Quarterly Report • May 15, 2025
Quarterly Report
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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 |

| 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 |

| 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 |

| 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,

Mihail Marcu, Alina Irinoiu,
CEO CFO

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:
Mr. Mihail Marcu, considering his quality of shareholder of the Company, which holds a percentage of 13.2544% of its share capital;
Mr. Nicolae Marcu, considering his quality of shareholder of the Company, which holds a percentage of 10.1850% of its share capital;
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):

| 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.

| 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.
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.
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.

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.
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.
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.
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).
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.
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.
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.
| 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.
| 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 |
| 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 |
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.

| 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.
| 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 |
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.
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% |
| 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 |
| 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 |

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% |
| 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 |
| 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 |
| 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) |
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.

| 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.
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.

| 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 |
| 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 |
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:
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.
The Consolidated Pro Forma Profit and Loss set out below has been prepared to:
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.
| 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 |
| 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 |
| 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.
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.
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 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.
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.
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
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.
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;
All items on the agenda were approved during the April 29, 2025 OGSM.

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,

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
__________________

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 |

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.
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.
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.
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.
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.
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

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).
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.
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

| 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

| 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 |
As of March 31, 2025, the Company presents long-term loans granted to Bahtco Invest SA and Medlife Ocupational SRL.
Other financial assets represent mainly rent deposits with a maturity longer than one year.
| 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 |
| 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 |
| 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.
| 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

| 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 |
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.
| 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 |
| 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 |
| 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 |
| 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:
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.
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% |
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 |

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.
| 3 months 2025 | 3 months 2024 | |
|---|---|---|
| Other operating revenues | 114,727 | 267,956 |
| TOTAL | 114,727 | 267,956 |
| 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 |
| 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) |
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
language

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.
| 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 |
| 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

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

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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