2025 Preliminary Results

Uniphar PLC

24 February 2026

 

Uniphar plc

2025 Preliminary Results

Uniphar plc, an international diversified healthcare services business, announces its full year results for the year ended 31 December 2025 delivering an excellent performance with organic Gross Profit growth of 8.9%, Adjusted EPS growth of 21% and leverage of 1.6x.

FINANCIAL HIGHLIGHTS

			Growth
Year ended 31 December	2025 €'000	2024 €'000	Reported %	Constant Currency2 %
Revenue	3,074,704	2,770,429	11.0%	11.1%
Gross Profit	457,692	427,604	7.0%	7.3%
Uniphar Pharma	131,947	121,561	8.5%	9.4%
Uniphar Medtech	120,382	108,915	10.5%	10.7%
Uniphar Supply Chain & Retail	205,363	197,128	4.2%	4.2%
Gross Profit Margin	14.9%	15.4%
EBITDA1	130,909	123,458	6.0%	5.9%
EBITDA margin	4.3%	4.5%
Operating Profit	76,875	81,989	(6.2%)	(7.4%)
Profit before tax excluding exceptional items	71,795	61,130	17.4%	16.8%
Net bank debt1	(171,139)	(147,676)
Basic EPS (cent)	19.5	23.5
Adjusted EPS (cent)1	24.8	20.5

·      Gross Profit growth of 7.0% reflecting excellent divisional growth with a Gross Profit Margin of 14.9%.

·      Organic³ Gross Profit growth of 8.9%, the fastest growth rate achieved since IPO. Organic growth delivered across all divisions with a particularly strong performance from the Pharma and Medtech divisions delivering organic growth of 15.5% and 10.5% respectively.

·      EBITDA growth of 6.0%, with organic EBITDA growth of 9.0%, reflecting the disposal of Inspired Health in 2024.

·      Adjusted EPS growth of 21% to 24.8 cent (2024: 20.5 cent) reflecting business performance together with the positive impact of lower finance costs and the accretive benefit of the €35m share buyback in the year.

·      Robust liquidity with net bank debt of €171.1m (2024: €147.7m) and leverage at 1.6x (2024: 1.5x).

·      Share buyback programme of €35m completed in the year with 13.4m shares repurchased.

·      Total dividend for the year of €5.2m (€0.0202 per ordinary share) representing a 5.2% per share increase year-on-year. This includes a €1.8m interim (€0.0071 per ordinary share) dividend paid in October and a final dividend of €3.4m (€0.0131 per ordinary share) subject to approval at the AGM.

·      Uniphar enters 2026 with strong trading momentum. The Group expects continued strong organic Gross Profit growth in line with its medium-term guidance.

1.     Additional information in relation to Alternative Performance Measures (APMs) section.

2.     Constant currency growth is calculated by applying the prior year's actual exchange rate to the current year's result.

3.     Organic growth is calculated as the Gross Profit growth of the underlying business in the period adjusting for the contribution from acquisitions and disposals in the relevant period to ensure a like-for-like comparison.

STRATEGIC AND OPERATIONAL HIGHLIGHTS

·      Uniphar delivered another year of strong financial performance, with Gross Profit increasing 7.0% (8.9% organic) to €457.7m and EBITDA increasing 6.0% (9.0% organic) to €130.9m, supported by positive trading momentum across all three divisions. Over the past six years, the Group has delivered an Adjusted EPS CAGR (compound annual growth rate) of 16%.

·      The Group achieved organic Gross Profit growth of 8.9% which is the highest growth rate since IPO and organic EBITDA growth of 9.0%.

                   ·      Uniphar Pharma: 15.5% organic Gross Profit growth - this excellent performance is driven by strong growth in Global Sourcing and clinical trial supply.

                   ·      Uniphar Medtech: 10.5% organic Gross Profit growth - performance driven by sustained growth in core markets, geographic expansion with existing suppliers and the rollout of new suppliers across established regions.

                   ·      Uniphar Supply Chain & Retail: 4.2% organic Gross Profit growth - performance driven by strong volume growth in the Supply Chain division. The retail pharmacy network expanded by 37 to 482 pharmacies in the year.

·      Adjusted Earnings per Share rose by 21% to 24.8c as a result of lower finance costs and the accretive impact of the €35m share buyback programme.

·      The Group maintained a robust balance sheet, ending the year with net bank debt of €171.1m and leverage of 1.6x EBITDA. The Group exercised an option to extend the maturity on its revolving credit facility ('RCF') during 2025 by two years to August 2029. In addition, the Group placed a new five-year €150m term loan with the existing banking syndicate with options to extend by a further two years.

·      Free cash flow conversion of 99.1% in the period supported by favourable working capital timing movements in 2025.

·      Significant progress on key strategic platform investments, most notably, the new high-tech distribution facility in Ireland and associated supporting digital and automation technologies. The project remains scheduled to commence operation in mid-2026 on a phased deployment basis.

·      The acquisition of TouchStore enhances Uniphar's digital and technology offering in the pharmacy sector, supporting pharmacy workflow, regulatory compliance and data capabilities thereby freeing pharmacists to devote more time to engage with customers.

·      Sustainability remains a key focus for the Group with continued progress against Science‑Based Targets, a 29.9% reduction in Scope 1 and 2 emissions since 2019. We have also maintained strong ESG ratings with leading external ratings agencies with MSCI at 'AAA', a Sustainalytics healthcare industry risk rating in the second percentile and a CDP 'B' rating for a fourth consecutive year.

·      The Group remains on track to deliver its medium‑term target of €200m EBITDA by 2028, with at least 80% of that growth expected to be organic, supported by strong market positions, scalable platforms and disciplined execution.

Ger Rabbette, Uniphar Group Chief Executive Officer said:

"I am pleased with the results the Group delivered in 2025, achieving our fastest rate of organic gross profit growth since IPO at 8.9%, alongside adjusted EPS growth of 21%. Over the past six years, we have delivered excellent compound annual adjusted EPS growth of 16%. These results reflect the successful execution of our strategy across all divisions and our continued ability to scale and generate sustainable growth. We remain confident of achieving our target of €200m EBITDA by 2028 with at least 80% of that growth being delivered organically."

Analyst presentation

A conference call for analysts and investors will be held at 9.00 am (GMT), today, 24^th February 2026. To register for the call please visit www.uniphar.ie.

A copy of the presentation and announcement will be available on our website at the time of the call.

Contact details

Uniphar Group Tel: [phone] Allan Smylie, Head of Strategy and IR Davy (Joint Corporate Broker, Nominated Advisor and Euronext Growth Listing Sponsor) Tel: [phone] Daragh O'Reilly Niall Gilchrist Ivan Murphy RBC Capital Markets (Joint Corporate Broker) Tel: [phone] Jamil Miah Daniel Saveski Stifel Nicolaus Europe Limited (Joint Corporate Broker) Tel: [phone] Matt Blawat Ben Maddison Francis North Q4 PR Tel: [phone] Iarla Mongey, Public Relations Advisor to Uniphar Group

About Uniphar plc

Headquartered in Dublin, Ireland, Uniphar is an international diversified healthcare services business servicing the requirements of more than 200 multinational pharmaceutical and medical technology manufacturers across three divisions - Uniphar Pharma, Uniphar Medtech and Uniphar Supply Chain & Retail. The Group is active in Europe, North America, APAC and MENA and delivers to 160+ countries.

The Company's vision is to improve patient access to pharmaco-medical products and treatments by enhancing connectivity between manufacturers and healthcare stakeholders. Uniphar represents a strong combination of scale, growth, and profitability.

Uniphar Pharma

Uniphar Pharma operates a global business with high-value services across the life cycle of a pharmaceutical product. We enable pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they cannot source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines.

Uniphar Medtech

Uniphar Medtech is a leading pan-European medical device distributor and solutions partner. The Group's strategy for Uniphar Medtech is to grow our service offering across Europe and expand our addressable market by serving new specialities and new manufacturers.

Uniphar Supply Chain & Retail

Uniphar Supply Chain & Retail is the leading pharmaceutical wholesaler in Ireland with a growing symbol group offering of retail pharmacies. The Group's strategy for Uniphar Supply Chain & Retail is to grow our wholesale market share, our symbol group network and our own brand, in-licenced and consumer products portfolio.

Cautionary statement

This announcement contains certain projections and other forward-looking statements with respect to the financial condition, results of operations, businesses, and prospects of the Uniphar Group. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these projections and forward-looking statements. Any of the assumptions underlying these projections and forward-looking statements could prove inaccurate or incorrect and therefore any results contemplated in the projections and forward-looking statements may not actually be achieved. Recipients are cautioned not to place undue reliance on any projections and forward-looking statements contained herein. Except as required by law or by any appropriate regulatory authority, the Uniphar Group undertakes no obligation to update or revise (publicly or otherwise) any projection or forward-looking statement, whether as a result of new information, future events or other circumstances.

Overview

Uniphar Group delivered an excellent performance in 2025 achieving strong growth in Gross Profit, EBITDA and Adjusted EPS. Gross Profit increased by 7.0% which translated to EBITDA growth of 6.0% with the underlying business delivering higher organic growth impacted by the disposal of a business in 2024. Adjusted EPS grew by an exceptionally strong 21.0% to 24.8 cent.

Organic Gross Profit growth for the Group was 8.9% which is the fastest rate of growth the Group has delivered since its IPO. Importantly, that growth was delivered across each of our three divisions in line with, or exceeding, their medium-term targets. Uniphar Pharma delivered organic Gross Profit growth of 15.5% with a standout performance in the Global Sourcing business. Uniphar Medtech achieved a 10.5% increase in Gross Profit through continued growth in its core markets together with portfolio expansion and further growth in Europe. Uniphar Supply Chain & Retail delivered 4.2% Gross Profit growth with a particularly strong performance in the Supply Chain business.

Gross Profit margin of 14.9% (2024: 15.4%) with the reduction reflecting the revenue mix in the Supply Chain & Retail division.

Organic EBITDA growth in the year was 9.0% (2025 EBITDA: €130.9m) reflecting the underlying Gross Profit growth achieved in all divisions. The Group continues to invest in organically developing its platforms to drive future growth to reach the target of €200m EBITDA by 2028.

Adjusted EPS increased by 21.0% to 24.8 cent reflecting business growth supported by the positive impact of lower finance costs and the share buyback. The €35m share buyback programme in the year saw 13.4m ordinary shares repurchased. This reduction in ordinary shares added 1.0 cent to Adjusted EPS. 

The Group's Balance Sheet remains robust with net bank debt of €171.1m (2024: €147.7m) and leverage of 1.6x (2024: 1.5x). The Group's banking facility consists of a €400m revolving credit facility ('RCF'), a €150m term loan and a €150m uncommitted accordion facility. The Group exercised an option to extend the current RCF by two years to August 2029, in addition, to placing a new €150m five-year term loan with the existing banking syndicate.

Free cash flow conversion for the year is 99.1% (2024: 105.5%) with this strong cash performance reflecting effective cash management and favourable working capital movements, notably prepayments in the Pharma division, that are expected to unwind in future periods.

Return on Capital Employed (ROCE) for the rolling 12-month period closed at 16.3% (2024: 15.2%) above the Group's medium-term target of 12-15%. The strong ROCE is reflective of solid profitability in the year supported by modest net bank debt due to the favourable timing of working capital prepayments. ROCE is expected to move to within the guided range as the Group completes its strategic investment programme which will deliver improved growth and returns in the medium-term.

Strong governance remains a priority for the Board. The Board has a clearly defined succession plan for the current Chairman, Maurice Pratt, with Paul Hogan, current Senior Independent Director, due to step into the role of Chairman on Mr. Pratt's resignation later in 2026. The Board is also well-advanced in the process of appointing a new independent Non-Executive Director.

The Group remains focused on achieving its medium-term objective to deliver EBITDA of €200m by 2028 with at least 80% of that growth being delivered organically. These results represent progress towards that target. Our management team have the track record of delivering on commitments and we are confident we have the right strategy, the best people and the market opportunity to continue to deliver for our stakeholders.

Sustainability

Sustainability remains a key priority for the Group and shapes how the business operates day-to-day. Based on our recent double materiality assessment, we have a clear focus across the Environment, Social and Governance themes.

We are making good progress against our two SBTi-validated decarbonisation targets. Our Climate Change Programme has designed a refreshed set of initiatives to achieve our Scope 1 and 2 emissions target and our Responsible Sourcing Programme has developed an understanding of our key suppliers' positions on the sustainability topics that are important to Uniphar. There have been some key deliveries within Uniphar's People Strategy - especially the strong investment in both learning and development and our communication platforms. The Group's commitment to community is demonstrated through our ongoing support for the 100 Million Trees Project, together with our fundraising and volunteering initiatives for charities.

We have continued to maintain or improve our strong scores with several external rating agencies; achieving a "B" in CDP for the fourth consecutive year, a "AAA" with MSCI and a second percentile risk rating in the healthcare industry from Sustainalytics.

Acquisitions update

Uniphar completed the acquisition of Touchstore Limited during the year in the Uniphar Supply Chain & Retail division. This acquisition strengthens our digital and technology offering in the pharmacy sector and will complement the division's strategic investment programme in Ireland.

Uniphar continues to evaluate potential acquisition opportunities and maintains an active pipeline of opportunities to further expand our capability and geographic reach. The Group maintains a disciplined approach to capital allocation and remains committed to ensuring capital is deployed in investments that deliver a Return on Capital Employed within our target range of 12% - 15% within three years.

Strategic capital expenditure update

Uniphar's track record of investment in technology has been a critical enabler of the Group's transformational growth journey to date. Investing in modern infrastructure in strategic locations has driven the Group's ability to achieve growth at pace.

2026 will be a landmark year for the Supply Chain & Retail division as the investment in the new Irish-based distribution facility is expected to reach completion. The transition to the new facility will occur on a phased process during 2026 to reduce deployment risk in this significant capital project. Once fully operational, this investment will more than double existing capacity, significantly enhance cold-chain capacity and underpin future growth in the division.

The Group is well advanced in completing substantial facility infrastructure investments in the UK, the Netherlands and the APAC region. These centrally-located and state-of the-art 'hub' locations will strengthen our competitiveness and unlock additional capacity for the Group to deliver future growth in addition to further enhancing our global distribution capabilities.

Current trading

Uniphar has entered 2026 with strong trading momentum and is trading in-line with expectations.

Outlook

Uniphar remains well positioned to achieve continued organic Gross Profit growth in each division in line with our medium-term targets and is confident of delivering on current market expectations for the full year.

The Group's ambition is to grow EBITDA to €200m by 2028 with at least 80% of that growth expected to be delivered organically.

The medium-term targets for organic Gross Profit growth are as follows:

·      Uniphar Pharma: Double-digit

·      Uniphar Medtech: High single-digit

·      Uniphar Supply Chain & Retail: Low single-digit

M&A remains an important element in achieving our medium-term objectives and we continue to progress a well-developed pipeline of opportunities. Our focus is on acquisitions that enhance scale, broaden our capabilities, and create long-term value by strengthening the existing platform.

Principal Risks & Uncertainties 

The Group's Risk Management Policy provides the framework to identify, assess, monitor, and manage the risks associated with the Group's business. It is designed to enable the Group to meet its business objectives by appropriately managing, rather than eliminating, these risks.

2025 Highlights

The Group continues to ensure that the Risk Management Framework is integrated in the day-to-day activities across the business. During the year ended 31 December 2025, the Group carried out the following:

·      Reviewed the Group Risk Register, updating for all the key risks facing the Group at this time.

·      Performed a review of emerging and new risks, including that of artificial intelligence (AI).

·      Reviewed the relevance of existing risks and identified the current principal risks.

·      Continued to focus on cybersecurity related risks.  

The key principal risks and uncertainties faced by the Group for the year ended 31 December 2025 are summarised as follows:

Strategic Risks

·      Economic, geopolitical and external environment - The global macroeconomic, regulatory, political, and legal environment may impact the markets in which we operate and in turn our client and supplier base. This may adversely affect the financial and operational results of the Group. The Group closely monitors global political and economic conditions and responds quickly to any changes in circumstances or events.

·      Acquisitions & Strategic Growth - Growth through acquisitions and organic growth into new and adjacent markets remain a key strategy for the Group. Failure to identify, complete and integrate acquisitions successfully and the failure to thoroughly understand new markets and business activities may directly impact the Group's projected growth.

·      Talent recruitment and retention - Failure to attract, retain and develop the skills and expertise of its people may adversely impact the Group's performance.

·      Market perception and reputational risk - Failure to deliver in line with market expectations may result in reputational damage, impacting the Group's ability to achieve its strategic targets.

·      Transformational project execution - The Group has embarked on several transformational projects that will provide the platform and capacity to grow over the coming years. Failure of the Group to effectively deliver such projects may result in cost overruns or reputational damage impacting the Group's ability to deliver strategic targets.

Operational Risks

·      Cybercrime - Failure to protect against the ongoing threat of a cyber-attack could lead to a breach in security, impacting operations, financial transactions, and sensitive information. The knock-on impact from an attack on one of our business partners is also an area of risk for the Group.

·      Business interruption - External factors such as natural disasters, environmental hazard or industrial disputes may result in potential lost sales and loss of customer loyalty.

·      Laws, regulations & compliance - Failure to operate under any of the stringent laws and regulations the Group is subject to could result in financial penalties, reputational damage, and a risk to business operations.

Financial Risks

·      Treasury - The Group is exposed to liquidity, interest rate and credit risks. The Group is exposed to increases in interest rates and credit risks from changes to economic conditions.

Financial Review

Summary Financial Performance

			Growth
Year ended 31 December	2025 €'000	2024 €'000	Reported	Constant  currency
IFRS measures
Revenue	3,074,704	2,770,429	11.0%	11.1%
Gross Profit	457,692	427,604	7.0%	7.3%
Operating Profit	76,875	81,989	(6.2%)	(7.4%)
Basic EPS (cent)	19.5	23.5	(17.0%)
Alternative performance measures
Gross Profit Margin	14.9%	15.4%
EBITDA	130,909	123,458	6.0%	5.9%
EBITDA %	4.3%	4.5%
Adjusted EPS (cent)	24.8	20.5	21.0%
Net bank debt	(171,139)	(147,676)
Leverage multiple	1.55x	1.47x
Return on Capital Employed	16.3%	15.2%

Revenue

Revenue in the year of €3.1bn represented an increase of 11.0% (11.1% constant currency) on 2024. Revenue growth was achieved in all three divisions with the most significant increase being in Uniphar Supply Chain & Retail. This growth was driven by strong volume growth most notably in the Supply Chain business.

Gross Profit

Gross Profit growth of 7.0% (7.3% constant currency) with growth delivered across all three divisions. This growth is reflective of revenue growth with a slight decrease in the Group's gross margin to 14.9% (2024: 15.4%) driven by the divisional mix with Supply Chain & Retail revenues growing proportionately faster than the other two divisions. Uniphar Pharma and Uniphar Medtech both delivered standout performances with organic Gross Profit growth of 15.5% and 10.5% respectively while Uniphar Supply Chain & Retail delivered growth of 4.2%. Gross Profit growth was achieved predominantly organically with the difference versus reported growth due to the disposal of Inspired Health in 2024.

Divisional Gross Profit

						Growth
Year ended 31 December	2025 €'000		2024 €'000		Reported		Constant         Currency	Organic
Uniphar Pharma	131,947		121,561		8.5%		9.4%	15.5%
Uniphar Medtech	120,382		108,915		10.5%		10.7%	10.5%
Uniphar Supply Chain & Retail	205,363		197,128		4.2%		4.2%	4.2%
	457,692		427,604		7.0%		7.3%	8.9%

Administrative expenses

Pre-exceptional administrative expenses have increased by €14.0m to €274.9m in 2025. This represents a 5.4% increase driven by the underlying growth of the Group and targeted investment in overheads to support future expansion. Key areas of investment include additional business development resources across the Group to progress new opportunities and future revenue streams together with enhanced IT and cybersecurity capability, particularly in Supply Chain & Retail, to ensure a robust, secure and scalable operational platform as the division transitions to its new distribution infrastructure.

EBITDA

EBITDA increased by €7.5m to €130.9m representing growth of 6.0% in the year (constant currency 5.9%) and an EBITDA margin of 4.3%. The growth is reflective of the Gross Profit growth across the divisions with an element of incremental investment in the business to enable future growth. Adjusting for the impact of the Inspired Health disposal in 2024, organic EBITDA growth of 9.0% was delivered.

Exceptional Items

Exceptional items in the year amounted to a charge of €8.9m before tax (2024: gain of €14.5m). This comprises €14.6m of costs offset by the release of deferred contingent consideration of €5.7m. The costs of €14.6m are principally composed of strategic business transformation costs of €7.1m, redundancy and restructuring costs of €4.5m and professional fees including acquisition costs of €1.8m. The strategic business transformation costs are predominantly costs associated with the move to a new high-tech distribution facility in Ireland. The release of deferred contingent consideration of €5.7m follows a review of expected performance against contractual earn-out targets in relation to acquisitions in the Uniphar Medtech and Uniphar Pharma divisions. Further details can be found in Note 3 of the financial statements.

Earnings per Share

Basic Earnings per Share for the year at 19.5 cent is a decrease of 17.0% on 2024 (23.5 cent). The movement is predominantly due to the change from exceptional income to exceptional costs from 2024 to 2025 reflecting movements in deferred contingent consideration. The weighted average number of shares decreased by 11.2m to 261.8m reflecting the share buyback programme the Group completed in March 2025.

Underlying adjusted earnings have increased by 16.4% from €55.9m in 2024 to €65.0m in 2025. Adjusted Earnings per Share is calculated after adjusting for amortisation of acquisition-related intangibles, exceptional items and share-based payment expenses. The Group's Adjusted Earnings per Share for 2025 at 24.8 cent increased by 21% (2024: 20.5 cent) with the 2025 share buyback adding 1.0 cent compared to 2024.

Cash Flow and Net Bank Debt

The Group delivered a strong cash performance during the year, with a free cash flow conversion of 99.1% and a net bank debt position of €171.1m (2024: €147.7m).

Year ended 31 December	2025 €'000	2024 €'000
Net cash inflow from operating activities	108,431	124,268
Net cash outflow from investing activities	(77,129)	(96,479)
Net cash inflow/(outflow) from financing activities	50,168	(11,488)
Foreign currency translation movement	(765)	1,039
Increase in cash and cash equivalents in the year	80,705	17,340
Movement in restricted cash	(59)	121
Non-cash movement in borrowings*	997	(2,663)
Cash flow from movement in borrowings**	(105,106)	(12,527)
Movement in net bank debt	(23,463)	2,271
*The Non-cash movement relates to foreign currency movement and amortisation of refinancing transaction fees. **The Cash flow from movement in borrowings in 2025 is net of debt arrangement costs of €1,328,000 which are presented in Interest Paid within Operating activities in the Cash Flow Statement.

The Group continues to maintain a strong focus on working capital management, and this is reflected in the cash generated from operating activities of €108.4m. The main movements in the year reflect payments of deferred contingent consideration of €17.4m and higher tax paid offset by favourable working capital benefits from the growth in the Pharma Services business unit that have led to an increase in prepayments on certain programmes.

The net cash outflow from investing activities of €77.1m principally consisted of property, plant and equipment and intangible assets investment of €62.8m (including strategic capital invested) together with deferred contingent consideration payments of €7.6m, in addition to an investment of €7.1m relating to the acquisition of Touchstore Limited.

The net cash inflow from financing activities of €50.2m was primarily due to proceeds from borrowings (net of repayments) of €115.8m. This was offset by the share buyback of €35.1m, a decrease in invoice discounting utilisation of €9.3m, principal lease payments of €16.1m and dividends paid of €5.1m.

Debt Facility

The Group operates a revolving credit facility of €400m, with an additional uncommitted accordion facility of €150m. In August 2025, the Group placed a five-year amortising term loan (with two one-year extension options) of €150m with its banking syndicate and exercised an option to extend the current RCF by two years to August 2029. There are seven banks in the current banking syndicate comprising both domestic and international banks. Net bank debt was €171.1m at 31 December 2025 (2024: €147.7m) and leverage marginally increased to 1.55x (2024: 1.47x) supported in the period by favourable working capital timing which is expected to unwind in future periods. The facility combined with modest leverage and strong free cash flow provides the Group with the platform to support future growth and investment.

Taxation

The Group's total tax expense has increased by €0.5m to €11.8m. The effective tax rate before exceptional items has increased from 18.4% to 18.8% reflective of the financial performance over multiple tax jurisdictions. The effective tax rate is calculated as the pre-exceptional income tax expense for the year as a percentage of the profit before tax and exceptional items.

Currency Exposure

The Group continues to expand into new geographies which, together with the continued growth in existing geographies outside of the Eurozone, results in a foreign exchange exposure for the Group being the translation of local income statements and balance sheets into Euro for consolidation purposes.

On a constant currency basis, revenue increased by 11.1% vs. 11.0% reported growth, Gross Profit increased 7.3% vs. 7.0% reported growth and Operating Profit decreased by 7.4% vs. 6.2% reported growth.

Exchange rates against Euro	2025	2024
	Average	Average
Great British Pound	0.856	0.847
US Dollar	1.127	1.082
Swedish Krona	11.066	11.431
Australian Dollar	1.750	1.639

Return on Capital Employed (ROCE)

Group ROCE increased by 1.1% to 16.3% (2024: 15.2%) and is ahead of the Group's target range of 12%-15% supported by the favourable timing of working capital prepayments at year-end. This strong return is achieved notwithstanding the significant capital investment in 2025. The ROCE metric is anticipated to trend toward the Group's target range of 12%-15% over the medium-term as the strategic investment programme reaches completion. Details on the calculation of ROCE are included in the APMs section.

Dividends

The Board remains committed to a progressive dividend policy as stated at the time of IPO. The Directors are proposing a final dividend of €3.4m (€0.0131 per ordinary share), subject to approval at the Company's AGM. It is proposed to pay the dividend on 15 May 2026 to ordinary shareholders on the Company's register at 5 p.m. on 24 April 2026. Together with the interim dividend of €1.8m (€0.0071 per ordinary share) paid in October 2025 this brings the total dividend for the year to €5.2m (€0.0202 per ordinary share) representing an increase of 5.2% per share on 2024 (€0.0192 per ordinary share).

Operational overview

Uniphar Pharma

			Growth
Year ended 31 December	2025 €'000	2024             €'000	Reported	Constant  currency
Revenue	690,773	658,814	4.9%	5.3%
Gross Profit	131,947	121,561	8.5%	9.4%
Gross Margin %	19.1%	18.5%
EBITDA	30,552	25,356	20.5%	19.3%
EBITDA Margin %	4.4%	3.8%

Performance highlights

-       Organic Gross Profit increased by 15.5%, exceeding the reported growth rate of 8.5%, due to the disposal of Inspired Health in December 2024

-       Gross Profit Margin increased to 19.1% reflecting the continued execution of our strategy and expansion into higher margin activities

-       Strong performance in Global Sourcing driven by continued demand for difficult-to-source medicines and noteworthy growth in the clinical trial supply business

-       EBITDA growth of 20.5%, highlighting increased operational leverage as the business scales

-       Strategic investments in new UK, continental European and New Zealand hubs will support the growth of our Pharma business and enhance our ability to meet evolving customer needs

Who we are

Uniphar Pharma provides access to innovative medicines and therapies in addition to working collaboratively with manufacturers to maximise the value of their assets across international healthcare markets. The division operates on a global scale, delivering integrated, high-value services throughout the life cycle of a pharmaceutical product - 'from molecule to market and beyond'. The division combines the strength of two complementary business units - Global Sourcing and Pharma Services.

What we do

We collaborate with pharmaceutical and biotech companies to address the challenges of today's healthcare market, from bringing innovative medicines to global markets to ensuring healthcare professionals have access to medicines that are difficult-to-source through traditional channels. The division utilises our global network of facilities and locally-based clinical, regulatory and logistics experts to support our clients and to solve their unique challenges with customised solutions.

Global Sourcing

Our Global Sourcing (formerly On Demand) business is a leading global provider of unlicensed, difficult-to-source medicines and clinical supplies, serving manufacturers, and both primary and secondary care customers. The business unit operates across European, Asia Pacific and US markets, sourcing medicines from in excess of 60 markets and supplying more than 160 countries. During the year, the business completed a strategic rebrand to Global Sourcing from On Demand, an important milestone on the journey to building a truly global business offering global solutions, enhancing the experience we offer to clients and suppliers. Our Global Sourcing teams excel in navigating complex supply chains, which ensures the continuity of supply for vital products to patients and clients around the globe. Our unrivalled expertise in logistics, multi-territory regulatory knowledge, and quality procedures together with strong relationships with pharma manufacturers, make our team a leading partner in its field.

Pharma Services

The Pharma Services business delivers high‑value services to pharma and biotech companies throughout the full product lifecycle, helping them overcome barriers to launch and commercialisation in their target markets. Our end‑to‑end service offering streamlines market entry and expands access for both healthcare providers and patients. Uniphar is uniquely positioned in the sector: we are the leading provider globally for the delivery of Expanded Access Programs for cell and gene therapies, and therefore we are recognised as a market leader for highly complex treatments. During 2025, the business focused on developing its global ex-US launch capability, offering comprehensive and end-to-end services to pharma clients seeking to access these markets. Our capabilities span the full spectrum of specialised services, including Outsourced Product Development, Expanded Access Programs, Regulatory and Medical Affairs, Insight‑Driven Sales and Marketing, Quality Assurance, and Supply Chain Management, providing a comprehensive platform that supports successful product adoption and sustained commercial growth.

Performance in 2025

With organic Gross Profit growth of 15.5%, Uniphar Pharma continued to deliver on the execution of its strategy. The Global Sourcing business unit had a standout year, particularly in the clinical trial supply business, providing sourcing solutions and ensuring access for patients and clients to difficult-to-source medicines, as well as serving markets where medicines may otherwise be unavailable. During 2025, we announced investments in new state-of-the-art distribution centres in the UK and the Netherlands both of which will become fully operational during 2026. The business also grew its presence in New Zealand, enhancing its ability to deliver greater capacity in that market. These, alongside our facilities in Ireland, the US and APAC, further enhance our global distribution capability and expand the services the business can offer our customers and the market.

Pharma Services delivered a strong performance during the year, driven by continued growth in our Expanded Access Programme offering. As our EAP capabilities become more established globally, clients are increasingly turning to Uniphar to support other stages of the product lifecycle developing our trusted relationships further. During 2025, we unified our businesses under the Uniphar brand creating a strategically integrated platform, enabling greater synergy, a seamless client experience, and a strengthened global offering across each stage of the product lifecycle. Uniphar is proud to be the world's leading provider of global expanded access for cell and gene therapies, cementing our position as a market leader in enabling access to these highly complex, next‑generation treatments.

Outlook

Uniphar Pharma has strengthened its service offering considerably in recent years both through acquisition and the development of new capabilities which has created a diversified scalable platform that is resonating strongly with clients. With a clear target of delivering double-digit organic Gross Profit growth over the medium-term, the division is well positioned for its next phase of growth. The combination of an innovative solutions offering, increasing global reach, and proven execution places the division on a clear path toward a leadership position in this attractive and expanding market.

Uniphar Medtech

			Growth
Year ended 31 December	2025 €'000	2024 €'000	Reported	Constant currency
Revenue	292,826	267,968	9.3%	9.3%
Gross Profit	120,382	108,915	10.5%	10.7%
Gross Margin %	41.1%	40.6%
EBITDA	49,108	45,080	8.9%	9.2%
EBITDA Margin %	16.8%	16.8%

Performance highlights

-       Gross Profit growth of 10.5% all of which is organic

-       Performance driven by sustained growth in core markets, geographic expansion with existing suppliers and the rollout of new suppliers across established regions

-       Continued focus on operational excellence together with favourable product mix delivering an increase in Gross Margin to 41.1%

-       Strategic investment in the UK and Europe in teams supporting future growth of new product portfolios

-       EBITDA growth of 8.9%, with EBITDA margins remaining consistent at 16.8%

Who we are

Uniphar Medtech is a leading European distributor of medical devices, providing end‑to‑end solutions and specialist expertise across sales, marketing, servicing, quality, compliance, regulatory support, and market access for many of the world's top medical device manufacturers. The division is a high‑growth, diversified healthcare services provider, delivering best‑in‑class products and support across multiple clinical specialties to both public and private healthcare customers. Headquartered in Ireland, the business operates across 16 European markets in addition to an extended partnership network internationally.

What we do

Uniphar Medtech is a leading partner for high‑performing medical device brands, with strong positions across interventional medicine, orthopaedics, ophthalmology, minimally invasive surgery, diagnostic imaging, and critical care. We accelerate market access for innovative technologies led by a team that are clinically trained and experts in their respective fields.

We hold long‑standing exclusive partnerships with many of the world's top medical device manufacturers and are among the few European providers accredited to deliver service licence agreements for several global brands. Our team builds strong commercial partnerships between healthcare providers and industry‑leading manufacturers-ensuring groundbreaking medical technologies reach clinicians and patients efficiently and effectively.

Relationships

At Uniphar Medtech, our people, and the relationships they build, are central to how we create value. Expanding our supplier base is a core growth driver, and our long‑standing partnerships with leading manufacturers support our entry into new markets. These partners rely on us to represent their brands in everyday engagements with healthcare professionals, making our connections with the medical community essential to our success. Many of our Medtech sales specialists come from clinical backgrounds, enabling peer‑to‑peer conversations with clinicians. As medtech solutions become more complex and purchasing decisions shift increasingly toward physicians with deep clinical insight, these relationships with frontline professionals have become one of our most important competitive strengths.

Innovation

The medtech sector continues to lead healthcare innovation, delivering technologies that improve patient outcomes while helping providers achieve greater efficiency and cost effectiveness. Robotics is one of the fastest‑growing areas, with surgeons increasingly integrating advanced systems to enhance precision and consistency, particularly in routine procedures. Uniphar Medtech is proud to partner with global leaders in surgical robotics across orthopaedics and minimally invasive surgery. Through our partnerships, we are helping accelerate the digital transformation of healthcare and bring next‑generation technologies to clinicians and patients across our markets.

Performance in 2025

The division delivered an excellent performance in 2025, growing Gross profit by 10.5%, all of which was achieved organically. All regions delivered strong growth, supported by excellent performance with our existing suppliers and by extending partnerships, both new and established, into new markets and specialties. New product portfolios were a major contributor, adding to the steady growth already seen across our core business. This growth in Gross Profit converted into EBITDA growth of 8.9% to €49.1m.

The division has continued to strengthen its central support function, which is crucial to delivering a world‑class service to our clients. Its scale allows it to maximise both technical and clinical expertise to drive growth across new markets. The platform developed in recent years now enables the division to leverage these core capabilities, supporting the creation of a sustainable, efficient foundation for ongoing expansion.

Outlook

Uniphar Medtech has delivered strong growth in recent years driven by an expanded speciality portfolio and broader European footprint. Our strong and recurring business in Ireland provides a stable foundation, while the UK and mainland Europe present the most significant opportunities for future expansion. With a talented team and a proven record of delivery, we are confident in our ability to support clients across a wider geographic reach. Our long‑established relationships in Ireland continue to be an important source of momentum as we drive this growth. The division remains firmly on track to achieve high single‑digit organic Gross Profit growth over the medium term.

Uniphar Supply Chain & Retail

			Growth
Year ended 31 December	2025 €'000	2024             €'000	Reported	Constant  currency
Revenue	2,091,105	1,843,647	13.4%	13.4%
Gross Profit	205,363	197,128	4.2%	4.2%
Gross Margin %	9.8%	10.7%
EBITDA	51,249	53,022	(3.3%)	(3.3%)
EBITDA Margin %	2.5%	2.9%

Performance highlights

-       Organic growth in Gross Profit of 4.2%

-       Gross Margin remains strong at 9.8% with the year-on-year reduction reflective of the pace of revenue growth in Supply Chain relative to Retail

-       EBITDA margin of 2.5% is a reduction on prior year reflecting investment in teams in advance of go-live of strategic investment

-       Wholesale volume growth of 4.7% ahead of market growth

-       Successful acquisition of TouchStore, a provider of dispensing and retail software to the pharmacy sector in Ireland

Who we are

Uniphar Supply Chain & Retail plays a pivotal role in supporting patient health across Ireland by efficiently, reliably, and securely delivering critical medicines to pharmacies and hospitals. The division is the vertically integrated pharmaceutical distribution and retail pharmacy division of the Group. The division comprises Pre-wholesale, Wholesale and Retail pharmacy businesses that work together to supply medicines, consumer products, pharmacy services and pharmacy software to our customers. Uniphar holds market leading positions in the wholesale and hospital supply markets in Ireland.

What we do

Pre-wholesale

The Pre‑wholesale business unit provides pharmaceutical manufacturers with tailored, innovative distribution solutions to support the efficient supply of their products into the Irish market. As a core component of the vertically integrated Supply Chain & Retail offering, Pre‑wholesale plays a central role in delivering seamless end‑to‑end service. Growing demand for specialist medicines requiring temperature‑controlled storage and distribution, combined with the deep expertise of our team, places the Pre‑wholesale business in an excellent position to meet the evolving needs of its customers.

Wholesale

The Wholesale business efficiently, reliably, and securely supplies critical medicines to pharmacies and hospitals in Ireland, playing a vital role in improving patient health. At the heart of the business is the delivery of prescription and OTC (over-the-counter) products to community and hospital pharmacies across Ireland. Our ambition is to be the partner of choice for pharmacies by combining world‑class service levels with a comprehensive and competitive consumer offering. The acquisition of TouchStore strengthens the platform for the division to enhance our service offering to pharmacies, unlocking smarter ordering, more streamlined pharmacy workflows and ultimately more efficient and profitable pharmacy operations.

Retail

Our Retail pharmacy business unit comprises 482 pharmacies that are owned, franchised or supported by the Group. The business operates across four brands - Hickey's, McCauley, Allcare and Life Pharmacy - and together forms one of the largest pharmacy groups in Ireland. Community pharmacy plays a prominent role as a trusted support to patients and is increasingly seen as a primary care destination for healthcare services. During 2025 additional services were rolled out to stores to meet the evolving needs of patients across Ireland and to prepare for the expanded pharmacy services as outlined in the Community Pharmacy Agreement 2025.

Performance in 2025

The division delivered a robust performance in 2025 with each of the business units contributing to organic Gross Profit growth of 4.2%. Within Supply Chain, the Wholesale business achieved volume growth in 2025 of 4.7%, exceeding market growth rates. The Pre-Wholesale business unit also delivered strong growth, particularly within the hospital supply market, both of which reflects the consistently high service levels delivered to our supply chain customers. The Retail business delivered growth in the period notwithstanding some softness in demand for discretionary front-of-shop products reflecting broader consumer sentiment. The multi-year investment in our new distribution facility and IT infrastructure in Dublin continues to progress well, with the focus in 2025 on completing the fitout and IT development ahead of go-live in 2026.

Outlook

The Supply Chain & Retail division's success is defined by its commitment to operational excellence and service delivery for customers. Our goal is to be the one-stop shop for community pharmacies, offering reliable solutions for not only their prescription and OTC needs but also their front-of-shop and consumer product requirements. Community pharmacy in Ireland is an important element of the healthcare system and this has been reinforced by the Community Pharmacy Agreement 2025 which supports commitments to expand pharmacy services, increase investment in the sector, and modernisation and digital reform. In Pre-wholesale, the conclusion of the new Irish Pharmaceutical Healthcare Association (IPHA) agreement in early 2026 is welcomed and will provide greater predictability in pricing and faster access to new medicines in Ireland while supporting long-term supply stability.

2026 will be a landmark year for the division as it prepares to launch its new Dublin distribution facility and integrated IT infrastructure. This major capital project will significantly enhance our capability and capacity, positioning the business as an innovator within the Irish pharmacy sector. The acquisition of TouchStore further strengthens our technology offering and, when combined with our supply chain expertise, will help pharmacies improve efficiency, reduce costs, and streamline ordering and stock management. Together, these developments place us at the forefront of supporting the next generation of digital pharmacy.

Group Income Statement

for the year ended 31 December 2025

	Notes	2025 Pre- exceptional €'000	2025 Exceptional (Note 3) €'000	2025 Total €'000	2024 Pre- exceptional €'000	2024 Exceptional (Note 3) €'000	2024 Total €'000
Revenue	2	3,074,704	-	3,074,704	2,770,429	-	2,770,429
Cost of sales		(2,617,012)	-	(2,617,012)	(2,342,825)	-	(2,342,825)
Gross Profit		457,692	-	457,692	427,604	-	427,604
Selling and distribution costs		(91,658)	-	(91,658)	(82,018)	-	(82,018)
Administrative expenses		(274,897)	(14,557)	(289,454)	(260,936)	(5,556)	(266,492)
Other operating income		295	-	295	500	2,395	2,895
Operating Profit		91,432	(14,557)	76,875	85,150	(3,161)	81,989
Finance cost	4	(21,192)	5,704	(15,488)	(25,917)	17,625	(8,292)
Finance income	4	1,555	-	1,555	1,897	-	1,897
Profit before tax		71,795	(8,853)	62,942	61,130	14,464	75,594
Income tax expense		(13,527)	1,712	(11,815)	(11,239)	(119)	(11,358)
Profit for the financial year		58,268	(7,141)	51,127	49,891	14,345	64,236
Attributable to:
Owners of the parent				51,088			64,203
Non-controlling interests				39			33
Profit for the financial year				51,127			64,236
Attributable to:
Continuing operations				51,127			64,236
Profit for the financial year				51,127			64,236
Earnings per ordinary share (in cent):
Continuing operations				19.5			23.5
Basic and diluted Earnings per Share (in cent)	5			19.5			23.5

Group Statement of Comprehensive Income

for the year ended 31 December 2025

		2025 €'000	2024 €'000
Profit for the financial year		51,127	64,236
Other comprehensive (expense)/ income
Items that may be reclassified to the Income Statement:
Unrealised foreign currency translation adjustments		(11,425)	6,380
Cumulative exchange difference on translation recycled on disposal		-	(223)
Total comprehensive income for the financial year		39,702	70,393
Attributable to:
Owners of the parent		39,663	70,360
Non-controlling interests		39	33
Total comprehensive income for the financial year		39,702	70,393
Attributable to:
Continuing operations		39,702	70,393
Total comprehensive income for the financial year		39,702	70,393

Group Balance Sheet

As at 31 December 2025     

ASSETS	Notes	2025 €'000	2024 €'000
Non-current assets
Intangible assets - goodwill	7	499,567	507,607
Intangible assets - other assets	7	93,573	59,696
Property, plant and equipment, and right-of-use assets	8	301,162	284,796
Financial assets - investments in equity instruments		25	25
Deferred tax asset		7,679	8,718
Other receivables		1,332	1,244
Total non-current assets		903,338	862,086
Current assets
Inventory		295,276	201,582
Trade and other receivables		348,170	248,882
Corporation tax		1,543	-
Cash and cash equivalents		183,697	102,992
Restricted cash		235	294
Total current assets		828,921	553,750
Total assets		1,732,259	1,415,836
EQUITY
Capital and reserves
Called up share capital presented as equity	9	20,766	21,841
Share premium		176,501	176,501
Share-based payment reserve		9,333	5,936
Other reserves		(1,488)	8,862
Retained earnings		199,889	188,615
Attributable to owners		405,001	401,755
Attributable to non-controlling interests		165	126
Total equity		405,166	401,881
LIABILITIES
Non-current liabilities
Borrowings	10	355,071	241,646
Deferred contingent consideration	11	955	7,157
Provisions	12	930	1,827
Lease obligations	13	135,285	132,612
Total non-current liabilities		492,241	383,242
Current liabilities
Borrowings	10	-	9,316
Deferred contingent consideration	11	9,285	32,025
Lease obligations	13	22,334	22,580
Trade and other payables		803,233	562,969
Corporation tax		-	3,823
Total current liabilities		834,852	630,713
Total liabilities		1,327,093	1,013,955
Total equity and liabilities		1,732,259	1,415,836

Group Statement of Changes in Equity

for the year ended 31 December 2025

					Other Reserves
	Share capital	Share premium	Share-  based payment reserve	Treasury Shares	Foreign currency translation reserve	Revaluation reserve	Capital redemption reserve	Retained earnings	Attributable to non- controlling interests	Total shareholders' equity
	€'000	€'000	€'000	€'000	€'000	€'000	€'000	€'000	€'000	€'000
At 1 January 2024	21,841	176,501	3,542	-	1,945	700	60	128,213	818	333,620
Profit for the financial year	-	-	-	-	-	-	-	64,203	33	64,236
Other comprehensive income:
Movement in foreign currency translation reserve	-	-	-	-	6,157	-	-	-	-	6,157
Transactions recognised directly in equity:
Movement in share-based payment reserve	-	-	2,944	-	-	-	-	-	-	2,944
Transfer on exercise, vesting or lapse of share-based payments	-	-	(550)	-	-	-	-	550	-	-
Purchase of non-controlling interest	-	-	-	-	-	-	-	725	(725)	-
Dividends paid	-	-	-	-	-	-	-	(5,076)	-	(5,076)
At 31 December 2024	21,841	176,501	5,936	-	8,102	700	60	188,615	126	401,881
At 1 January 2025	21,841	176,501	5,936	-	8,102	700	60	188,615	126	401,881
Profit for the financial year	-	-	-	-	-	-	-	51,088	39	51,127
Other comprehensive expense:
Movement in foreign currency translation reserve	-	-	-	-	(11,425)	-	-	-	-	(11,425)
Transactions recognised directly in equity:
Movement in share-based payment reserve	-	-	3,766	-	-	-	-	-	-	3,766
Transfer on exercise, vesting or lapse of share-based payments	-	-	(369)	-	-	-	-	369	-	-
Dividends paid	-	-	-	-	-	-	-	(5,083)	-	(5,083)
Share buyback - repurchase of shares *	-	-	-	(35,100)	-	-	-	-	-	(35,100)
Share buyback - cancellation of shares *	(1,075)	-	-	35,100	-	-	1,075	(35,100)	-	-
At 31 December 2025	20,766	176,501	9,333	-	(3,323)	700	1,135	199,889	165	405,166
* In March 2025, the Group completed the purchase of a €35m share buyback programme whereby the Group repurchased 13.44 million shares for cancellation, c.4.9% of the share count outstanding at 1 January 2025, at a weighted average price of €2.604 per share

Group Cash Flow Statement

Year ended 31 December 2025

	Notes	2025 €'000	2024 €'000
Operating activities
Cash inflow from operating activities	15	166,863	162,816
Payment of deferred contingent consideration		(17,373)	-
Interest paid including debt arrangement costs		(19,042)	(22,080)
Interest received		1,555	1,897
Interest paid on lease liabilities	13	(6,942)	(7,235)
Corporation tax payments		(16,630)	(11,130)
Net cash inflow from operating activities		108,431	124,268
Investing activities
Payments to acquire property, plant and equipment - Maintenance		(9,771)	(10,911)
Payments to acquire property, plant and equipment - Strategic projects		(13,769)	(68,643)
Receipts/(Payments) from disposal of property, plant and equipment (net of disposal expenses)		379	(180)
Receipts from disposal of businesses (net of cash disposed and disposal expenses)		-	21,934
Payments to acquire intangible assets - Maintenance		(15,291)	(6,172)
Payments to acquire intangible assets - Strategic projects		(23,986)	(16,182)
Payments to acquire subsidiary undertakings (net of cash acquired)		(7,095)	-
Payments on prior year acquisitions		(15)	(254)
Receipts on prior year disposals		43	-
Payment of deferred contingent consideration		(7,624)	(16,071)
Net cash outflow from investing activities		(77,129)	(96,479)
Financing activities
Proceeds from borrowings		281,750	50,050
Repayments of borrowings		(166,000)	(33,671)
Decrease in invoice discounting facilities		(9,316)	(3,852)
Movement in restricted cash		59	(121)
Share buyback - Repurchase of Shares		(35,100)	-
Payment of dividends		(5,083)	(5,076)
Acquisition of further equity in subsidiaries		-	(483)
Principal element of lease payments	13	(16,142)	(18,335)
Net cash inflow/(outflow) from financing activities		50,168	(11,488)
Increase in cash and cash equivalents in the year		81,470	16,301
Foreign currency translation on cash and cash equivalents		(765)	1,039
Opening balance cash and cash equivalents	14	102,992	85,652
Closing balance cash and cash equivalents	14	183,697	102,992

Notes to the Consolidated Financial Statements

1. General information

Basis of preparation

The 2025 financial statements have been audited, with an unqualified audit report and have been approved by the Board of Directors. The financial information set out in this document does not constitute full statutory financial statements but has been derived from the Group financial statements for the year ended 31 December 2025. In accordance with the AIM and Euronext Growth Rules the consolidated financial statements of Uniphar plc and its subsidiaries (the 'Group') have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS, as adopted by the EU and as applied in accordance with the Companies Act 2014.

The financial information in the consolidated financial statements has been prepared on a basis consistent with that adopted for the year ended 31 December 2024.

The Group's consolidated financial statements are prepared for the year ended 31 December 2025. The consolidated financial statements incorporate the Company and all of its subsidiary undertakings. A subsidiary undertaking is consolidated by reference to whether the Group has control over the subsidiary undertaking. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Uniphar plc is incorporated in the Republic of Ireland under registration number 224324 with a registered office at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K.

The statutory financial statements will be filed with the Companies Registration Office in line with the Annual Return date.

Going Concern

The Directors have made appropriate enquiries and carried out a thorough review of the Group's forecasts, projections and available banking facilities taking account of committed outflows including contingent consideration and committed capital expenditure. Consideration was also given to possible changes in trading performance and potential business risks. The forecasts indicate significant liquidity headroom will be maintained above the Group's borrowing facilities and applicable financial covenants will be met throughout the forecast period.

The Group has a robust capital structure with strong liquidity supported into the future by our banking facility. The banking facility consists of a revolving credit facility ('RCF') of €400m and a term loan of €150m together with an additional uncommitted accordion facility of €150m. During 2025, the Group exercised an option to extend the current RCF by two years to August 2029 in addition to placing a five-year term loan of €150m with the existing banking syndicate. The term loan runs to August 2030, with two extension options available to extend the maturity to August 2032.

Having regard to the factors outlined above the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of 12 months from the date of approval of these financial statements. As a result, the Directors consider that it is appropriate to continue to adopt the going concern basis, in preparing the financial statements.

New standards, amendments, and interpretations

The Group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2025:

·      Amendments to IAS 21- Lack of Exchangeability.

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

New standards and interpretations not yet adopted

The following accounting standards and interpretations have been published but are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group:

·      Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of Financial Instruments;

·      IFRS 18 - Presentation and Disclosure in Financial Statements;

·    IFRS 19 - Subsidiaries without Public Accountability: Disclosures.

The Group is currently performing an assessment of the impact of 'IFRS 18 - Presentation and Disclosure in Financial Statements', which is effective for annual reporting periods beginning on or after 1 January 2027. IFRS  18 is not expected to impact the recognition or measurement of items in the financial statements. However, its impacts on presentation and disclosure are expected to be significant, in particular those related to the classification of income and expenses into operating, investing and financing categories on the face of the income statement and providing management-defined performance measures within the financial statements. The remaining standards are not expected to have a material effect on the results or financial position of the Group.

2. Revenue and Operating Segments

	2025 €'000	2024 €'000
Revenue	3,074,704	2,770,429
	2025 €'000	2024 €'000
Uniphar Pharma	690,773	658,814
Uniphar Medtech	292,826	267,968
Uniphar Supply Chain & Retail	2,091,105	1,843,647
Total Revenue	3,074,704	2,770,429

Segmental information

Segmental information is presented in respect of the Group's geographical regions and operating segments. The operating segments are based on the Group's management and internal reporting structures.

Geographical analysis

The Group operates in three principal geographical regions being the Republic of Ireland, the Netherlands and the UK. The Group also operates in several other European countries, the US and the Asia Pacific region which are not material for separate identification.

The following is a geographical analysis presented in accordance with IFRS 8 'Operating Segments' which requires disclosure of information about the country of domicile (Ireland) and countries with material revenue.

	2025	2024
	€'000	€'000
Ireland	2,372,793	2,108,815
The Netherlands	210,993	206,266
UK	169,492	206,896
Rest of the World (ROW)	321,426	248,452
	3,074,704	2,770,429

Operating segments

IFRS 8 'Operating Segments' requires the reporting information for operating segments to reflect the Group's management structure and the way the financial information is regularly reviewed by the Group's Chief Operating Decision Maker (CODM), which the Group has defined as the Board of Directors.

The Group operates with three divisions: Uniphar Pharma, Uniphar Medtech and Uniphar Supply Chain & Retail. These divisions align to the Group's operational and financial management structures:

·      Uniphar Pharma operates a global business with high-value services across the life cycle of a pharmaceutical product. The business enables pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they cannot source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines. The division operates through its Global Sourcing (formerly On Demand) and Pharma Services business units;

·      Uniphar Medtech provides outsourced services, specifically sales, distribution and support services to medical device manufacturers. The business is headquartered in Ireland with a presence in 16 markets primarily across Europe in addition to a facility in the US to support clients seeking to access the North American market; and

·      Uniphar Supply Chain & Retail provides both pre-wholesale and wholesale distribution of pharmaceutical, healthcare and animal health products to pharmacies, hospitals and veterinary clinics in Ireland. Uniphar operates a network of pharmacies under the Life, Allcare, Hickey's and McCauley brands. Additionally, through the extended Uniphar symbol group, the business provides services and supports that help independent community pharmacies to compete more effectively.

Operating segments results

The Group evaluates performance of the operational segments on the basis of Gross Profit and EBITDA from operations.

	2025 Uniphar Pharma €'000	2025 Uniphar Medtech €'000	2025 Uniphar Supply Chain   & Retail €'000	2025 Total €'000
Revenue	690,773	292,826	2,091,105	3,074,704
Gross Profit	131,947	120,382	205,363	457,692
EBITDA	30,552	49,108	51,249	130,909
	2024 Uniphar Pharma €'000	2024 Uniphar Medtech €'000	2024 Uniphar Supply Chain   & Retail €'000	2024 Total €'000
Revenue	658,814	267,968	1,843,647	2,770,429
Gross Profit	121,561	108,915	197,128	427,604
EBITDA	25,356	45,080	53,022	123,458

There are no material dependencies or concentrations on individual customers which would warrant disclosure under IFRS 8 'Operating Segments'.

Assets and liabilities are reported to the Board at a Group level and are not reported on a segmental basis.

3. Exceptional (charge) / income

	2025 €'000	2024 €'000
Professional fees including acquisition costs	(1,830)	(1,243)
Redundancy and restructuring costs	(4,453)	(2,369)
Acquisition integration costs	(772)	(488)
Strategic business transformation	(7,103)	(1,320)
Gain on disposals of businesses and assets	-	2,395
Other exceptional costs	(399)	(136)
Exceptional charge recognised in Operating Profit	(14,557)	(3,161)
Decrease in deferred contingent consideration	5,704	17,625
Exceptional credit recognised in finance cost	5,704	17,625
Exceptional credit/(charge) recognised in income tax	1,712	(119)
Total exceptional (charge)/income	(7,141)	14,345

Professional fees including acquisition costs:

Professional fees including acquisition costs are primarily costs relating to transactions under consideration in the year. Professional fees also include legal costs relating to the defence of a legal claim.

Redundancy and restructuring costs:

Redundancy and restructuring costs include redundancy, ex gratia and termination costs and other costs arising on reorganisations and restructuring Group businesses.

Acquisition integration costs:

Acquisition integration costs primarily relate to costs incurred on the integration of recent acquisitions into the expanded Group. Such costs include those associated with winding-down and exiting facilities acquired in recent acquisitions in addition to professional fees incurred to optimise the integration of recent acquisitions.

Strategic business transformation:

Strategic business transformation are costs associated with establishing the strategic platform that will enable the next phase of growth. They include costs associated with the Group's strategic capital expenditure programmes while in the initiation phase together with the costs of establishing a strategic presence in new markets. The costs include setup costs, initiation costs and relocation costs in addition to the costs of a long-term incentive plan associated with building a strategically significant business in the US market. These costs are expected to arise at a significantly higher level in 2026 as the major infrastructure project in Ireland becomes operational.

Gain on disposal of businesses and assets:

In the prior year, the Group disposed of its investments in Inspired Insight, LLC and Duffy's Medical Hall Limited which resulted in a profit on the disposal of businesses of €2,248,000. Furthermore, the Group disposed of a number of non-current assets that resulted in a gain on disposal of €147,000.

Deferred contingent consideration:

Deferred contingent consideration relates to a release of €5,704,000 following a review of the expected performance against contractual earn-out targets in relation to acquisitions in the Uniphar Pharma and Uniphar Medtech divisions. These acquisition earn-outs concluded in 2025. Further information is included in Note 11.  

In the prior year, deferred contingent consideration related to a release of €39,247,000 following a review of expected performance against contractual earn-out targets in relation to Uniphar Pharma and Uniphar Medtech acquisitions. An additional provision of €21,622,000 was recognised in respect of acquisitions in the Uniphar Pharma division that have exceeded previous performance expectations.

4. Finance cost and Finance income

	2025 €'000	2024 €'000
Finance cost
Interest on lease obligations (Note 13)	(4,403)	(5,323)
Interest payable on borrowings and invoice discounting facilities	(15,975)	(19,034)
Unwinding of discount applicable to deferred contingent consideration	(776)	(1,540)
Unwinding of discount applicable to long term incentive programme	(38)	(20)
Finance cost before exceptional credit	(21,192)	(25,917)
Decrease in fair value of deferred contingent consideration (Note 3)	5,704	17,625
Exceptional credit recognised in finance cost	5,704	17,625
Total Finance cost	(15,488)	(8,292)

Finance costs do not include capitalised borrowing costs of €3,528,000 (2024: €2,697,000) on qualifying assets (Notes 7 and 8). Interest is capitalised at the Group's weighted average interest rate for the period of 4.1% (2024: 5.5%).

	2025 €'000	2024 €'000
Finance income
Interest income	1,555	1,897
Total Finance income	1,555	1,897

5. Earnings per Share

Basic and diluted Earnings per Share have been calculated by reference to the following:

	2025	2024
Profit for the financial year attributable to owners (€'000)	51,088	64,203
Weighted average number of shares in issue in the year ('000)	261,821	273,015
Dilutive effect of options ('000)	3	-
Denominator of diluted Earnings per Share ('000)	261,824	273,015
Earnings per ordinary share (in cent):
-     Basic	19.5	23.5
-     Diluted	19.5	23.5

Diluted Earnings per Share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

Adjusted Earnings per Share is an Alternative Performance Measure (APM) and is presented below. Adjusted Earnings per Share supports the understanding of performance by excluding the impact of exceptional items and non-cash items that may not correlate to the underlying performance of the business.

Adjusted Earnings per Share has been calculated by reference to the following:

	2025 €'000	2024 €'000
Profit for the financial year attributable to owners of the parent	51,088	64,203
Exceptional charge/(credit) recognised in Income Statement (Note 3)	7,141	(14,345)
Share-based payments	3,766	2,944
Amortisation of acquisition related intangibles	3,371	3,428
Tax credit on acquisition related intangibles	(351)	(380)
Profit after tax excluding exceptional items	65,015	55,850
Weighted average number of shares in issue in the year (000's)	261,821	273,015
Dilutive effect of options (000's)	3	-
Denominator of diluted Adjusted Earnings per Share (000's)	261,824	273,015
Adjusted Earnings per Ordinary Share (in cent)
Basic	24.8	20.5
Diluted	24.8	20.5

6. Dividends

The Directors have proposed a final dividend of €3.4m (€0.0131 per ordinary share), subject to approval at the AGM. This results in a total shareholders dividend of €5.2m (€0.0202 per ordinary share) in respect of the year ended 31 December 2025 as the Board declared and paid a 2025 interim dividend of €1.8m (€0.0071 per ordinary share). If approved, the proposed dividend will be paid on 15 May 2026 to ordinary shareholders on the Company's register on 24 April 2026. This dividend has not been provided for in the Balance Sheet at 31 December 2025, as there was no present obligation to pay the dividend at year end.

A final dividend of €3.2m (€0.0125 per ordinary share) relating to 2024 was paid in May 2025.

7. Intangible assets

	Goodwill €'000		Trademarks & licences €'000		Computer software €'000		Technology assets €'000		Brand names €'000		Customer relationships €'000		Total €'000
Cost
At 1 January 2025	526,316		202		73,465		3,585		22,185		3,393		629,146
FX movement	(12,080)		(2)		(138)		(288)		-		(379)		(12,887)
Additions	-		-		35,795		-		-		-		35,795
Acquisitions	4,040		-		-		6,214		-		-		10,254
Disposals/retirements	-		-		(1,389)		-		-		-		(1,389)
At 31 December 2025	518,276		200		107,733		9,511		22,185		3,014		660,919
Accumulated amortisation
At 1 January 2025	18,709		173		30,967		2,481		6,685		2,828		61,843
FX movement	-		-		(54)		(208)		-		(338)		(600)
Amortisation	-		11		3,739		628		2,219		524		7,121
Disposals/retirements	-		-		(585)		-		-		-		(585)
At 31 December 2025	18,709		184		34,067		2,901		8,904		3,014		67,779
Net book amounts
At 31 December 2024	507,607		29		42,498		1,104		15,500		565		567,303
At 31 December 2025	499,567		16		73,666		6,610		13,281		-		593,140
Intangible assets	499,567		16		73,666		6,610		13,281		-		593,140
Right-of-use assets	-		-		-		-		-		-		-
At 31 December 2025	499,567		16		73,666		6,610		13,281		-		593,140

Included in computer software are assets under construction with a net book value of €56,802,000. Amortisation has not commenced on these assets. Included in the cost of additions are borrowing costs and payroll costs capitalised into computer software amounting to €1,446,000 (2024: €989,000) and €5,266,000 (2024: €3,452,000) respectively.

8.  Property, plant and equipment, and right-of-use assets

	Land and buildings	Leasehold improvements	Plant and equipment	Fixtures and fittings	Computer equipment	Motor vehicles	Instruments	Total
	€'000	€'000	€'000	€'000	€'000	€'000	€'000	€'000
Cost
At 1 January 2025	225,516	32,725	88,013	15,401	8,336	7,686	9,355	387,032
Foreign exchange movement	(1,477)	(403)	(524)	(206)	(75)	(82)	(5)	(2,772)
Additions	16,791	1,336	18,443	4,547	1,438	3,028	2,439	48,022
Acquisitions	-	-	-	61	-	-	-	61
Disposals/retirements	(5,223)	(60)	(1,358)	(594)	(458)	(2,452)	(333)	(10,478)
Reclassifications	-	2,852	(2,857)	5	-	-	-	-
At 31 December 2025	235,607	36,450	101,717	19,214	9,241	8,180	11,456	421,865
Accumulated depreciation
At 1 January 2025	50,743	8,953	21,076	7,777	4,172	3,551	5,964	102,236
Foreign exchange movement	(465)	(87)	(120)	(148)	-	(37)	-	(857)
Charge for the year	14,811	2,040	4,040	2,566	1,593	2,448	1,092	28,590
Disposals/retirements	(4,675)	(91)	(1,110)	(559)	(451)	(2,051)	(329)	(9,266)
At 31 December 2025	60,414	10,815	23,886	9,636	5,314	3,911	6,727	120,703
Net book amounts
At 31 December 2024	174,773	23,772	66,937	7,624	4,164	4,135	3,391	284,796
At 31 December 2025	175,193	25,635	77,831	9,578	3,927	4,269	4,729	301,162
Property, plant & equipment	34,758	25,635	76,815	9,578	3,927	184	4,729	155,626
Right-of-use assets	140,435	-	1,016	-	-	4,085	-	145,536
Net book value at 31 December 2025	175,193	25,635	77,831	9,578	3,927	4,269	4,729	301,162

Included in property, plant and equipment are assets under construction with a net book value of €71,997,000 (2024: €58,517,000). Depreciation has not commenced on these assets.

Included in the cost of additions is borrowing costs and payroll costs capitalised into assets amounting to €2,082,000 (2024: €1,708,000) and €976,000 (2024: €352,000) respectively

9. Called up share capital

	2025
	€'000
Authorised:
453,205,300 (2024: 453,205,300) ordinary shares of 8c each	36,256
16,000,000 (2024: 16,000,000) "A" ordinary shares of 8c each	1,280
	37,536
Movement in the year in issued share capital presented as equity
Allotted, called up and fully paid ordinary shares
At 1 January - 273,015,254 ordinary shares of 8c each	21,841
Share buyback - 13,440,956 ordinary shares of 8c each	(1,075)
At 31 December - 259,574,298 ordinary shares of 8c each	20,766
Total allotted share capital:
At 31 December - 259,574,298 (2024: 273,015,254) ordinary shares	20,766

The called up ordinary share capital decreased by 13,440,956 shares during 2025 due to the share buyback programme the Group completed in March 2025.

10.  Borrowings

Bank loans are repayable in the following periods after 31 December:

	2025 €'000	2024 €'000
Amounts falling due within one year	-	9,316
Amounts falling due between one and five years	355,071	241,646
	355,071	250,962

The Group's total bank loans at 31 December 2025 were €355,071,000 (2024: €250,962,000). Included in the carrying value of borrowings are deferred debt issue costs of €1,233,000 (2024: €1,148,000) which are capitalised and then amortised over the life of the debt. Borrowing under invoice discounting (recourse) as at the balance sheet date was €nil (2024: €9,316,000).

The Group's bank debt facility comprises a revolving credit facility ('RCF') of up to €400m with an additional uncommitted accordion facility of €150m. In August 2025, the Group placed a five-year amortising term loan (with two one-year extension options) of €150m with its banking syndicate and exercised an option to extend the current RCF by two years to August 2029. Under this facility the Group is subject to two covenants: leverage ratio and interest cover. Banking covenants are subject to bi-annual review, and during 2025 all covenants have been fully complied with. Current business projections indicate that the covenants are expected to be complied with during the period twelve months after the reporting date.

The Group's debt facility includes a margin incentive linked to the achievement of sustainability targets that are aligned to the Group's sustainability strategy.

At 31 December 2025, the Group's revolving credit facility loans in use were at an interest margin of +1.90% (2024: +1.69%) on inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR).

Bank security

Bank overdrafts (including invoice discounting) and bank loans of €355,071,000 (2024: €250,962,000) are secured by cross guarantees and fixed and floating charges from Uniphar Plc and certain subsidiary undertakings.

11. Deferred contingent consideration

	2025 €'000	2024 €'000
At 1 January	39,182	75,061
Unwinding of discount	776	1,540
Recognised during the year	-	21,622
Utilised during the year	(24,997)	(16,454)
Released during the year	(5,704)	(39,247)
Arising on acquisition	1,443	-
Divestment	-	(4,446)
Foreign currency movement	(460)	1,106
At 31 December	10,240	39,182
Current	9,285	32,025
Non-current	955	7,157
Total deferred contingent consideration	10,240	39,182

Deferred contingent consideration

Deferred contingent consideration represents the present value of deferred contingent acquisition consideration which will become payable based on pre-defined performance thresholds being met. The deferred contingent consideration liability at 31 December 2025 was €10,240,000 (2024: €39,182,000). Estimation and judgement is exercised in determining the liability indicating that the final liability may be different to the amount provided. The deferred contingent consideration liability reflects management's best estimate of expected payments. Potential changes in key assumptions are not expected to have a material effect.

During the year payments of €24,997,000 (2024: €16,454,000) were made in respect of prior year acquisitions. Deferred contingent consideration of €5,704,000 (2024: €39,247,000) was released in the year and €nil (2024: €21,622,000) was recognised in the year following a review of expected performance against earn-outs. Further details on the measurement of deferred contingent consideration are provided in Note 16.

12. Provisions

	Lease dilapidation 2025 €'000	Warranty provision 2025 €'000	Other 2025 €'000	Total 2025 €'000	Total 2024 €'000
At 1 January	815	153	859	1,827	1,752
Recognised during the year	8	-	-	8	100
Released during the year	-	(38)	(796)	(834)	(80)
Foreign currency movement	-	(8)	(63)	(71)	55
At 31 December	823	107	-	930	1,827

Lease dilapidation

The lease dilapidation provision covers the cost of reinstating certain Group properties at the end of the lease term. This is based on the terms of the individual leases which set out the conditions relating to the return of property. The timing of the outflows will match the ending of the relevant leases with various dates up to 2049.

Warranty provision

The warranty provision relates to a product warranty provided to customers on certain medical devices. The estimated cost of the warranty is provided for upon recognition of the sale of the product. The costs are estimated based on actual historical experience of expenses incurred and on estimated future expenses related to current sales and are updated periodically. Actual warranty costs are charged against the warranty provision.

Other

Other provisions relate to a management retention bonus payable in relation to the acquisition of Uniphar Development, LLC in 2020 which was fully released in the year.

All provisions are classified as non‑current liabilities in the Balance Sheet. The lease dilapidation provision will be utilised on lease expiry dates up to 2049. The warranty provision is expected to be utilised within the next three years.

13. Leases

(i) Amounts recognised in the Balance Sheet

As at 31 December, the Balance Sheet shows the following amounts relating to leases:

	2025	2024
	€'000	€'000
Right-of-use assets:
Buildings	140,435	138,317
Plant and equipment	1,016	967
Motor vehicles	4,085	3,754
Net book value of right-of-use assets	145,536	143,038
Lease liabilities:
Current	22,334	22,580
Non-current	135,285	132,612
Total lease liabilities	157,619	155,192

Right-of-use assets are included in the line 'Property, plant and equipment, and right-of-use assets' on the Balance Sheet and are presented in Note 8.

Additions to the right-of-use assets during the year ended 31 December 2025 were €20,300,000 (2024: €52,300,000).

Disposals to the right-of-use assets during the year ended 31 December 2025 were €835,000 (2024: €21,480,000).

Expenses of €82,000 (2024: €270,000) relating to short-term leases, leases of low-value assets and variable lease payments were recognised in the Consolidated Income Statement.

Lease liabilities are presented separately on the face of the Balance Sheet.

(ii) Amounts recognised in the Income Statement:

The Income Statement shows the following amounts relating to leases:

	2025	2024
	€'000	€'000
Depreciation charge on right-of-use assets:
Buildings	13,204	15,462
Plant and equipment	430	235
Motor vehicles	2,320	2,472
Right-of-use assets depreciation charge	15,954	18,169
Interest expense on lease liabilities:
Interest expense on lease liabilities (Note 4)	4,403	5,323
Total interest expense in respect of lease liabilities	4,403	5,323

(iii) Amounts recognised in the Cash Flow Statement

The Cash Flow Statement shows the following amounts relating to leases:

	2025	2024
	€'000	€'000
Interest on lease obligations	6,942	7,235
Principal repayments	16,142	18,335
Total cash outflow in respect of leases	23,084	25,570

14.  Analysis of net debt

	2025	2024
	€'000	€'000
Cash and cash equivalents	183,697	102,992
Restricted cash	235	294
Total cash	183,932	103,286
Bank loans repayable within one year	-	(9,316)
Bank loans payable after one year	(355,071)	(241,646)
Bank loans	(355,071)	(250,962)
Net bank debt	(171,139)	(147,676)
Lease obligations	(157,619)	(155,192)
Net debt	(328,758)	(302,868)

15. Reconciliation of Operating Profit to cash flow from operating activities

	2025	2024
	€'000	€'000
Operating Profit before operating exceptional items	91,432	85,150
Cash related exceptional items	(9,645)	(9,006)
	81,787	76,144
Add back non-cash and/or non-operating expenses:
Depreciation	28,590	29,300
Amortisation	7,121	6,064
Changes in working capital:
Increase in inventory	(93,559)	(17,159)
Increase in receivables	(98,381)	(18,378)
Increase in payables	237,082	84,423
Other:
Share-based payment expense	3,766	2,944
Foreign currency translation adjustments	457	(522)
Cash inflow from operating activities	166,863	162,816

16. Financial instruments

Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

	Financial assets at FVOCI*	Financial assets at amortised cost	Total	Fair value
	€'000	€'000	€'000	€'000
Financial assets
31 December 2025:
Investments in equity instruments	25	-	25	25
Trade and other receivables **	-	307,569	307,569	307,576
Cash and cash equivalents	-	183,697	183,697	183,697
Restricted cash	-	235	235	235
	25	491,501	491,526	491,533

*   Fair value through other comprehensive income.

**  Excluding non-financial assets.

	Financial liabilities at FVTPL***	Financial liabilities at amortised cost	Total	Fair value
	€'000	€'000	€'000	€'000
Financial liabilities
31 December 2025:
Borrowings	-	355,071	355,071	355,071
Trade and other payables ****	-	773,246	773,246	773,246
Deferred contingent consideration	10,240	-	10,240	10,240
Lease liabilities	-	157,619	157,619	157,619
	10,240	1,285,936	1,296,176	1,296,176

***  Fair value through profit and loss.

**** Excluding non-financial liabilities.

Measurement of fair values

In the preparation of the financial statements, the Group finance department, which reports directly to the Chief Financial Officer (CFO), reviews and determines the major methods and assumptions used in estimating the fair values of the financial assets and liabilities which are set out below:

Investments in equity instruments

Investments in equity instruments are measured at fair value through other comprehensive income (FVOCI).

Trade and other receivables/trade and other payables

For receivables and payables with a remaining life of less than 12 months or demand balances, the carrying value less impairment provision where appropriate, is deemed to reflect fair value.

Cash and cash equivalents, including short-term bank deposits

For short-term bank deposits and cash and cash equivalents, all of which have a maturity of less than three months, the carrying amount is deemed to reflect fair value.

Interest-bearing loans and borrowings

For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than 6 months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than 6 months, the fair value is calculated based on the present value of the expected future principal and interest cash flows discounted at appropriate market interest rates (level 2) effective at the Balance Sheet date and adjusted for movements in credit spreads.

Deferred contingent consideration

The fair value of the deferred contingent consideration is calculated by discounting the expected future payment to the present value. The expected future payment represents the deferred contingent consideration which would become payable based on pre-defined performance thresholds being met and is calculated based on management's best estimates of the expected future cash outflows using current budget forecasts. The provision for deferred contingent consideration is principally in respect of acquisitions completed from 2018 to 2025. The deferred contingent consideration liability reflects management's assessment of the amount payable based on pre-defined performance thresholds being met.

The significant unobservable inputs are:

·      Expected future profit forecasts which have not been disclosed due to their commercial sensitivities; and

·      Risk adjusted discount rate of between 2.5% and 3.5% (2024: between 2.5% and 4.0%)

The estimated fair value would increase/(decrease) if the:

·      Expected future profit forecasts were higher/(lower); and

·      Risk adjusted discount rate was lower/(higher).

Management has performed a sensitivity analysis by applying reasonably possible changes to the above inputs, however it has been concluded these potential changes in key assumptions are not expected to have a material effect.

Fair value hierarchy

The following table sets out the fair value hierarchy for financial instruments which are measured at fair value.

	Level 1	Level 2	Level 3	Total
	€'000	€'000	€'000	€'000
Recurring fair value measurements
At 31 December 2025
Investments in equity instruments	-	-	25	25
Deferred contingent consideration	-	-	(10,240)	(10,240)
	-	-	(10,215)	(10,215)

There were no transfers between the fair value levels for recurring fair value measurements during the year. The Group's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the year ended 31 December 2025:

		Shares in unlisted companies	Deferred  contingent consideration	Total
		€'000	€'000	€'000
At 1 January 2025		25	(39,182)	(39,157)
Utilised during the year		-	24,997	24,997
Unwinding of discount*		-	(776)	(776)
Released during the year *		-	5,704	5,704
Arising on acquisition		-	(1,443)	(1,443)
Foreign currency movement		-	460	460
At 31 December 2025		25	(10,240)	(10,215)

* These amounts have been (charged)/credited to the Income Statement in finance (costs)/income.

Financial risk management

The Group's operations expose it to various financial risks. The Group has a risk management framework in place which seeks to limit the impact of these risks on the financial performance of the Group and it is the Group's policy to manage these risks in a non-speculative manner.

The Group has exposure to the following risks from its use of financial instruments: credit risk, liquidity risk, currency risk, interest rate risk and price risk. These consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's Annual Report.

Under the terms of the invoice discounting non-recourse agreement, the Group has transferred substantially all credit risk and control of certain trade receivables. The balance of the facility as at 31 December 2025 is €111,765,000 (2024: €111,765,000). The Group has recognised an asset within trade and other receivables of €16,765,000 (2024: €16,765,000), being the fair value of the amount receivable from the financial institutions, representing 15% of the trade receivables transferred to the financial institutions in accordance with the terms of the receivables purchase arrangement. The total interest expense associated with this receivables purchase agreement during the year ended 31 December 2025 was €3,777,000 (2024: €5,156,000).

17. Business Combinations

A key strategy of the Group is to extend the capabilities the Group can offer our customers. In line with this strategy, the Group completed the following acquisition during the financial year:

·      Touchstore Limited

The Group acquired 90% of the ordinary share capital of Touchstore Limited on 22 December 2025 and, on the same date, entered into a put and call option which would enable the Group to acquire the remaining 10% stake in exchange for cash consideration. This has been accounted under the 'anticipated acquisition' method with the combined 100% recognised as acquired from December 2025. Acquisition consideration recognised amounted to €10.2m of which €1.4m is payable based on agreed targets being met in respect of the put and call option on the remaining 10% shareholding. Touchstore Limited, an Irish based company, provides dispensing and retail management software to pharmacies across Ireland.

Goodwill is attributable to the future economic benefits arising from assets which are not capable of being individually identified and separately recognised. The significant factors giving rise to the goodwill include the value of the teams within the business acquired, the enhancement of the competitive position of the Group in the marketplace and the strategic premium paid by Uniphar Group to create the combined Group.

The fair value of the deferred contingent consideration recognised at the date of acquisition is calculated by discounting the expected future payment to present value at the acquisition date. In general, for deferred contingent consideration to become payable, pre-defined performance thresholds must be exceeded. On an undiscounted basis, the future payments for which the Group may be liable in respect of the acquisition completed in the current year is a range from €0.4m to €3.5m.

The initial assignment of fair values to net assets acquired has been performed on a provisional basis in respect of the acquisition completed during 2025, due to its recent acquisition date. The Group has 12 months from the date of acquisition to finalise the fair value of the assets/liabilities acquired, and any amendments to these fair values within the twelve-month period from the date of acquisition will be disclosable in the 2026 Annual Report as stipulated by IFRS 3, Business Combinations.

The acquisition completed in 2025 has contributed €nil to Revenue and €nil of Gross Profit for the year since the acquisition on 22 December 2025. The proforma Revenue and Operating Profit for the Group for the year ended 31 December 2025 would have been €3.1bn and €95m respectively had the acquisition been completed at the start of the current reporting year.

The provisional fair value of the assets and liabilities acquired as part of the acquisitions completed during the financial year are set out below:

	TouchStore
	€'000
ASSETS
Non-current assets
Intangible assets	6,214
Property, plant and equipment	61
	6,275
Current assets
Inventory	135
Trade and other receivables	980
Cash and cash equivalents	1,405
Corporation tax	194
	2,714
Total assets	8,989
LIABILITIES
Non-current liabilities
Deferred tax liability	777
	777
Current liabilities
Trade and other payables	1,824
Value added tax	228
	2,052
Total liabilities	2,829
Identifiable net assets acquired	6,160
Non-controlling interest arising on acquisition	-
Group share of net assets acquired	6,160
Goodwill arising on acquisition	4,040
Consideration	10,200

The gross contractual value of the trade and other receivables as at the date of acquisition amounted to €1.0m. The fair value of these receivables is estimated at €1.0m (all of which is expected to be recoverable).

In the period to 31 December 2025, the Group incurred acquisition costs of €0.2m relating to the acquisition completed during the period together with costs incurred on transactions currently under consideration. These have been included in administrative expenses in the Group Income Statement.

18. Post balance sheet events

There were no material events subsequent to 31 December 2025 that would require adjustment to or disclosure in this report.

19. Approval by the Board of Directors

The preliminary results announcement was approved by the Board of Directors on 23 February 2026.

Additional Information

ALTERNATIVE PERFORMANCE MEASURES

The Group reports certain financial measurements that are not required under IFRS. These key alternative performance measures (APMs) represent additional measures in assessing performance and for reporting both internally, and to shareholders and other external users. The Group believes that the presentation of these APMs provides useful supplemental information which, when viewed in conjunction with IFRS financial information, provides stakeholders with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group's operations.

None of these APMs should be considered as an alternative to financial measurements derived in accordance with IFRS. The APMs can have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of results as reported under IFRS.

The principal APMs used by the Group, together with reconciliations where the APMs are not readily identifiable from the financial statements, are as follows:

	Definition	Why we measure it
EBITDA & Adjusted EBITDA	Earnings before exceptional items, net finance expense, income tax expense, depreciation, intangible assets amortisation and share-based payment expense. Earnings before exceptional items, net finance expense, income tax expense, depreciation, intangible assets amortisation and share-based payment expense, adjusted for the impact of IFRS 16 and the pro-forma EBITDA of acquisitions (if any).	EBITDA provides management with an assessment of the underlying trading performance of the Group and excludes transactions that are not reflective of the ongoing operations of the business, allowing comparison of the trading performance of the business across periods and/or with other businesses. Adjusted EBITDA is used for leverage calculations.
Net bank debt	Net bank debt represents the net total of current and non-current borrowings, cash and cash equivalents, and restricted cash as presented in the Group Balance Sheet.	Net bank debt is used by management as an input into the Group's current leverage calculation which management will consider when evaluating investment opportunities, potential acquisitions, and internal resource allocation.
Net debt	Net debt represents the total of net bank debt, plus current and non-current lease obligations as presented in the Group Balance Sheet.	Net debt is used by management as it gives a complete picture of the Group's debt including the impact of lease liabilities recognised under IFRS 16.
Leverage	Net bank debt divided by adjusted EBITDA for the period.	Leverage is used by management to evaluate the Group's ability to cover its debts. This allows management to assess the ability of the Company to use debt as a mechanism to facilitate growth.
Adjusted Operating Profit	This comprises Operating Profit as reported in the Group Income Statement before amortisation of acquired intangible assets and exceptional items (if any).	Adjusted Operating Profit is used to assess the underlying operating performance excluding the impact of non-operational items. This is a key measure used by management to evaluate the businesses' operating performance.
Adjusted Earnings per Share & Like-for-Like Adjusted Earnings per Share	This comprises profit for the financial period attributable to owners of the parent as reported in the Group Income Statement before exceptional items (if any), amortisation of acquisition related intangibles (and related tax thereon) and share-based payment expense, divided by the weighted average number of shares in issue in the period. Like-for-like Adjusted Earnings per Share is calculated for both the current and prior period by dividing the profit of the relevant period attributable to owners of the parent as reported in the Group Income Statement before exceptional items (if any), amortisation of acquisition related intangibles and share-based payment expense, by the weighted average number of shares in issue in the current period.	Adjusted EPS is used to assess the after-tax underlying performance of the business in combination with the impact of capital structure actions on the share base. This is a key measure used by management to evaluate the businesses operating performance, generate future operating plans, and make strategic decisions. Like-for-like Adjusted EPS is used to assess the after-tax underlying performance of the business assuming a constant share base.
Free cash flow conversion	Free cash flow conversion is calculated as EBITDA, less investment in working capital, less maintenance capital expenditure, less principal and interest payments on leases, and foreign currency translation adjustments, divided by EBITDA.	Free cash flow represents the funds generated from the Group's ongoing operations. These funds are available for reinvestment, and for future acquisitions as part of the Group's growth strategy. A high level of free cash flow conversion is key to maintaining a strong, liquid balance sheet.
Return on Capital Employed (ROCE)	ROCE is calculated as the 12 months rolling Operating Profit before the impact of exceptional costs and amortisation of acquisition related intangibles, expressed as a percentage of the adjusted average capital employed for the same period. The average capital employed is adjusted to ensure the capital employed of acquisitions and divestments completed during the period is appropriately time apportioned.	This measure allows management to monitor business performance, review potential investment opportunities and the allocation of internal resources.

EBITDA

		2025 €'000	2024 €'000
Operating Profit	Income Statement	76,875	81,989
Exceptional charge recognised in Operating Profit	Note 3	14,557	3,161
Amortisation	Note 7	7,121	6,064
Depreciation	Note 8	28,590	29,300
Share-based payment expense		3,766	2,944
EBITDA		130,909	123,458

Adjust for the impact of IFRS 16		(20,310)	(22,977)
Adjusted EBITDA		110,599	100,481

Net bank debt

		2025 €'000	2024 €'000
Cash and cash equivalents	Balance Sheet	183,697	102,992
Restricted cash	Balance Sheet	235	294
Bank loans repayable within one year	Balance Sheet	-	(9,316)
Bank loans payable after one year	Balance Sheet	(355,071)	(241,646)
Net bank debt		(171,139)	(147,676)

Net debt

		2025 €'000	2024 €'000
Net bank debt	Alternative Performance Measures	(171,139)	(147,676)
Current lease obligations	Balance Sheet	(22,334)	(22,580)
Non-current lease obligations	Balance Sheet	(135,285)	(132,612)
Net debt		(328,758)	(302,868)

Leverage

		2025 €'000	2024 €'000
Net bank debt	Alternative Performance Measures	(171,139)	(147,676)
Adjusted EBITDA	Alternative Performance Measures	110,599	100,481
Leverage (times)		1.55	1.47

Adjusted Operating Profit

		2025		2024
		€'000		€'000
Operating Profit	Income Statement	76,875		81,989
Amortisation of acquisition related intangibles		3,371		3,428
Exceptional charge recognised in Operating Profit	Note 3	14,557		3,161
Adjusted Operating Profit		94,803		88,578

Adjusted Earnings per Share

	2025 €'000	2024 €'000
Adjusted Earnings per Share has been calculated by reference to the following:
Profit for the financial year attributable to owners	51,088	64,203
Exceptional charge/(credit) recognised in Income Statement (Note 3)	7,141	(14,345)
Amortisation of acquisition related intangibles	3,371	3,428
Tax credit on acquisition related intangibles	(351)	(380)
Share-based payments expense	3,766	2,944
Profit after tax excluding exceptional items	65,015	55,850
Weighted average number of shares in issue in the year (000's)	261,821	273,015
Dilutive effect of options (000's)	3	-
Denominator of diluted Adjusted Earnings per Share (000's)	261,824	273,015
Adjusted Basic and Diluted Earnings per Ordinary Share (in cent)
Basic	24.8	20.5
Diluted	24.8	20.5
Like-for-like weighted average number of shares (000's)	261,821	261,821
Like-for-like Adjusted Earnings per Ordinary Share (in cent)	24.8	21.3

Free cash flow conversion

		2025 €'000	2024 €'000
EBITDA	Alternative Performance Measures	130,909	123,458
Increase in inventory	Note 15	(93,559)	(17,159)
Increase in receivables	Note 15	(98,381)	(18,378)
Increase in payables	Note 15	237,082	84,423
Foreign currency translation adjustments	Note 15	457	(522)
Payments to acquire property, plant and equipment - Maintenance	Cash Flow Statement	(9,771)	(10,911)
Payments to acquire intangible assets - Maintenance	Cash Flow Statement	(15,291)	(6,172)
Payments on leases - principal and interest	Note 13	(23,084)	(25,570)
Free cash flow		128,362	129,169
Adjustment for settlement of acquired financial liabilities*		1,342	1,120
		129,704	130,289
EBITDA		130,909	123,458
Free cash flow conversion		99.1%	105.5%

*The adjustment to free cash flow ensures that payments made after an acquisition to settle loans with former shareholders of acquired companies, or other similar financial liabilities, are excluded from the movement in payables in the free cash flow conversion calculation.

Return on Capital Employed

	2025 €'000	2024 €'000	2023 €'000
Rolling 12 months Operating Profit	76,875	81,989	67,708
Adjustment for exceptional costs	14,557	3,161	10,047
Amortisation of acquisition related intangibles	3,371	3,428	3,341
Adjusted 12 months rolling Operating Profit	94,803	88,578	81,096
Total equity	405,166	401,881	333,620
Net bank debt	171,139	147,676	149,947
Deferred contingent consideration (Note 11)	10,240	39,182	75,061
Deferred consideration payable	-	-	100
Total capital employed	586,545	588,739	558,728
Average capital employed	587,642	573,734
Adjustment for acquisitions and divestments (Note A / B below)	(4,971)	10,883
Adjusted average capital employed	582,671	584,617
Return on Capital Employed	16.3%	15.2%

Note A: Adjustment for acquisition (2025)	Capital employed €'000	Completion Date	Adjustment €'000
TouchStore	9,943	December 2025	(4,971)
Adjustment for acquisition during 2025			(4,971)

Note B: Adjustment for divestments (2024)	Capital employed €'000	Completion Date	Adjustment €'000
Inspired Insight, LLC	21,834	December 2024	10,917
Duffy's Medical Hall Limited	100	March 2024	(34)
Adjustment for divestments during 2024			10,883

The adjustment ensures that the capital employed of acquisitions and divestments completed during the period are appropriately time apportioned to align with the corresponding periods for adjusted Operating Profit. These adjustments include cash consideration, deferred and deferred contingent consideration, debt acquired/disposed, cash acquired/disposed, and any cash impact of shareholder loans or other similar financial liabilities repaid post-acquisition.

 

END