financial instruments, as presented in the notes to the financial statements.

The Company maintains the accounting books in accordance with the Regulations on Accounting and Reporting issued by the Ministry of Finance in Romania.

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.

As a result of the recent signing on 25 March 2025 of the increase in facility of the syndicated loan contract, the Group has also an additional undrawn facility of an amount of EUR 50m, which along with other liquidity of the Group, will be used for possible new acquisition opportunities on the market as well as organic development projects.

Based on the Company's current financial position and the modelled scenarios, the directors have concluded that the Company 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 Significant judgements, estimates and assumptions

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.

When preparing these simplified unaudited separate financial statements, the Company's judgements, estimates and significant assumptions are the same as those applied in the audited separate financial statements as of and for the financial year ended December 31, 2024.

The accompanying notes are an integral part of the separate unaudited financial statements. | page 7 The English version of the separate unaudited financial statements represents a translation of the original separate unaudited financial statements issued in Romanian

3.5 Foreign currency and translation

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 as announced by the National Bank of Romania on March 31, 2025 were RON 4.9771 for EUR 1 (December 31, 2024: RON 4.9741 for EUR 1), respectively RON 1.2382 for HUF 100 (December 31, 2024: RON 1.2106 for HUF 100).

The average exchange rates for the 3 months 2025 period were RON 4.9763 for EUR 1 (3 months 2024: RON 4.9735 for 1 EUR), respectively RON 1.2294 for HUF 100 (3 months 2024: RON 1.2811 for HUF 100).

Translation of foreign currencies

Transactions in foreign currencies are translated to the respective functional currency of the Company at the exchange rate ruling at the time of the transaction. Foreign currency monetary assets and liabilities are retranslated into the functional currency at rates of exchange ruling at the reporting date. The foreign exchange differences arising on these translations are recognised as other financial income/expense in the income statement.

4. INVESTMENT IN SUBSIDIARIES AND OTHER FINANCIAL ASSETS

The Company holds significant investments in other companies.

March 31st December 31st
Carrying amount 2025 2024
Cost of investments in other companies 520,776,728 507,838,848
TOTAL 520,776,728 507,838,848

The following table includes the list of Med Life subsidiaries as well as entities that are indirectly controlled, as follows:

No. Entity Main activity Location 31st March
2025
31st December
2024
1 Policlinica de Diagnostic Medical Services Brasov, Romania 83% 83%
2
3
Rapid SA
Medapt SRL (indirect)
Histo SRL (indirect)
Medical Services
Medical Services
Brasov, Romania
Brasov, Romania
83%
50%
83%
50%
4 Policlinica de Diagnostic
Rapid Medis SRL (indirect)* Medical Services
Sfantu Gheorghe,
Romania
66% 66%
5 Bahtco Invest SRL Development of building Bucharest, Romania 100% 100%
6 Med Life Ocupational SRL projects
Medical Services
Bucharest, Romania 100% 100%
7 Pharmalife-Med SRL Distribution of
Pharmaceutical Products in
specialised stores
Bucharest, Romania 100% 100%
8 Med Life Broker de
Asigurare si Reasigurare
SRL
Insurance broker Bucharest, Romania 99% 99%
9 Genesys Medical Clinic SRL
(indirect)*
Medical Services Arad, Romania 83% 83%
10 RUR Medical SRL
(indirect)*
Medical Services Brasov, Romania 83% 83%
11 Biotest Med SRL Medical Services Bucharest, Romania 100% 100%
12 Vital Test SRL Medical Services Iasi, Romania 100% 100%
13 Centrul Medical Sama SA
Ultratest SA (direct si
Medical Services C raiova, Romania 90% 90%
14 indirect)* Medical Services C raiova, Romania 92% 92%
15 Prima Medical SRL Medical Services C raiova, Romania 100% 100%
16
17
Stem Cells Bank SA
Dent Estet Clinic SA
Medical Services
Dental healthcare
Timisoara, Romania
Bucharest, Romania
100%
65%
100%
65%
18 Green Dental Clinic SRL Dental healthcare Bucharest, Romania 33% 33%
19 (indirect)
Aspen Laborator Dentar
SRL (indirect)
Dental healthcare Bucharest, Romania 49% 49%
20 Centrul Medical Panduri SA Medical Services Bucharest, Romania 100% 100%
21 Almina Trading SA Medical Services Targoviste, Romania 90% 90%
22 Anima Specialty Medical
Services SRL
Medical Services Bucharest, Romania 100% 100%
23 Anima Promovare si
Vanzari SRL (indirect)*
Medical Services Bucharest, Romania 100% 100%
24 Valdi Medica SA Medical Services Cluj, Romania 55% 55%
25 Clinica Polisano SRL Medical Services Sibiu, Romania 100% 100%
26 Solomed Clinic SA Medical Services Pitesti, Romania 80% 80%
27 Solomed Plus SRL
(indirect)*
Medical Services Pitesti, Romania 80% 80%
28 Sfatul medicului SRL Medical Platform Bucharest, Romania 100% 100%
29 RMC Dentart (indirect)* Dental healthcare Budapesta, Hungary 89% 89%
30
31
RMC Medical (indirect)*
RMC Medlife
Medical Services Budapesta, Hungary 89%
89%
89%
89%
32 Badea Medical SRL Holding
Medical Services
Budapesta, Hungary
Cluj, Romania
65% 65%
33 Oncoteam Diagnostic SRL Medical Services Bucharest, Romania 100% 100%
34 Centrul medical
Micromedica SRL
Medical Services Piatra Neamt, Romania 100% 100%
35 Micromedica Targu Neamt
SRL (indirect)*
Medical Services Targu Neamt, Romania 100% 100%
36 Micromedica Bacau SRL
(indirect)*
Medical Services Bacau, Romania 100% 100%
37 Micromedica Roman SRL
(indirect)*
Medical Services Roman, Romania 100% 100%
38 Medrix Center SRL
(indirect)*
Medical Services Roznov, Romania 100% 100%
39 Spitalul Lotus SRL Medical Services Ploiesti, Romania 100% 100%
40 Pharmachem Distributie
SRL
Distribution of
Pharmaceutical Products in
specialised stores
Bucharest, Romania 75% 75%
41 KronDent SRL (indirect)* Dental healthcare Brasov, Romania 39% 39%
42 Medica SA Medical Services Sibiu, Romania 60% 60%
43 Dent Estet Ploiesti SRL
(indirect)*
Dental healthcare Ploiesti, Romania 33% 33%
44 Stomestet SRL (indirect)* Dental healthcare Cluj, Romania 60% 60%

The accompanying notes are an integral part of the separate unaudited financial statements. | page 9

The English version of the separate unaudited financial statements represents a translation of the original separate unaudited financial statements issued in Romanian language

MED LIFE S.A. NOTES TO THE UNAUDITED SEPARATE FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2025 (all amounts are expressed in RON, unless otherwise specified)

No. Entity Main activity Location 31st March
2025
31st December
2024
45 Costea Digital Dental SRL
(indirect)*
Dental healthcare Oradea, Romania 38% 38%
46 Expert Med Centrul Medical
Irina (indirect)*
Medical Services Galati, Romania 76% 76%
47 MNT Healthcare Europe
SRL
Medical Services Ilfov, Romania 50% 50%
48 MNT Asset Management
SRL (indirect)*
Holding Bucharest, Romania 50% 50%
49 Pro Life Clinics SRL Medical Services Iasi, Romania 78% 78%
50 (indirect)
Onco Card SRL (indirect)
Medical Services Brasov, Romania 83% 83%
51 Onco Card Invest SRL Holding Brasov, Romania 83% 83%
52 (indirect)
Tomorad Expert SRL
(indirect)
Medical Services Sfantu Gheorghe,
Romania
66% 66%
53 IT Repair SRL (indirect)* Medical Services Targu Mures, Romania 50% 50%
54 Medici's SRL Medical Services Timisoara, Romania 80% 80%
55 Micro-Medic SRL (indirect)* Medical Services Timisoara, Romania 80% 80%
56 Sweat Concept One SRL Wellness Bucharest, Romania 60% 60%
57 OptiC ristal Consult SRL
(indirect)*
Medical Services Brasov, Romania 50% 50%
58 Alinora Optimex SRL
(indirect)*
Medical Services Brasov, Romania 50% 50%
59 SC M-Profilaxis SRL
(indirect)*
Medical Services Timisoara, Romania 100% 100%
60 VitaCare Flav SRL
(indirect)*
Medical Services Pitesti, Romania 51% 51%
61 Dent Estet Genesys SRL Medical Services Arad, Romania 74% 74%
62 (indirect)*
Sanopass SA
Medical Platform Bucharest, Romania 100% 100%
63 Muntenia Medical
Competences S.A.
Medical Services Targoviste, Romania 51% 51%
64 (indirect)
Bios Diagnostic Medical
Services SRL (indirect)
Medical Services Pitesti, Romania 51% 51%
65 Centrul de Diagnostic si
Tratament Provita S.A.
Medical Services Bucharest, Romania 51% 51%
66 Medical City Blue SRL
(indirect)*
Medical Services Bucharest, Romania 51% 51%
67 Laborator Cuza Voda SRL
(indirect)*
Medical Services Bucharest, Romania 51% 51%
68 Provita Pain Clinic SA
(indirect)*
Medical Services Bucharest, Romania 36% 36%
69 Policlinica Union SRL
(indirect)*
Medical Services Suceava, Romania 51% 51%
70 Brol Medical Center S.A.
(indirect)*
Medical Services Cluj, Romania 56% 56%
71 Provita 2000 SRL (indirect) Medical Services Timisoara, Romania 100% 100%
72 Nord Management
Solutions SRL (indirect)
Development of building
projects
Constanta, Romania 51% 51%
73 Med Varix SRL (indirect)* Medical Services Bucharest, Romania 56% 56%
74
75
Personal Genetics SRL
Nord Soma SA (indirect)
Medical Services
Medical Services
Timisoara, Romania
Bucharest, Romania
100%
51%
100%
51%
76 Super Age by Nord SA
(indirect)
Medical Services Bucharest, Romania 51% 51%
77 VP-MED Kereskedelmi es
Szolgaltato Korlatolt
Medical Services Bucharest, Romania 100% 100%
78 Felelossegu Tarsasag
Centrul Medical Antares
SRL
Medical Services Budapest, Hungary 100% 100%
79 Euromedica Hospital SA Medical Services Piatra Neamt, Romania 80% 80%
80 Euromedica Administrator
S A
Holding Baia Mare, Romania 80% 80%
81 Cabinet Medical Dr. Bacila Medical Services Baia Mare, Romania 60% 0%
82 Mihai SRL
Alfalux Dent SRL
Dental healthcare Tulcea, Romania 60% 0%
83 Medical Center Spital SRL Medical Services Tulcea, Romania 60% 0%
84
85
Mega Optic SRL
Super Optosan SRL
Medical Services
Medical Services
Tulcea, Romania
Tulcea, Romania
60%
60%
0%
0%
86 Micro Medic SRL Medical Services Tulcea, Romania 60% 0%
87 Routine Med SA Medical Services Constanța, România 60% 0%
88 All Clinic SRL Medical Services Tulcea, Romania 70% 0%

*These companies are subsidiaries of other subsidiaries in the Group and are included in the consolidation, as they are controlled by the entities which are subsidiaries of the ultimate parent.

The accompanying notes are an integral part of the separate unaudited financial statements. | page 10

The English version of the separate unaudited financial statements represents a translation of the original separate unaudited financial statements issued in Romanian

language

5. Other financial assets

March 31st December 31st
Carrying amount 2025 2024
Long-term loans granted to group companies 14,914,519 14,722,878
Other financial assets 2,023,011 2,210,065
TOTAL 16,937,530 16,932,943

Long-term loans granted to other Group companies

As of March 31, 2025, the Company presents long-term loans granted to Bahtco Invest SA and Medlife Ocupational SRL.

Other financial assets

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

6. INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT

March 31st December 31st
2025 2024
Gross book value 714,962,265 706,458,653
Accumulated depreciation (319,328,983) (308,828,617)
Net book value 395,633,282 397,630,036

7. INVENTORIES

March 31st December 31st
2025 2024
Consumables 14,252,637 15,172,807
Materials in the form of inventory items 131,404 148,068
TOTAL 14,384,041 15,320,875

8. TRADE RECEIVABLES

March 31st December 31st
2025 2024
Trade receivables 144,272,888 128,557,860
Doubtful receivables (31,644,191) (31,394,866)
TOTAL 112,628,697 97,162,994

Credit risk for MedLife 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, or subsidiaries of MedLife, may have longer payment terms and services may continue to be delivered when amounts are overdue, based on 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, which also represents the average contractual term.

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.

8.1. OTHER ASSETS

March 31st December 31st
2025 2024
Advances paid 9,447,427 7,002,229
Other sundry debtors 16,162,740 16,295,842
Other assets 1,931,996 1,837,545
TOTAL 27,542,163 25,135,616

The English version of the separate unaudited financial statements represents a translation of the original separate unaudited financial statements issued in Romanian

9. CASH AND CASH EQUIVALENTS

March 31st December 31st
2025 2024
Cash in bank 21,435,682 13,992,862
Cash in hand 704,311 620,548
Cash equivalents 965,350 722,360
TOTAL 23,105,343 15,335,770

10. PREPAYMENTS

As of March 31, 2025 the Company has prepayments in amount of RON 3,099,054 (RON 3,422,223 as of December 31, 2024). The prepayments balance as of March 31, 2025 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.

11. TRADE AND OTHER PAYABLES

March 31st December 31st
2025 2024
Suppliers 184,731,734 173,416,999
Fixed assets suppliers 29,155,678 32,048,975
Contract liability 2,362,004 1,976,266
TOTAL 216,249,416 207,442,240

12. OTHER LIABILITIES

March 31st December 31st
2025 2024
Salary and related liabilities (incl. contributions) 11,438,355 9,796,385
Other liabilities 15,700,673 10,552,003
TOTAL 27,139,028 20,348,388

13. LEASES

March 31st December 31st
2025 2024
Non-current portion of lease liability 26,055,881 27,066,810
Current portion of lease liability 25,368,539 24,096,539
TOTAL 51,424,420 51,163,349

14. FINANCIAL DEBT

March 31st December 31st
2025 2024
Overdraft 9,954,200 9,948,200
Current portion of interest-bearing loans and borrowings 68,761,646 58,861,845
Non-current portion of interest-bearing loans and
borrowings
598,849,451 582,827,132
TOTAL 677,565,297 651,637,177

On 13 December 2022, following the approval of the General Meeting of Shareholders on 21 November 2022, MedLife, together with co-borrowers BAHTCO INVEST S.A., POLICLINICA DE DIAGNOSTIC RAPID S.A., CLINICA POLISANO S.R.L., DENT ESTET CLINIC S.A., GENESYS MEDICAL CLINIC S.R.L., CENTRUL MEDICAL SAMA S.A., VALDI MEDICA S.R.L., PHARMALIFE MED S.R.L., PRIMA MEDICAL S.R.L., ANIMA SPECIALTY MEDICAL SERVICES S.R.L., BADEA MEDICAL S.A., CENTRUL MEDICAL MICROMEDICA S.R.L., SOLOMED CLINIC S.A., VITA CARE FLAV S.R.L., PHARMACHEM DISTRIBUTIE S.A., SANO PASS S.A., MNT ASSET MANAGEMENT S.R.L., MNT HEALTHCARE EUROPE S.R.L., SWEAT CONCEPT ONE S.A., ONCO CARD S.R.L., ONCOCARD INVEST S.R.L., STEM CELLS BANK S.A., SFATUL MEDICULUI.RO S.A. and MEDICI'S S.A., signed with Banca Comercială Română, as lead arranger, a syndicated credit facility in the total amount of 228 million euros for the refinancing and increase of the existing credit of 50.7 million euros. The bank syndicate that signed the new credit granted to the MedLife Group is comprised of Banca Comerciala Romana, as coordinator, lead arranger, documentation agent, facility and guarantee agent, and financier, Raiffeisen Bank, BRD Groupe Societe Generale, Banca Transilvania, ING Bank N.V. Amsterdam Branch Bucharest, and Erste Group Bank AG, as lead arrangers and financiers.

The syndicated credit contract involved a refinancing agreement for existing facilities, extending the financing period, rearranging terms and conditions, as well as an additional increase of 50.7 million euros in 2022, which is in the form of a term facility, used by MedLife, along with other liquidity of the Group, for acquisition opportunities on the market and organic development projects.

On 14 March 2024, the Group increased the existing facilities by EUR 50 million by signing an addendum to the existing loan. The syndicate of banks which signed the increase of the syndicated loan consists of Banca Comerciala Romana, as Coordinating Mandated Lead Arranger, Documentation Agent, Facility Agent, Security Agent and Bookrunner, Raiffeisen Bank, BRD Groupe Société Générale and Banca Transilvania, as Original lenders.

As a result of the recent signing on 25 March 2025 of the increase in facility of the syndicated loan contract, the Group has also an additional undrawn facility of an amount of EUR 50m, which along with other liquidity of the Group, will be used for possible new acquisition opportunities on the market as well as organic development projects. Also, the following entities joined the Club as co-borrowers: CENTRUL MEDICAL PANDURI S.R.L., ONCO TEAM DIAGNOSTIC S.R.L., MUNTENIA MEDICAL COMPETENCES S.A., SPITAL LOTUS S.R.L., EUROMEDICA HOSPITAL S.A., EUROMEDICA ADMINISTRATOR S.A. and CENTRUL DE DIAGNOSTIC SI TRATAMENT PROVITA S.A.

The closing balance of the syndicated loan is 657,330,687 RON as of March 31, 2025.

As at March 31, 2025, the Company's drawn and undrawn financing facilities also included the following:

  • a guaranteed overdraft facility between Garanti Bank S.A. and Med Life S.A., the amount drawn on March 31, 2025, is of RON 9,954,200.

As at March 31, 2025 the Company was not in breach of any applicable term of the financing facilities.

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 6M for the amounts in EUR or ROBOR 6M for the amounts in RON.

15. SHARE CAPITAL AND SHARE PREMIUM

The issued share capital in nominal terms consists of 531.481.968 ordinary shares as at 31 March 2025 (31 December 2023: 531.481.968) 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.

2025 March 31st, December 31st,
2024
Share capital 132,870,492 132,870,492
Share premium (308,155) (308,155)
TOTAL 132,562,337 132,562,337
ISSUED CAPITAL
Number of shares %
C ristescu Mihaela Gabriela
Marcu Mihail
74,642,760 14.0443%
13.2544%
NN Private Pensions Fund 70,444,828
70,356,940
13.2379%
Marcu Nicolae 54,131,600 10.1850%
AZT Viitorul Tău Private Pensions Fund (Allianz Tiriac) 46,219,200 8.6963%
Metropolitan Life Private Pensions Fund 35,071,971 6.5989%
International Finance Corporation (IFC ) 24,110,400 4.5364%
Other Legal entities 129,226,300 24.3143%
Med Life S.A. 568,326 0.1069%
Other Individuals 26,709,643 5.0255%

TOTAL 531,481,968 100%

16. RESERVES

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

March 31st December 31st
2025 2024
General reserves 8,456,933 8,456,933
Other reserves 27,895,073 27,895,072
Revaluation reserves 106,464,509 106,464,509
TOTAL 142,816,515 142,816,514

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

Turnover for the 3 months period ended March 31, 2025 was RON 194,088,437 (3 months ended March 31, 2024: RON 178,805,553) and consists of medical services, including revenues from prevention packages of corporate customers and fees for services rendered within Med Life's medical units within Romania.

18. OTHER OPERATING REVENUES

3 months 2025 3 months 2024
Other operating revenues 114,727 267,956
TOTAL 114,727 267,956

19. OTHER OPERATING EXPENSES

3 months 2025 3 months 2024
Utilities 2,537,789 2,622,777
Repairs maintenance 1,751,784 1,377,715
Rent 1,271,686 872,836
Insurance premiums 368,936 580,734
Promotion expense 4,738,598 4,474,496
Communications 504,353 604,185
Other administration and operating expenses 1,879,578 1,079,496
TOTAL 13,052,724 11,612,239

20. FINANCIAL NET RESULT

3 months 2025 3 months 2024
(Loss)/ Gain from foreign exchange rate impact (560,247) 495,165
Finance cost (9,093,650) (10,926,310)
Bank commissions (506,225) (456,727)
Interest income 3,378,490 3,399,532
FINANCIAL NET LOSS (6,781,633) (7,488,340)

21. FINANCIAL ANALYSIS

Analysis of the Profit and Loss Statement

Sales for the 3-month period ended on March 31, 2025, amounted to 194,088,437 RON, with an increase of 9% compared to sales recorded in the first 3 months of 2024. The variation in sales is due to a mix between increase in volumes and price adjustments.

Other operating revenues showed a decrease of 57% in the first 3 months of 2025 compared to the same period in 2024, reaching 114,727 RON as of March 31, 2025.

Operating expenses include fixed and variable costs, as well as the cost of goods sold and materials used in providing medical services. Med Life S.A. recorded operating expenses of 185,211,929 RON in the first 3 months of 2025, representing an 11% increase or 18,575,982 RON, compared to the first 3 months of 2024. The most important increase in absolute values is due to the rise in third-party expenses, amounting to 71,603,492 RON. These expenses pertain mainly to services provided by collaborating doctors and services offered by entities within the group. Also, an increase in salary and related expenses was recorded, amounting to 55,469,011 RON, in line with increase in activity.

Operating profit decreased by 28% in the first 3 months of 2025 compared to the same period in 2024, reaching from 12,437,562 RON in the first 3 months of 2024 to 8,991,235 RON in the first 3 months of 2025.

Financial loss decreased in the first 3 months of 2025 by 706,707 RON, from 7,488,340 RON in the same period of 2024 to 6,781,633 RON in the first 3 months of 2025. This increase was primarily driven by the financing cost, considering the investment projects financed and the movement in interest rates.

Consequently, the net result decreased by 3,852,457 RON in the first 3 months of 2025, changing from a profit of 4,098,394 RON in the first 3 months of 2024 to a profit of 245,937 RON in the first 3 months of 2025.

The accompanying notes are an integral part of the separate unaudited financial statements. | page 14

The English version of the separate unaudited financial statements represents a translation of the original separate unaudited financial statements issued in Romanian

language

Analysis of Balance Sheet Accounts

Total non-current assets amounted to 982,946,984 RON as of March, 2025, in line with December 31, 2024.

Current assets amounted to 387,569,263 RON as of March 31, 2025, representing a 12% increase compared to December 31, 2024.

Current liabilities (excluding interest-bearing liabilities) increased by 27,008,836 RON, or 10.7%, from 253,167,493 RON as at December 31, 2024, to 280,176,329 RON as at March 31, 2025. This increase is in line with the increase in the Company's activity, being influenced by increase in trade and other payables.

Interest-bearing liabilities increased by 26,189,191 RON, from 702,800,526 RON as at December 31, 2024, to 728,989,717 RON as at March 31, 2025.

22. MAIN FINANCIAL RATIOS PERIOD ENDED AT March 31, 2025

Period ended at
Current ratio March 31st, 2025
Current assets 387,569,263
=
1.01
Current liabilities 384,260,714
Debt to equity ratio Period ended at
March 31st, 2025
Long Term Debt 624,905,332
=
181%
Equity 345,057,365
Long Term Debt 624,905,332
=
64%
Capital Assets 969,962,697
Period ended at
Trade receivables turnover (days) March 31st, 2025
Average receivables 104,895,846
=
48.64
Sales 194,088,437
Fixed assets turnover Period ended at
March 31st, 2025
Sales 194,088,437
=
0.20
Net Fixed Assets 982,946,984

23. EBITDA EVOLUTION

Period ended
March 31st,
Period ended
March 31st,
2025 2024
Revenue
customers
from contracts with 194,088,437 178,805,553
Other operating revenues 114,727 267,956
Operating Income 194,203,164 179,073,509
Operating expenses (185,211,929) (166,635,947)
Operating Profit 8,991,235 12,437,562
EBITDA 27,087,989 28,160,957
Finance cost (9,599,875) (11,383,037)
Other financial income/(expenses) (560,247) 495,165
Interest income 3,378,490 3,399,532
Financial result (6,781,633) (7,488,340)
Result Before Taxes 2,209,602 4,949,222
Income tax expense (1,963,665) (850,828)
Net Result 245,937 4,098,394

The accompanying notes are an integral part of the separate unaudited financial statements. | page 15 The English version of the separate unaudited financial statements represents a translation of the original separate unaudited financial statements issued in Romanian

24. IMPORTANT EVENTS

Acquisitions

Routine Med Acquisition

In February 2025, MedLife announced the completion of the acquisition of a 60% majority stake in the Routine Med Group, based in Tulcea, thereby expanding its national footprint in southeastern Romania. The Routine Med Group operates a hospital unit equipped with an operating theatre, inpatient and outpatient care departments, as well as an outpatient clinic. It offers more than 20 medical and surgical specialties, including dentistry and optical care.

All Clinic Acquisition

In March 2025, MedLife announced the acquisition of a majority stake in the share capital of All Clinic, located in the Republic of Moldova. This marks MedLife Group's second expansion outside Romania. Founded in 1999, the All Clinic Group comprises three private, multidisciplinary clinics contracted with the National Health Insurance House of Moldova, offering outpatient medical services across 20 specialties, including family medicine, ENT, paediatrics, gastroenterology, cardiology, neurology, and gynaecology. According to company representatives, All Clinic closed the previous year with a turnover of EUR 800,000 and a double-digit EBITDA margin.

Corporate Events

18 March 2025 GSM

On February 13, 2025, the notice convening the General Shareholders' Meeting (GSM) scheduled for March 18, 2025, was published. The main item submitted for approval by MedLife shareholders was:

• The increase of the credit facility by an additional amount of up to EUR 50 million, with the possibility of adding an additional "Accordion Facility" of up to EUR 25 million.

All items on the agenda were approved during the March 18, 2025 GSM.

29 April 2025 Annual Shareholders Meeting

On March 21, 2025, the notice convening the Annual Ordinary General Shareholders' Meeting (OGSM) scheduled for April 29, 2025, was published. The main items submitted for approval by MedLife shareholders were:

  • The audited annual financial statements for 2024, both individual and consolidated;
  • The 2024 Annual Report;
  • The discharge of the Board of Directors' members from liability;
  • The 2025 revenue and expenditure budget, both individual and consolidated;
  • The remuneration report, submitted for advisory shareholder vote

All items on the agenda were approved during the April 29, 2025 OGSM.

25. IMPORTANT SUBSEQUENT EVENTS

No events have occurred subsequent to the reporting date that would require adjustment to or disclosure in the financial statements.

CEO CFO

Mihail Marcu, Alina Irinoiu,
CEO CFO

Declaration of management of Med Life S.A.

We confirm that, to the best of our knowledge, the Unaudited Separate Financial Statements of Med Life S.A. (the Company) for the 3-month period ended March 31, 2025, which were prepared in accordance with the Order of the Minister of Public Finance no. 2844/2016, approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications, give a true and fair view of the financial position of the Company as at March 31, 2025, and of its financial performance and its cash flows for the period then ended.

Mihail Marcu, CEO

__________________

Alina Irinoiu, CFO

__________________

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