The English version of the separate financial statements represents a translation of the original separate financial statements issued in Romanian language MED LIFE S.A. SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31 st , 2025 PREPARED IN ACCORDANCE WITH THE ORDER OF THE MINISTER OF PUBLIC FINANCE NUMBER 2844/2016 FOR THE APPROVAL OF ACCOUNTING REGULATIONS IN COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING AND STANDARDS
The English version of the separate financial statements represents a translation of the original separate financial statements issued in Romanian language Name of the issuing company: Med Life S.A. Registered Office: Bucharest, 365 Calea Griviței, District 1, Romania Fax no.: 0040 374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J1996003709402 EUID: ROONRC.J1996003709402 Subscribed and paid-in share capital: RON 132,870,492 Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category CONTENTS: PAGE: STATEMENT OF FINANCIAL POSITION 2 STATEMENT OF COMPREHENSIVE INCOME 3 STATEMENT OF CASH FLOWS 4 STATEMENT OF CHANGES IN EQUITY 5 – 6 NOTES TO THE SEPARATE FINANCIAL STATEMENTS 7 – 56
MED LIFE S.A. STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 2 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language December 31, December 31, ASSETS Note 2025 2024 Non-current Assets Goodwill 4.1 2,317,559 - Intangible assets 5 26,807,829 22,636,493 Property, plant and equipment 5 393,269,961 374,993,545 Right-of-use asset 13 45,483,799 48,844,012 Investment in subsidiaries 4.2 558,782,708 507,838,848 Other financial assets 4.3 17,540,394 16,932,943 Total Non-Current Assets 1,044,202,250 971,245,841 Current Assets Inventories 6 17,543,742 15,320,875 Trade Receivables 7.1 110,652,961 97,162,994 Loans granted to related parties 23 202,055,486 190,295,292 Other assets 7.2 30,878,055 25,135,616 Cash and cash equivalents 8 18,652,611 15,335,770 Prepayments 9 2,878,220 3,422,223 Total Current Assets 382,661,074 346,672,770 TOTAL ASSETS 1,426,863,324 1,317,918,611 LIABILITIES & SHAREHOLDER’S EQUITY Non-Current Liabilities Lease liability 13, 14 28,898,363 27,066,810 Interest-bearing loans and borrowings 14 665,239,788 582,827,132 Deferred tax liability 24 17,158,204 16,292,837 Total Non-Current Liabilities 711,296,355 626,186,779 Current Liabilities Trade and other payables 10 231,624,137 207,442,240 Overdraft 14 10,197,000 9,948,200 Current portion of lease liability 13 19,561,979 24,096,539 Current portion of interest-bearing loans and borrowings 14 32,718,945 58,861,845 Loans received from related parties 23 27,511,948 18,351,571 Current tax liabilities 24 2,170,523 2,256,090 Provisions 12 3,050,881 4,769,204 Other liabilities 11 29,346,850 20,348,388 Total Current Liabilities 356,182,263 346,074,077 TOTAL LIABILITIES 1,067,478,618 972,260,856 SHAREHOLDER’S EQUITY Share capital and Share premium 15 132,562,337 132,562,337 Treasury shares 15 (3,227,055) (1,760,729) Reserves 16 149,254,871 142,816,514 Retained earnings 80,794,553 72,039,633 TOTAL EQUITY 359,384,706 345,657,755 TOTAL LIABILITIES AND EQUITY 1,426,863,324 1,317,918,611 Mihail Marcu, Alina-Oana Irinoiu-Titu, CEO CFO
MED LIFE S.A. STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 3 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Note 2025 2024 Revenue from contracts with customers 17 779,671,690 716,937,391 Other operating income 18.1 2,338,368 839,144 Dividend income 18.2 24,943,785 26,421,834 Operating Income 806,953,843 744,198,369 Consumable materials and repair materials (98,997,413) (95,328,405) Third party expenses 19 (287,112,526) (259,284,776) Salaries and related expenses 21 (222,798,996) (203,211,206) Social contributions 21 (8,520,524) (7,860,000) Depreciation and amortization 5, 13 (74,273,059) (67,686,546) Impairment losses and gains (including reversals of impairment losses) 7 (2,690,986) (3,132,852) Impairment of fixed assets 5 - (377,870) Other operating expenses 20 (53,009,815) (44,722,691) Operating expenses (747,403,319) (681,604,346) Operating Profit 59,550,524 62,594,023 Finance income 22 12,899,548 13,005,328 Finance cost 22 (38,114,774) (45,812,946) Other financial expenses 22 (17,471,236) (405,508) Financial result (42,686,462) (33,213,126) Profit Before Tax 16,864,061 29,380,897 Income tax credit/(expense) 24 (8,109,141) (6,884,566) Profit After Tax 8,754,920 22,496,331 Other comprehensive income items that will not be reclassified to profit or loss Revaluation of land and buildings 16 5,764,642 - Deferred tax on other comprehensive income components 24 (922,342) - TOTAL OTHER COMPREHENSIVE INCOME 4,842,300 - TOTAL COMPREHENSIVE INCOME 13,597,221 22,496,331 12 months ended December 31, Mihail Marcu, Alina-Oana Irinoiu-Titu, CEO CFO
MED LIFE S.A. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 4 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Note 2025 2024 Profit before tax 16,864,061 21,883,297 Adjustments for Depreciation and amortization 5, 13 74,273,059 67,686,546 Interest expense 22 38,114,774 45,812,946 Dividends 18.2 (24,943,785) (26,421,834) Net Gain on disposal of business and investments 18.1 (172,718) 112,406 Impairment losses (including reversals of impairment losses) 7 2,690,986 3,132,852 Share-based payment expense 21 1,596,057 - Movements in provisions 12 (1,718,323) 1,978,780 Other non-monetary gains 18 - (4,946,786) Unrealized exchange (gain) / loss 22 17,495,797 411,846 Interest income 22 (12,899,548) (13,005,328) Operating cash flow before working capital changes 111,300,361 96,644,724 Decrease / (increase) in accounts receivable (1,267,651) 19,133,553 Decrease / (increase) in inventories (2,192,123) (938,856) Decrease / (increase) in prepayments 544,003 (2,194,209) Increase / (decrease) in accounts payable 10,737,085 15,853,442 Cash generated from working capital changes 7,821,314 31,853,930 Cash generated from operations 119,121,674 128,498,655 Income tax paid 24 (8,251,684) (5,339,059) Dividends received from subsidiaries 18.2 4,459,492 1,399,080 Interest paid 14 (33,161,224) (39,523,222) Net cash from operating activities 82,168,259 85,035,454 Purchase of investments 4 (18,748,439) (3,312,600) Purchase of intangible assets 5 (1,981,943) (5,766,378) Purchase of property, plant and equipment 5 (50,324,135) (41,162,881) Proceeds from the transfer of business under common control (sale of Stomatology Division) 7.2 - 1,000,000 Loans granted to intercompany 23 (30,390,074) (12,008,484) Net cash used in investing activities (101,444,591) (61,250,343) Cash flow from financing activities Payment of loans 14 (27,688,946) (46,645,983) Lease payments (IFRS 16) 14 (30,100,411) (29,573,610) Consideration paid for transfer of business 14 (2,550,000) - Proceeds from loans 14 68,332,320 50,567,427 Payments for purchase of treasury shares 15 (1,466,326) (1,078,835) Increase/ (Decrease) from loans obtained from Group Companies 23 16,066,536 8,080,144 Net cash from/(used in) financing activities 22,593,173 (18,650,857) Net change in cash and cash equivalents 3,316,841 5,134,254 Cash and cash equivalents beginning of the period 8 15,335,770 10,201,516 Cash and cash equivalents end of the period 18,652,611 15,335,770 12 months ended December 31, Mihail Marcu, Alina-Oana Irinoiu-Titu, CEO CFO
MED LIFE S.A. STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 5 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Share Capital Treasury shares Share premium Legal reserves and other reserves Revaluation Reserve Accumulated Results Total Equity Balance at December 31, 2024 132,870,492 (1,760,729) (308,155) 36,352,005 106,464,509 72,039,633 345,657,755 Profit of the year - - - - - 8,754,920 8,754,920 Gain/loss from revaluation of Land and Buildings (Note 5) - - - - 5,764,642 - 5,764,642 Deferred tax related to other comprehensive income (Note 26) - - - - (922,342) - (922,342) Stock option plan (Note 21) - - - 1,596,057 - - 1,596,057 Total comprehensive income - - - 1,596,057 4,842,300 8,754,920 15,193,277 Increase from own shares acquisition (Note 15) - (1,466,326) - - - - (1,466,326) Balance as at December 31, 2025 132,870,492 (3,227,055) (308,155) 37,948,062 111,306,809 80,794,553 359,384,706 Mihail Marcu, Alina-Oana Irinoiu-Titu, CEO CFO
MED LIFE S.A. STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 6 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Share Capital Treasury shares Share premium Legal reserves and other reserves Revaluation Reserve Accumulated Results Total Equity Balance at December 31, 2023 132,870,492 (681,894) (308,155) 35,227,339 106,464,509 50,667,969 324,240,260 Profit of the year - - - - - 22,496,330 22,496,330 Total comprehensive income - - - - - 22,496,330 22,496,330 Recognition of other reserves for fiscal purposes (legal reserves) (Note 16) - - - 1,124,666 - (1,124,666) - Increase from own shares acquisition (Note 15) - (1,078,835) - - - - (1,078,835) Balance as at December 31, 2024 132,870,492 (1,760,729) (308,155) 36,352,005 106,464,509 72,039,633 345,657,755 Mihail Marcu, Alina-Oana Irinoiu-Titu, CEO CFO
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 7 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 1. DESCRIPTION OF THE BUSINESS Med Life S.A. (or the “Company”) is a joint-stock company incorporated in 1996, in accordance with the Romanian laws and regulations, with registered office in 365 Calea Grivitei, Bucharest, having a share capital of RON 132,870,492, and a nominal share value of RON 0.25. The Company’s activity resides in the performance of healthcare services activities through medical centres located in Bucharest, Cluj, Braila, Timisoara, Iasi, Galati, Ploiesti, Constanta, Targu Mures and others. Med Life S.A. is the parent company of the MedLife Group (“MedLife Group” or the “Group”). MedLife Group is the leading health care services providers in Romania in terms of sales, having a significant market share at national level. 2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) 2.1 Changes in accounting policy and disclosures The accounting policies adopted are consistent with those of the previous financial year except for the following IFRS and amendments to IFRS which have been adopted by the Company as of 1 January 2025:  IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments) The newly adopted IFRS and amendments to IFRS did not have a material impact on the Company’s accounting policies.  IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments) Effective 1 January 2025, the Company has applied the amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability. The amendments clarify how an entity assesses whether a currency is exchangeable and how to determine the spot exchange rate when exchangeability is lacking. A currency is considered exchangeable when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism that creates enforceable rights and obligations. Where a currency is not exchangeable, an entity is required to estimate the spot exchange rate at the measurement date so that it reflects the rate at which an orderly exchange transaction would take place between market participants under the prevailing economic conditions at that date. The application of these amendments did not have a significant impact on the Company’s financial statements, as the Company conducts the majority of its transactions in its functional currency, RON, and also reports in that currency, and is not exposed to jurisdictions in which the currency is considered non-exchangeable. 2.2 Standards issued, endorsed by the European Union, but not yet effective and not early adopted  Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments The amendment is effective as of 1 January 2026 and is issued by issued by IASB on 30 May 2024. Amendments clarify the classification of financial assets with environmental, social and corporate governance (ESG) and similar features. Amendments also clarify the date on which a financial asset or financial liability is derecognised and introduce additional disclosure requirements regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The amendments are not effective for the reporting of the Company’s 2025 financial statements, however the Company anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application  Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity The amendment is effective as of 1 January 2026 and is issued by IASB on 18 December 2024. The own-use requirements in IFRS 9 are amended to include the factors an entity is required to consider when applying IFRS 9:2.4 to contracts to buy and take delivery of renewable electricity for which the source of production of the electricity is nature-dependent. The hedge accounting requirements in IFRS 9 are amended to permit an entity using a contract for nature-dependent renewable electricity with specified characteristics as a hedging instrument to designate a variable volume of forecast electricity transactions as the hedged item if specified criteria are met and to measure the hedged item using the same volume assumptions as those used for the hedging instrument. Amendments to IFRS 7 and IFRS 19 to introduce disclosure requirements about contracts for nature-dependent electricity with specified characteristics. The amendments are not effective for the reporting of the Company’s 2025 financial statements, however the Company anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application • Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 – Annual Improvements to IFRS Accounting Standards – Volume 11 On 18 July 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards – Volume 11, which include amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7. These amendments contain clarifications and minor modifications regarding, among other things, hedge accounting for first-time adopters of IFRS, disclosures related to financial instruments and credit risk, derecognition of lease liabilities, the assessment of control in the context of a de facto agent, and certain aspects relating to the statement of cash flows. The amendments are effective for annual reporting periods beginning on or after 1 January 2026 and have been endorsed for use in the European Union. The Company has not early adopted these amendments in its financial statements as at 31 December 2025.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 8 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language The amendments are not effective for the reporting of the Company’s 2025 financial statements; however, the Company anticipates that the adoption of these new standards and amendments to existing standards will not have any significant impact on the Company’s financial statements in the period of initial application. • The amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates The standard requires translation from a non-hyperinflationary functional currency into a hyperinflationary presentation currency at the closing rate. An entity whose functional currency and presentation currency are the currency of a hyperinflationary economy restates the comparative amounts of a foreign operation, whose functional currency is that of a non-hyperinflationary economy, by applying the general price index in accordance with paragraph 34 of IAS 29 Financial Reporting in Hyperinflationary Economies to the foreign operation’s comparative figures. The amendments are intended to improve the usefulness of the resulting information in a cost-effective manner. The amendments apply for annual reporting periods beginning on or after 1 January 2027, earlier application is permitted. The standard has not yet been endorsed by the European Union, however the Company anticipates that the adoption of these new standard and amendment to the existing standard will have no material impact on the financial statements of the Company in the period of initial application. 2.3 Standards that are not yet effective and that have not yet been endorsed by the European Union  Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the European Union, however the Company anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application.  IFRS 18 Presentation and Disclosures in Financial Statements The amendment which is effective as of 1 January 2027 and is issued by IASB on 9 April 2024 will replace IAS 1 Presentation of Financial Statements. Standard introduces three sets of new requirements to improve companies’ reporting of financial performance and give investors a better basis for analysing and comparing companies. The main changes in the new standard compared with IAS 1 comprise: (a) The introduction of categories (operating, investing, financing, income tax and discontinued operations) and defined subtotals in the statement of profit or loss; (b) the introduction of requirements to improve aggregation and disaggregation; (c) The introduction of disclosures on Management-defined Performance Measures (MPMs) in the notes to the financial statements. The amendments have not yet been endorsed by the European Union, however the Company is currently assessing the potential impact of the adoption of these new standards and amendments to the existing standards on the financial statements of the Company in the period of initial application.  IFRS 19 Subsidiaries without Public Accountability: Disclosures The standard is issued by IASB on 9 May 2024 and is effective starting 1 January 2027 . Standard permits a subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements. IFRS 19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that elect to apply it. The standard has not yet been endorsed by the European Union, however the Company anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application. • IFRS 14 – Regulatory Deferral Accounts The standard is effective as of 1 January 2016 and was issued by the IASB on 30 January 2014. IFRS 14 permits first-time adopters of IFRS to continue recognizing regulatory deferral account balances in accordance with their previous GAAP upon transition to IFRS. However, it requires these balances to be presented separately in the financial statements and prohibits recognizing new regulatory deferral account balances after the transition date. The standard does not apply to entities that have already adopted IFRS. It includes disclosure requirements to enhance transparency regarding the nature and financial effects of regulatory deferral accounts. IFRS 14 has not been endorsed by the European Union, and the Company does not expect its adoption to have any impact on the financial statements, as the Company is not a first-time adopter of IFRS. 3. MATERIAL ACCOUNTING POLICIES The separate financial statements of the Company have been prepared in accordance with the provisions of Order No. 2844 / 2016, for the approval of accounting regulations in accordance with International Financial Reporting Standards applicable to commercial companies whose securities are admitted to trading on a regulated market, with subsequent amendments and clarifications („OMFP 2844/2016). 3.1 Statement of compliance The Company also prepares consolidated financial statements in accordance with IFRS as endorsed by the EU, which are
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 9 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language available on the Company’s website. The accounting policies applied in these financial statements are the same as those applied in the Company’s annual separate financial statements as at and for the year ended 31 December 2024, except for the adoption of new standards effective as of January 1st 2025. The financial year corresponds to the calendar year. Basis of preparation The financial statements of the Company are presented in RON (“Romanian Leu”), using going concern principles. The financial statements have been prepared on the historical cost basis, except for certain items that have been measured at fair value, such as certain non-current assets and financial instruments, as presented in the notes to the financial statements. 3.2 Going Concern These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Moreover, the Company is on a net current assets position (defined as current assets minus current liabilities) of RON 26,478,812 (as of 31 December 2024: RON 598,693). The Company will continue its activity according to the normal course of business in the foreseeable future without encountering the impossibility of continuing its activity or without the significant decrease of its activity. For the purposes of assessing liquidity and going concern, the Company has modelled scenarios reflecting suitable assumptions over the next 12–month period that serve to inform the decisions the Company takes regarding future cost savings, cash generation, debt covenants and levels of investment. The Company’s financial performance to date in 2026 across all revenue streams has been in line with the modelled scenarios. In respect of the ongoing war in Ukraine, the Company does not own subsidiaries and affiliated entities on the territory of Ukraine, nor does it have any other relevant exposures in the countries directly involved in this conflict. From an operational point of view, the purchases of energy and natural gas are mainly made from the domestic market; availability, provenance and delivery of resources could be influenced by the dynamics of the conflict from region. During 2026, geopolitical tensions in the Middle East increased following the escalation of the situation involving Iran and other regional and international actors. These developments have contributed to volatility in global financial markets, particularly in relation to energy prices, international trade and supply chains. The Company has not identified any direct exposure to Iran or other significant impacts on its financial position, financial performance or cash flows. Following the increase in the syndicated loan facility signed on 25 March 2025, the Company secured access to an additional facility of EUR 50 million at Group level, of which a portion has been utilized during 2025, while the remaining amount continues to be available for future drawdowns. Together with the Company’s existing liquidity, these facilities provide financial flexibility to support potential acquisition opportunities as well as ongoing organic development projects. All measures taken have been decided upon having in mind the Company’s strategy to better position itself to all the new market changes, on the long term. As a consequence, the management focused on increasing efficiency of its operations in order to obtain better flexibility over capitalizing market opportunities. Based on the Company’s current financial position and the modelled scenarios, the directors have concluded that the Company has sufficient liquidity to meet all its obligations for at least the twelve months from the date of this report and the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements. 3.3 Significant judgements, estimates and assumptions The preparation of the financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as of the date of the statement of financial position and revenue and expenses for the period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. 3.4.1. Judgements In the process of applying the Company’s accounting policies, the following judgments were made, particularly in respect to the following: Determining the lease term of contracts with renewal and termination options – Med Life S.A as a lessee The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company has lease contracts which include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. When determining the lease term to be used for the measurement of the lease, the
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 10 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Company takes into account all the relevant facts and circumstances that create an economic incentive for exercising either the extension or termination option of the lease term. For leases of buildings, vehicles and equipment, the following factors are normally the most relevant: - If there are significant penalty payments to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate). - If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate). - Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset. - If the Company considers that some of the lease agreement shall be terminated earlier, then the assumption of the tenor shall be reassessed accordingly in order to fairly represent the management’s view of the leased asset’s impact to the financial statements. - In case of lease term in relation to indefinite lease contracts the assumption applied was that the lease term will be similar to other contracts signed with the same provider or based on the relevant period beyond which the exercise of any option becomes uncertain. The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. Please see note 13. Cash generating units (CGUs) Management exercises judgement in determining the appropriate level of companying assets into CGUs, based on the fact that they share significant common infrastructure. 3.4.2. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. Revaluation of Land and Buildings The Company accounts for land and buildings using the fair value approach, based on market comparative valuations performed by certified ANEVAR professionals, in accordance with the International Valuation Standards. IAS 16 requires valuations to be performed with sufficient regularity as to ensure that the fair value does not materially differ from the carrying amount. Upon revaluation, the Company is reviewing the classification of property, plant and equipment into categories, taking into account their nature, use, and characteristics, in order to ensure an appropriate classification. The review of the classification aims to faithfully reflect the nature and use of the assets in the separate financial statements, while also avoiding the selective revaluation of individual assets. The revaluation is applied to the entire category of property, plant and equipment in accordance with IAS 16. As of 31 December 2025, the Company has performed revaluation procedures of land and buildings, please see Note 5 for further information, as well as Note 26 for the impact recognized in Deferred Tax. Impairment of non-financial assets The Company bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Company’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of six years. A long-term growth rate is calculated and applied to project future cash flows after the sixth year. Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF (discounted cash flow) model. The cash flows are derived from the budget for the next six years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with definite or indefinite useful lives recognised by the Company. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in notes. Allowance for expected credit losses of trade receivables The Company always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date. In determining adjustments for impairment of receivables, management incorporates forward-looking information,
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 11 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language exercises professional judgement and uses estimates and assumptions. Estimation of expected credit risk losses involved forecasting future macroeconomic conditions for the next year, adjusted to the average for 2026-2027 period in terms of three indicators: GDP growth, unemployment rate and inflation rate. More details on the provision matrix can be found in note 7 dedicated to receivables. Allowance for expected credit losses of intercompany loans In case of loans granted to related parties and other receivables with related parties, the Company considers that at the reporting date, the credit risk has not increased significantly since initial recognition, and measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. For loans granted to related parties and trade and other receivables, the loss in allowance determined as of 31 December 2025 was not material and no allowance for expected credit loss in relation to loans grated to related parties was recorded. Provision for litigation Provisions for litigation are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation (legal or constructive) arising from past events, and a reliable estimate can be made of the obligation. Management assesses ongoing litigation cases based on the information available at the reporting date, including legal advice and historical outcomes. The provision for litigation is estimated by evaluating the likelihood of unfavourable outcomes and the associated financial impact. Due to the inherent uncertainty in litigation, actual outcomes may differ from the estimates made, potentially resulting in adjustments to the provision in future reporting periods. Please see note 12 for further details. 3.4 Foreign currency and translation Presentation currency These financial statements are presented in Romanian Leu (“RON”), which is the currency of the primary economic environment in which the Company operates (its “functional currency”). The exchange rates, as announced by the National Bank of Romania, on December 31, 2025 were RON 5.0985 for EUR 1 (December 31, 2024: RON 4.9741 for EUR 1), RON 0.2580 for 1 MDL (December 31, 2024: RON 0.2576 for 1 MDL), respectively RON 1.3250 for HUF 100 (December 31, 2024: RON 1.2106 for HUF 100). The average exchange rates for the 12-month period 2025 were RON 5.0415 for EUR 1 (12 months 2024: RON 4.9746 for 1 EUR), RON 0.2573 for 1 MDL (12-month 2024: RON 0.2584 for 1 MDL), respectively RON 1.2681 for HUF 100 (12 months 2024: RON 1.2586 for HUF 100). Translation of foreign currencies Transactions in foreign currencies are initially recorded at the respective functional currency exchange rate valid at the time of the transaction. Foreign currency monetary assets and liabilities are translated into the functional currency at rates of exchange ruling at the reporting date. The foreign exchange differences arising on these translations are recognised as other financial income/expense in the income statement. 3.5 Property, plant and equipment Property, plant and equipment under the revaluation model Land and buildings held for use in the supply of services, or for administrative purposes, are stated in the statement of financial position at their fair value, being the revalued amount at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses, if any. The value of land and buildings owned presented in these financial statements is based on the valuation reports which were prepared as of December 31, 2025 by independent valuators certified by ANEVAR. The following steps were taken to estimate the fair value of the assets: analysis of assets subject to valuation; the evaluation approaches and the valuation methods applied were based on the category of assets analysed, their location, their characteristics, specific market information; application of appropriate valuation methods for each asset category (i.e. land and buildings) subject to evaluation and estimation of the fair value of the assets analysed at the valuation date, 31 December 2025. The previous revaluation of land and buildings was prepared as of December 31, 2022. Valuations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value. Accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. A revaluation surplus is recorded in OCI and credited to the asset revaluation surplus in equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognised in profit or loss, the increase is recognised in profit and loss. A revaluation deficit is recognised in the statement of profit or loss, except to the extent that it offsets an existing surplus on the same asset recognised in the asset revaluation surplus. The Company transfers the revaluation surplus included in equity in respect of an item of property, plant and equipment directly to retained earnings when the asset is derecognised (i.e., retired or disposed of). Property, plant and equipment using the cost model Leasehold improvements fall in this category and are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised on a straight-line basis over the estimated useful life. The estimated useful life for this type of asset is usually over the life of the lease, considering any potential contract prolongations.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 12 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Installations and equipment are also stated at cost, less accumulated depreciation and accumulated impairment losses, if any. Assets under construction are recorded at cost, less accumulated impairment losses and depreciated once they become available for use. An item of property, plant and equipment is initially recorded at cost. Cost includes all costs necessary to bring the asset to working condition for its intended use. This includes not only its original purchase price, but also costs of site preparation, delivery and handling, installation, related professional fees for architects and engineers, and the estimated cost of dismantling and removing the asset and restoring the site, if the case. Proceeds from selling items produced while bringing an item of property, plant and equipment to the location and condition necessary for it to be capable of operating in the manner intended by management are not deducted from the cost of the item of property, plant and equipment, but recognised in profit or loss. An entity evaluates under the recognition principle all its property, plant and equipment costs at the time they are incurred. These costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, or replace part of it. A condition of continuing to operate an item of property, plant and equipment may be performing regular major inspections for faults regardless of whether parts of the item are replaced. Costs with capital repairs are included in the carrying amount of the asset when it is probable that future economic benefits above the initially evaluated standard of performance of the existing asset will be transferred to the Company. Capital repairs are depreciated over the remaining useful period of the respective asset. When each major inspection is performed, its cost is recognised in the carrying amount of the item of property, plant and equipment as a replacement if the recognition criteria are satisfied. Any remaining carrying amount of the cost of the previous inspection (as distinct from physical parts) is derecognised. This occurs regardless of whether the cost of the previous inspection was identified in the transaction in which the item was acquired or constructed. If necessary, the estimated cost of a future similar inspection may be used as an indication of what the cost of the existing inspection component was when the item was acquired or constructed. Expenses for repairs and maintenance are recognized in the profit or loss account when incurred. In case of replacements, cost includes the cost of replacing part of the plant or equipment when that cost meets the recognition criteria. If an item of property, plant and equipment consists of several components with different estimated useful lives, the individual significant components are depreciated over their individual useful lives. Items such as spare parts, stand-by equipment and servicing equipment are recognised as property, plant and equipment when they meet the definition, considering the aggregation and materiality criteria. Otherwise, such items are classified as inventory. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Estimated useful lives, residual values and depreciation method are reviewed at the end of each year, and the effects of changes in estimates are recorded prospectively. The following useful lives are used in the calculation of depreciation: Years Buildings 10 – 50 years Leasehold improvements Term of the expected lease term or useful life if shorter Plant and equipment 3 – 15 years Fixtures and fittings 3 – 15 years An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised. 3.6 Intangible assets Intangible assets acquired separately are measured at initial recognition at cost. Following initial recognition, intangible assets are stated at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Internally generated intangibles (excluding capitalised development costs for IT applications, capitalised costs for website development or capitalised costs related to research and development projects for medical purposes) are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 13 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Company's intangible assets are represented by software licenses, concessions, patents and other intangible assets that are amortized on a straight-line basis over a period of 3 years. Please see Note 5. An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss when the asset is derecognized. Impairment of non-financial assets At the end of each reporting period, the Company reviews whether there is an indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest company of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets that are not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. The Company bases its impairment calculation on most recent budgets and forecast calculations. These budgets and forecast calculations generally cover a period of six years. A long-term growth rate is calculated and applied to project future cash flows after the sixth year. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than it carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the asset is previously revalued with the revaluation taken to OCI, in which case the impairment loss is recognized in OCI up to the amount of any previous revaluation. An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the assets or CGU’s recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 3.7 Inventories Inventories are stated at the lower of cost and net realizable value. Cost of inventories comprises of all the costs incurred in bringing the inventories to their present location and condition. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. The Company applies FIFO as a costing method. 3.8 Cash and cash equivalents Cash and cash equivalents are carried in the statement of financial position at amortized cost. For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand, cash held at banks with maturities of three months or less. For deposits at banks held with a maturity higher than three months, the Company assimilates the amounts also as cash and cash equivalents, due to the nature of the deposits, which are intended to cover short term cash commitments and not investment purposes, being highly liquid and readily convertible in cash, with no significant penalty in the case of early withdrawal. 3.9 Government grants Government grants are assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. They exclude those forms of government assistance which cannot reasonably have a value placed upon them and transactions with government which cannot be distinguished from the normal trading transactions of the entity. Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. The Company has elected to present government grants relating to the purchase of property, plant and equipment in the statement of financial position as deferred income, which is recognised in profit or loss on a systematic and rational basis over the useful life of the asset.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 14 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 3.10.1. Investments in subsidiaries Investments in subsidiaries In the separate financial statements investments in subsidiaries are stated at historical cost less accumulated impairment losses. Dividends from subsidiaries Dividends on equity instruments are recognized in profit or loss when the Company's right to receive the dividends is established. Income from dividends with subsidiaries are presented in Statement of Cash Flows under operating activities. 3.10.2. Transfer of business in a transfer between entities under common control Goodwill is initially measured at cost, being the excess of the sum of the consideration transferred and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain. After initial recognition, goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the carrying value may be impaired. For the purposes of impairment testing, goodwill is allocated to each of the Company's cash-generating units that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the statement of comprehensive income/income statement. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. In case of transfer of business between entities under common control, the transactions is recognised at the consideration agreed between the parties, being the amount of cash paid or fair value of shares issued. 3.10.3 Financial instruments – initial recognition and subsequent measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. 3.10.4 Transfer of business Acquisitions of businesses are accounted for using the acquisition method. The cost of acquisition is measured at the aggregate of the consideration transferred which is measured at the acquisition date fair value of assets given, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognized at their fair value at the acquisition date. Acquisition-related costs are expensed as incurred and included in administrative expenses. Goodwill is initially measured at cost, being the excess of the sum of the consideration transferred and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain. When the consideration transferred by the Company in a business combination includes a contingent consideration
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 15 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. After initial recognition, goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the carrying value may be impaired. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated statement of comprehensive income/income statement. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 3.11.1 Financial assets Initial recognition and classification Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. This classification on initial recognition depends on the Company’s business model with regard to the management of financial assets and on the financial asset’s contractual cash flows characteristics. With the exception of trade receivables that do not contain a significant financing component, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price as disclosed in note 3.19. Transaction costs that are directly attributable to the acquisition or issue of financial assets (other than financial assets at fair value through profit or loss) are added to or deducted from the fair value of the financial assets, as appropriate, on initial recognition. A financial asset is measured at amortized cost if both of the following conditions are met: - the financial asset is held using a business model that aims to hold financial assets to collect contractual cash flows; and - the contractual terms of the financial asset give rise on specified dates to cash flows that are solely repayments of principal and interest on the principal outstanding. The Company has only recognised and subsequently measured financial assets at amortised cost. Subsequent measurement Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Amortised cost and effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost. For financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit- impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset. Interest income is recognised in profit or loss. The Company's financial assets at amortized cost include the following: trade receivables, other receivables, other financial assets, cash and cash equivalents.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 16 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e., removed from the Company’s statement of financial position) when: - The contractual rights to receive cash flows from the asset have expired or - The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay. Impairment The Company recognises an allowance for expected credit losses (ECLs) for all financial assets not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. The Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows, when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss. For each risk bucket, an assessed loss rate is applied. These loss rates are determined through an analysis of historical trends, adjusted for current conditions and reasonable and supportable forecasts of future economic conditions. The application of these rates reflects the Company’s best estimate of the losses inherent in the receivables portfolio as of the reporting date. The ECL is updated at each reporting period to reflect changes in the credit risk profile of the receivables. The Company recognises an impairment gain or loss in profit or loss for all trade receivables with a corresponding adjustment to their carrying amount through a loss allowance account. Under IFRS 9 default is defined as a situation in which a financial asset is deemed to be in default, typically indicating that the borrower has failed to meet their contractual obligations. The Company considers a fully impairment adjustment for financial assets overdue more than 5 years, where collection actions are no longer performed. 3.11.2 Equity instruments and financial liabilities Classification as equity or debt Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. a) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. b) Financial liabilities Initial recognition and classification Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 17 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. The Company’s financial liabilities include, loans and borrowings including bank overdrafts, other long-term debt. Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. A contingent consideration classified as a financial liability is subsequently remeasured to fair value with the changes in fair value recognised in profit or loss. Subsequent measurement For purposes of subsequent measurement, financial liabilities are classified as financial liabilities at amortised cost. The Company has not designated any financial liability as at fair value through profit or loss. This is the category most relevant to the Company and it includes loans and borrowings. After initial recognition, interest- bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. This category generally applies to interest-bearing loans and borrowings. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. 3.12 Borrowing costs General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred. 3.13 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current income tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Medlife S.A. calculates income tax based on turnover. Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 18 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Current and deferred tax for the period Current and deferred tax are recognized as an expense or income in profit or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognized directly in equity. It can also be recognized as other comprehensive income if the underlying transaction or event is recognized in OCI. 3.14 Share capital Ordinary shares are classified as equity. The Company presents the amount of dividends recognised as distributions to owners during the period in the statement of changes in equity, and the related amount of dividends per share in the notes to the financial statements. 3.15 Treasury Shares Own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in share premium. 3.16 Share premiums Share premiums are own funds created as a result of the difference between the issue value of the shares and the nominal value of the shares. The Company recorded share premiums as a result of the issue of shares. 3.17 Revaluation reserve and legal reserve Revaluation reserve The increases in the fair value of land and buildings are recorded against revaluation reserves. Any decreases in the fair value of land and buildings are first deducted from the revaluation reserves and then the difference is recorded through profit and loss accounts. The revaluation is performed with sufficient regularity as to ensure that the Company presents land and buildings at fair value in the financial statements. The revaluation reserve is transferred to retained earnings upon disposal of assets. Legal reserve In accordance with Romanian regulations, the legal reserve represents a statutory reserve required to be set aside from the Company’s result before taxes. The legal reserve is established to cover potential future liabilities and to strengthen the financial position of the Company. The legal reserve is calculated as a specified percentage of result before taxes, typically 5%, until the reserve reaches 20% of a company’s share capital. The legal reserve can only be used to cover losses incurred by the company or to increase share capital, subject to the approval of the company’s shareholders. It cannot be distributed as dividends or used for any other purpose unless specified in the national regulations. Reserves for share-based remuneration Starting with 2025, the fair value of the share-based awards at the grant date is recognized as an employee benefit expense (please see Note 3.20) with a corresponding increase in equity within Reserves for share-based remuneration, throughout the vesting period, based on the estimated number of awards expected to vest. At each vesting date, shares are delivered to employees and the related amount recognised in the Reserves for share- based remuneration is decreased, along with a release on the treasury shares account. Any difference between the cost of the treasury shares and the amount derecognised in Reserves for share-based remuneration at the time of vesting is recorded directly in equity. 3.18 Provisions Provisions are recognized when the Company has a legal or constructive obligation, as a result of a past event, it is probable that there will be a future outflow of resources in order to settle this obligation and a reliable estimate can be made of the amount of the obligation. Provisions for risks and charges are assessed at the end of each period and adjusted in order to present management’s best estimate.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 19 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Liabilities provided for legal matters require judgements regarding projected outcomes and ranges of losses based on historical experience and recommendations of legal counsel. Litigation is however unpredictable and actual costs incurred could differ from those estimated at the reporting date. Liabilities for unused holidays refer to the entitlement for employees to accumulate vested leave benefits. The Company recognises a liability for compensated absences as it has an obligation to compensate employees for future absences attributable to employees’ services already rendered, the obligation relates to rights that accumulate from period to period, it is probable that the amount will be paid and a reliable estimate can be made of the amount of the obligation. A vesting obligation is where employees are entitled to a cash payment for unused leave entitled upon leaving the entity. The amount of the obligation will therefore be equal to the number of unused leave multiplied by the relevant employee’s gross salary at the reporting date. The obligation is initially recognised during the vesting period based on the best available estimate of the accumulated leave expected to vest. The estimate is revised each period end if subsequent information indicates that the accumulated leave expected to vest differs from previous estimates. On vesting date, the Company revises its estimate to equal the accumulated leave that ultimately vested. 3.19 Revenue from contracts with customers recognition Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company provides health care medical services to corporate and retail customers, in which one performance obligation is a promise to transfer distinct services to the beneficiary. Med Life’s core activities The Company’s core activities are conducted through four business lines, providing a well-balanced business portfolio that covers all key segments of the private medical services market. Disaggregation of revenue from contracts with customers by business line comprises the following major categories: clinics, hospitals, laboratories and corporate. The Company’s business and revenue model focuses on the spending power of corporations and private individuals on medical services, while the State's contribution through the National Health Insurance House (“NHIH”) represents a complement, not the core revenue of the Company’s activities. However, the National Health Insurance House is considered to be one major customer that goes across multiple sectors such as: clinics, hospitals and laboratories, and from which the Company receives the consideration based on reaching pre-established ceilings, for the medical services provided to the State’s insured patients, which are the end users of the healthcare medical services. The revenue in relation with NHIH is recognised at the end of the month, when the Company has an enforceable right to receive payment for performance completed up to date, as the end user receives and consumes the benefits provided by the entity’s performance as the entity performs. Nature and timing of satisfaction of performance obligations Recognition policy Revenues from Clinics business line The core of the Company's operations is the network of ambulatory clinics, which offer a wide range of outpatient services covering a broad range of medical specialties, including diagnostic imaging services (provided to clients other than hospital inpatients). The revenues are recognised at a point in time when the medical services are rendered to the client and the performance obligation is satisfied. Revenues from Laboratories business line This business line provides the following range of services: biochemistry, pathological anatomy (cytology and histology), molecular biology and genetics, hematology, immunology, microbiology and toxicology. Sampling points are locations where the Company collects blood and other samples from patients. The Laboratories business line sources the bulk of its revenue from FFS clients. The revenues are recognised at a point in time when the medical services are rendered to the client and the performance obligation is satisfied. Revenues from Hospitals business line Hospital services provided to patients comprise of medical services, accommodation, meals, use of medical equipment, pharmacy stock and nursing services, with multiple performance obligations being provided. The revenues are predominantly obtained from FFS patients. The Company does not expect to have any contracts where the period between the transfer of the promised service to the patient and the payment by the patient exceeds one year. Consequently, the Company does not adjust any of the transaction price for time value of money. The revenues are recognised at a point in time, when the consumption of the benefits for the services provided is accomplished.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 20 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Revenues from Corporate business line This business line offers HPPs (health prevention packages) on a subscription basis, generally to corporate clients, as part of the benefit packages for their employees, as follows: - Mandatory occupational health services, which mainly include the provision of annual employee check-ups and more specific services depending on the client's industry. - More general, "prevention oriented" health plans, providing expanded access to general practitioners and specialists in the Company's clinics and as well as specified laboratory tests and imaging services. The revenue is recognized over time, on a stand-ready approach. The Company has a stand-ready obligation to corporate clients to provide healthcare services on demand and the customer benefits evenly throughout the contract period. Thus, the Company uses a straight-line measure of progress over the period during which the customer has the right to such services. Principal versus agent considerations The Company has concluded that it is the principal in all its revenue arrangements since it is the primary obligor in all the revenue arrangements and has pricing latitude. Contract assets and liabilities A contract asset (accrued income) is the right to consideration in exchange for services transferred to the customer. Where the Company transfers services to a customer over time before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration to date under the contract. Contract assets are presented within trade and other receivables (Note 7) on the Company’s Balance Sheet and are expected to be realized in less than one year. A contract liability (deferred income) is the obligation to transfer services to a customer for which the Company has received consideration from the customer. Where the customer pays consideration before the Company transfers services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company performs under the contract. Contract liabilities are presented within trade and other payables (Note 10) on the Statement of Financial position. Using the practical means of IFRS 15, the Company does not adjust the promised amount of consideration for the effects of a significant component of financing if it expects, at the beginning of the contract, that the period between the transfer of the promised service to the client and when the client pays for that service will be one year. less. The majority contracts are under one year. Contracts are for periods of less than one year or are billed based on the services performed. As permitted by IFRS 15, the transaction price allocated to these unfulfilled contracts is not disclosed. 3.20 Employee benefits The Company, in the normal course of business, makes payments to the Romanian State on behalf of its employees for pensions, health care and unemployment cover. The cost of these payments is charged to the statement of comprehensive income in the same period as the related salary cost. All employees of the Company are members of the Romanian State pension plan. The Company does not operate any other pension scheme. Bonus schemes The Company recognizes a liability and an expense where a contractual obligation exists for short-term incentives. The amounts payable to employees in respect of the short-term incentive schemes are determined based on annual business performance targets. Equity-settled share-based payments Starting with 2025, the Company applies IFRS 2 (Share-based Payment) to transactions in which the award and settlement are share-based. In accordance with this standard, Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market- based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the number of equity instruments that will eventually vest. The fair value was determined using appropriate valuation models, taking into account the specific characteristics of the plan, relevant market data at the grant date and certain assumptions made at Company level. At each reporting date, the Company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to Reserves for share-based remuneration (please see Note 3.17). 3.21 Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. Certain accounting policies of the Company and information presentation criteria require determination of the fair value both for the assets and the liabilities of the Company. In determining the fair value of assets and liabilities, the Company
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 21 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language uses as much as possible observable market values. Fair values are classified on various levels based on inputs used in valuation techniques, as follows: - Level 1: (unadjusted) quoted prices on active markets for identical assets and liabilities - Level 2: inputs, other than the prices included in level 1, which are observable for assets and liabilities, either directly (e.g.: prices) or indirectly (e.g.: derived from prices) - Level 3: inputs for evaluation of assets and liabilities which are not based on observable market data. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third party qualified valuers to perform the valuation. For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Additional information on the assumptions made in measuring fair values is included in Note 5. 3.22 Segment information The Company has identified four core business lines, which comprise the following major categories: clinics, hospitals, laboratories and corporate, with the main business activity being the provision of healthcare services, as a result of completion of the medical act. According to IFRS 8, an operating segment is a component of an entity: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (b) whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. In determining the Company’s operating segments, management has primarily considered the financial information included in internal reports that are reviewed and used by the Board of Directors (who together are the chief operating decision maker of Company) in assessing performance and determining the allocation of resources. Considering the integrated healthcare services offering, there is no distinction in control by whether the services (as defined in Romanian social insurance legislation) are attributed to the inpatient or the outpatient sector. All expenses and income which are directly or indirectly related to patients are included under the operating segments. As a result of the same structural framework conditions, the operations of the Company with the healthcare services provided are characterised by a similar risk and rewards profile whose economic environment is largely regulated by legislation. The characteristics of healthcare services are around physical facilities staffed by professionals in direct contact with patients. The payment for these services are either direct payment by the patient or indirect via an employer paid benefit/insurance and in much smaller degree by public health funds. In all these cases the beneficiary of the service is always the individual patient. Because of the specific nature of the source of funds that finance the provision of medical services to the end users (i.e. patients) the correct allocation of profitability for each business line is limited considering that they are complementary in servicing the patient: one would originate whereas the other might render the medical services. In this respect, the business lines could not operate on their own, proving, once again, their highly interdependent nature. The following operating business lines were aggregated to one reporting segment, being the provision of Healthcare Services, since they exhibit similar economic characteristics: clinics, hospitals, laboratories and corporate. 3.23 IFRS 16 - Leases Given its large and complex operations, the Company leases a significant number of assets including buildings and land for operational activities, medical equipment and vehicles. Contractual periods differ, depending on the lease type and the leased asset, the driver being the strategic point of view the Company has into further managing its asset portfolio. The management has evaluated its options for early termination as well as the existence of the Company’s single triggered decision to extend the lease term, on a case-by-case basis. In determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension option, or to exercise a termination option, are considered. The Company leases various buildings, equipment, vehicles and other assets. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. The Company assesses whether a contract is or contains a lease, at inception of the contract. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company - except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. Payments associated with short-term leases and all leases of low-value assets (including small equipment such as printers, PC’s and others ) are recognised on a straight-line basis as an expense in profit or loss. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments to be made over the lease term: - Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 22 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language - Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; - The exercise price of a purchase option if the Company is reasonably certain to exercise that option; - Payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option; - Amounts expected to be paid under residual value guarantees. The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Company uses recent third-party financing received by the lessee as a starting point and adjusts the rate to reflect changes in financing conditions since the third-party financing was received. The lease liability is presented as a separate line in the statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: - The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. - The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). - A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are measured at cost comprising the following: - The amount of the initial measurement of lease liability; - Any lease payments made at or before the commencement date less any lease incentives; - Any initial direct costs; and - Restoration costs. After initial recognition, right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight- line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. The right-of-use assets are presented as a separate line in the statement of financial position. The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient. The following useful lives on average are used in the calculation of depreciation for right-of-use assets, determined based on the lease term of the contractual agreements: Years Buildings 6 – 10 years Medical equipment 3 – 4 years Vehicles 3 – 5 years 4. GOODWILL, INVESTMENT IN SUBSIDIARIES AND OTHER FINANCIAL ASSETS 4.1 Goodwill In accordance with Contract dated 25 th of April 2025, the activity of the IT Repair entity was transferred to the Company, which resulted in the recognition of goodwill. This goodwill is tested at least annually for impairment. 31 December 31 December 2025 2024 Goodwill 2,317,559 - TOTAL 2,317,559 -
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 23 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language The recoverable amount is based on fair value less cost of disposal (FVLCOD) of the underlying assets of the CGU. The discounted future Cash flows of the CGU, using the DCF (discounted cash-flow) method, are determined on the basis of the approved business plans for 2026 that forecast financial position and results of operations and take into account historical values and estimated performance. Cash flows are estimated in RON, having a nominal value. The results are then extrapolated for 5 additional years using bottom-up, 5-year planning that reflects the future development of the CGUs under current conditions. After the six-year time period, a perpetuity value is calculated using a conservative Company-wide growth rate. To determine the present value of future Cash flows, a discount rate based on the weighted average cost of capital (WACC) is applied. The valuation is considered to be level 3 in the fair value hierarchy due to unobservable inputs used in the valuation. There are a number of key sensitive judgements made in determining the inputs into these models which include: - Revenue growth considered for the next years and also the perpetual growth rate - The discount rates applied to the projected future cash flows – please see below a summary on the key sensitive metrics used in the discounted cash-flow model, for both years: 2025 2024 Discount rate used 10.5% 0% Sales annual growth 5% 0% Long-term growth rate used in 2025 2.5% 0% The estimated future Cash flows are derived from the business plans approved by the responsible bodies. The assumptions underlying the main planning parameters take into account not only past experience and aspects arising from the operating business. The operating margin results from the application of the assumed planning assumptions. For the subsequent years, an average of the operating margins is assumed (continuation planning period), adding a slight increase. Cash flows beyond the six-year period are extrapolated using an estimated growth rate, which is consistent with forecasts specific to the industry in which the CGU operates. The discount rate is an after-tax rate that reflects current market assessments of the time value of money and the specific risks of the CGU. WACC (weighted average cost of capital) is used to estimate the rate. The sensitivity analysis was performed according to the changes of the main factors: WACC discount rate plus 2 percent and operating margin decrease with 20 percent. In performing the sensitivity analysis, an increase in WACC of 2 percent would give rise to a reduction in the Company-wide surplus with 26%, namely a decrease from RON 2.9 mil to RON 2.3 mil in the recoverable amount. A decrease in the operating margin of 20 percent would give rise to a reduction in the Company-wide surplus with 32%, namely a decrease from RON 2.9 mil to RON 2.2 mil in the recoverable amount. Management is confident that the business plan used in goodwill impairment testing followed a conservative approach, while negative developments in the analysed parameters are unlikely to materialize. Management has engaged external specialists to assist with the impairment analysis. 4.2. Investment in subsidiaries The Company holds significant investments in other companies. Cost of investments 31 December 31 December 2025 2024 Balance at the beginning of the year 507,838,848 488,124,810 Investments recognised during the year 50,943,860 19,714,038 TOTAL 558,782,708 507,838,848 Increased participation in RMC companies In April 2025, the Company increased its participation with 11.55% shares in RMC Hungary, reaching a stake of 100%. RMC has been part of Medlife Group since 2019, when representatives announced the acquisition of 51% of its shares. Increased participation in Sweat Concept In August 2025, the Company increased its participation with 14.95% shares in Sweat Concept One SRL, reaching a stake of 74.954%, by converting the loans held in share capital. Routine Med Group acquisition In January 2025, the Company finalized the acquisition of a 60% stake in Routine Med, a healthcare group based in Tulcea. Routine Med’s operations include medical recovery hospital and outpatient services. The acquisition enhances the Company’s reach in southeastern Romania, expanding access to more than 20 medical and surgical specialties in Dobrogea. All Clinic acquisition
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 24 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language In March 2025, the Company, via its expansion strategy, acquired a majority stake in All Clinic, marking one of its first moves beyond Romania’s borders. All Clinic, founded in 1999, comprises three private multidisciplinary clinics in the Republic of Moldova. They offer outpatient services across about 20 medical specialties including family medicine, cardiology, gastroenterology, neurology, pediatrics, and gynecology. Medlife Health incorporation In September 2025, the Company finalized the incorporation of Medlife Health, a company based in Moldova. Company’s participation in shares is of 70%. The following table includes the list of Company’s subsidiaries as well as entities that are indirectly controlled, as follows: No. Entity Main activity Location 31 December 2025 31 December 2024 1 Policlinica de Diagnostic Rapid SA Medical Services Brasov, Romania 83% 83% 2 Medapt SRL (indirect)* Medical Services Brasov, Romania 83% 83% 3 Histo SRL (indirect)* Medical Services Brasov, Romania 50% 50% 4 Policlinica de Diagnostic Rapid Medis SRL (indirect)* Medical Services Sfantu Gheorghe, Romania 66% 66% 5 Bahtco Invest SRL Development of building projects Bucharest, Romania 100% 100% 6 Med Life Ocupational SRL Medical Services Bucharest, Romania 100% 100% 7 Pharmalife-Med SRL Distribution of Pharmaceutical Products in specialised stores Bucharest, Romania 100% 100% 8 Med Life Broker de Asigurare si Reasigurare SRL Insurance broker Bucharest, Romania 99% 99% 9 Genesys Medical Clinic SRL Medical Services Arad, Romania 83% 83% 10 RUR Medical SRL (indirect)* Rental Services Brasov, Romania 83% 83% 11 Biotest Med SRL Medical Services Bucharest, Romania 100% 100% 12 Vital Test SRL Medical Services Iasi, Romania 100% 100% 13 Centrul Medical Sama SA Medical Services Craiova, Romania 90% 90% 14 Ultratest SA (direct si indirect)* Medical Services Craiova, Romania 92% 92% 15 Prima Medical SRL Medical Services Craiova, Romania 100% 100% 16 Stem Cells Bank SA Medical Services Timisoara, Romania 100% 100% 17 Dent Estet Clinic SA Dental healthcare Bucharest, Romania 65% 65% 18 Green Dental Clinic SRL (indirect)* Dental healthcare Bucharest, Romania 33% 33% 19 Aspen Laborator Dentar SRL (indirect)* Dental healthcare Bucharest, Romania 49% 49% 20 Centrul Medical Panduri SA Medical Services Bucharest, Romania 100% 100% 21 Almina Trading SA Medical Services Targoviste, Romania 90% 90% 22 Anima Specialty Medical Services SRL Medical Services Bucharest, Romania 100% 100% 23 Anima Promovare si Vanzari SRL Medical Services Bucharest, Romania 100% 100% 24 Valdi Medica SA Medical Services Cluj, Romania 55% 55% 25 Clinica Polisano SRL Medical Services Sibiu, Romania 100% 100% 26 Solomed Clinic SA Medical Services Pitesti, Romania 80% 80% 27 Solomed Plus SRL (indirect)* Medical Services Pitesti, Romania 80% 80% 28 Sfatul medicului SRL Medical Platform Bucharest, Romania 100% 100% 29 RMC Dentart (indirect)* Dental healthcare Budapesta, Hungary 100% 89% 30 RMC Medical (indirect)* Medical Services Budapesta, Hungary 100% 89% 31 RMC Medlife Holding Budapesta, Hungary 100% 89% 32 Badea Medical SRL Medical Services Cluj, Romania 65% 65% 33 Oncoteam Diagnostic SRL Medical Services Bucharest, Romania 100% 100% 34 Centrul medical Micromedica SRL Medical Services Piatra Neamt, Romania 100% 100% 35 Micromedica Targu Neamt SRL (indirect)* Medical Services Targu Neamt, Romania 100% 100% 36 Micromedica Bacau SRL (indirect)* Medical Services Bacau, Romania 100% 100% 37 Micromedica Roman SRL (indirect)* Medical Services Roman, Romania 100% 100% 38 Medrix Center SRL (indirect)* Medical Services Roznov, Romania 100% 100% 39 Spitalul Lotus SRL Medical Services Ploiesti, Romania 100% 100% 40 Pharmachem Distributie SRL Distribution of Pharmaceutical Products in specialised stores Bucharest, Romania 75% 75% 41 KronDent SRL (indirect)* Dental healthcare Brasov, Romania 39% 39% 42 Medica SA Medical Services Sibiu, Romania 60% 60% 43 Dent Estet Ploiesti SRL (indirect)* Dental healthcare Ploiesti, Romania 33% 33% 44 Stomestet SRL Dental healthcare Cluj, Romania 60% 60% 45 Costea Digital Dental SRL (indirect)* Dental healthcare Oradea, Romania 38% 38% 46 Expert Med Centrul Medical Irina (indirect)* Medical Services Galati, Romania 76% 76% 47 MNT Healthcare Europe SRL Medical Services Ilfov, Romania 50% 50% 48 MNT Asset Management SRL (indirect)* Holding Bucharest, Romania 50% 50% 49 Pro Life Clinics SRL (indirect)* Medical Services Iasi, Romania 78% 78% 50 Onco Card SRL (indirect)* Medical Services Brasov, Romania 83% 83% 51 Onco Card Invest SRL (indirect)* Holding Brasov, Romania 83% 83% 52 Tomorad Expert SRL (indirect)* Medical Services Sfantu Gheorghe, Romania 66% 66% 53 IT Repair SRL (indirect)* Medical Services Targu Mures, Romania 83% 50%
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 25 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language No. Entity Main activity Location 31 December 2025 31 December 2024 54 Medici's SRL Medical Services Timisoara, Romania 80% 80% 55 Micro-Medic SRL (indirect)* Medical Services Timisoara, Romania 80% 80% 56 Sweat Concept One SRL Welness Bucharest, Romania 75% 60% 57 OptiCristal Consult SRL (indirect)* Medical Services Brasov, Romania 50% 50% 58 Alinora Optimex SRL (indirect)* Medical Services Brasov, Romania 50% 50% 59 SC M-Profilaxis SRL (indirect)* Medical Services Timisoara, Romania 100% 100% 60 VitaCare Flav SRL (indirect)* Medical Services Pitesti, Romania 51% 51% 61 Dent Estet Genesys SRL (indirect)* Medical Services Arad, Romania 74% 74% 62 Sanopass SA Medical Platform Targoviste, Romania 100% 100% 63 Muntenia Medical Competences S.A. (indirect)* Medical Services Pitesti, Romania 51% 51% 64 Bios Diagnostic Medical Services SRL (indirect)* Medical Services Bucharest, Romania 51% 51% 65 Centrul de Diagnostic si Tratament Provita S.A. Medical Services Bucharest, Romania 51% 51% 66 Medical City Blue SRL (indirect)* Medical Services Bucharest, Romania 51% 51% 67 Laborator Cuza Voda SRL (indirect)* Medical Services Bucharest, Romania 51% 51% 68 Provita Pain Clinic SA (indirect)* Medical Services Suceava, Romania 36% 36% 69 Policlinica Union SRL (indirect)* Medical Services Cluj, Romania 51% 51% 70 Brol Medical Center S.A. (indirect)* Medical Services Timisoara, Romania 80% 56% 71 Provita 2000 SRL (indirect)* Medical Services Constanta, Romania 100% 100% 72 Nord Management Solutions SRL (indirect)* Development of building projects Bucharest, Romania 51% 51% 73 Med Varix SRL (indirect)* Medical Services Timisoara, Romania 56% 56% 74 Personal Genetics SRL Medical Services Bucharest, Romania 100% 100% 75 Nord Soma SA (indirect)* Medical Services Bucharest, Romania 26% 26% 76 Super Age by Nord SA (indirect)* Medical Services Bucharest, Romania 38% 26% 77 VP-MED Kereskedelmi es Szolgaltato Korlatolt Felelossegu Tarsasag (indirect)* Medical Services Budapest, Hungary 83% 83% 78 Centrul Medical Antares SRL (indirect)* Medical Services Piatra Neamt, Romania 100% 100% 79 Euromedica Hospital SA(indirect)* Medical Services Baia Mare, Romania 80% 80% 80 Euromedica Administrator SA (indirect)* Holding Baia Mare, Romania 80% 80% 81 Cabinet Medical Dr. Bacila Mihai SRL (indirect)* Medical Services Tulcea, Romania 48% 0% 82 Alfalux Dent SRL (indirect)* Dental healthcare Tulcea, Romania 60% 0% 83 Medical Center Spital SRL (indirect)* Medical Services Tulcea, Romania 60% 0% 84 Mega Optic SRL (indirect)* Medical Services Tulcea, Romania 60% 0% 85 Super Optosan SRL (indirect)* Medical Services Tulcea, Romania 60% 0% 86 Micro Medic SRL (indirect)* Medical Services Constanța, România 100% 0% 87 Routine Med SA Medical Services Tulcea, Romania 60% 0% 88 All Clinic SRL Medical Services Chisinau, Republica Moldova 70% 0% 89 Medlife Health Medical Services Chisinau, Republica Moldova 70% 0% 90 1ST ENDO MEDICAL SRL (indirect)* Medical Services Timisoara, Romania 41% 0% *These companies are subsidiaries of other subsidiaries in the Group and are included in the consolidation, as they are controlled by the entities which are subsidiaries of the ultimate parent. Management conducts impairment tests whenever there is an indication of impairment to assess the recoverability of the carrying value of investments at individual level. This is performed using discounted cash flow models. The impairment test is performed at the level of each company with impairment indicator. The results showed that for the entities subject to the impairment test, the related equity value is higher than their net book value, therefore no impairment of their respective cost of investment was recorded on the reporting date. Management has engaged external specialists to assist with the impairment analysis, the entire valuation process being performed by certified ANEVAR valuators. There were no changes in the valuation techniques compared to prior year.
MED LIFE S.A. NOTES TO THE AUDITED SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 26 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 4.3. Other financial assets 31 December 31 December Carrying amount 2025 2024 Long-term loans granted to group companies 15,308,716 14,722,878 Other financial assets 2,231,678 2,210,065 TOTAL 17,540,394 16,932,943 Long-term loans granted to other companies of Medlife Group As of December 31, 2025, the Company presents long-term loans granted to Bahtco Invest SA and Medlife Ocupational SRL. Please refer to Note 23 for more details. Other financial assets Other financial assets represent mainly rent deposits with a maturity longer than one year.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 27 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 5. INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT Intangible assets Intangibles Land and Buildings Leasehold improvements Vehicles and equipment Construction in progress Total Property, plant and equipment Cost 31 December 2024 80,599,296 227,567,023 73,462,609 304,450,951 20,378,773 625,481,119 Additions 13,158,233 - - 53,366,253 9,371,537 62,737,790 Transfers - 29,652,029 - - (29,652,029) - Disposals (294) - - (312,928) - (312,928) Reclassifications during the year - 1,591,035 (1,591,035) (378,239) - (378,239) Impact of revaluation (elimination of accumulated depreciation and impairment from cost) - (14,219,025) - - - (14,219,025) Impact of revaluation recognized in other comprehensive income - 5,764,642 - - - 5,764,642 Revaluation losses recognized in the profit and loss account - (64,860) - - - (64,860) 31 December 2025 93,757,235 250,290,844 71,871,575 357,126,037 98,281 679,008,498 Intangibles Land and Buildings Leasehold improvements Vehicles and equipment Construction in progress Total Property, plant and equipment Depreciation 31 December 2024 57,962,804 7,796,625 53,158,486 189,910,701 - 250,487,574 Charge of the year 8,986,654 4,471,632 3,254,828 30,281,891 - 38,008,350 Disposals (51) - - 11,839,878 - 11,839,878 Reclassifications during the year - 1,950,768 (1,950,768) (378,239) - (378,239) Revaluation impact (accumulated depreciation and impairment eliminated against cost) - (14,219,025) - - - (14,219,025) 31 December 2025 66,949,406 - 54,462,546 231,654,231 - 285,738,538 Net Book Values 31 December 2024 22,636,493 219,770,398 20,304,123 114,540,250 20,378,773 374,993,544 31 December 2025 26,807,829 250,290,844 17,409,028 125,471,807 98,281 393,269,961 Property, plant and equipment As at 31 December 2025, upon revaluation, in order to avoid the selective revaluation of asset categories, the Company reclassified property, plant and equipment between categories with a gross book value of RON 378,239 and accumulated depreciation of RON 378,239, resulting in no impact on the net book value.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 28 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Intangibles Land and Buildings Leasehold improvements Vehicles and equipment Construction in progress Total Property, plant and equipment Cost 31 December 2023 69,886,132 222,570,260 70,734,554 265,624,296 16,486,519 575,415,629 Additions 10,713,164 195,605 - 38,858,209 11,421,468 50,475,282 Transfers - 4,801,158 2,728,055 - (7,529,213) - Disposals - - - (31,554) - (31,554) 31 December 2024 80,599,296 227,567,023 73,462,609 304,450,951 20,378,773 625,859,357 Intangibles Land and Buildings Leasehold improvements Vehicles and equipment Construction in progress Total Property, plant and equipment Depreciation 31 December 2023 50,719,178 3,913,275 50,580,238 164,435,297 - 218,928,810 Charge of the year 7,243,626 3,883,350 2,578,248 25,107,188 - 31,568,787 Disposals - - - (9,654) - (9,654) Impairment losses recognized in profit or loss - - - 377,870 - 377,870 31 December 2024 57,962,804 7,796,625 53,158,486 189,910,701 - 250,865,813 Net Book Values 31 December 2023 19,166,954 218,656,985 20,154,316 101,188,999 16,486,519 356,486,819 31 December 2024 22,636,493 219,770,398 20,304,123 114,540,250 20,378,773 374,993,545
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 29 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 5.1. Land and buildings carried at fair value The value of land and buildings of the Company are stated at their revalued amounts, being the fair value at the date of revaluation, which is 31 December 2025 (the previous revaluation process took place as of 31 December 2022). The fair value measurements of the Company’s freehold land and buildings as at 31 December 2025 were performed by independent valuers not related to the Company. They are certified by ANEVAR and have appropriate qualifications and experience in the fair value measurement of properties in the relevant locations. The total revaluation difference was in amount of RON 5,764,642. The difference was recorded in the revaluation reserve as a surplus (please refer to Note 16). In the statement of profit or loss the overall negative impact registered is of RON 64,860 as a result of the revaluation. Please also refer to Note 26 for impact recognised for Deferred Tax. The fair value was determined by reference to market-based evidence, using the market comparable method, the cost and income approach. The valuation techniques are selected by the independent appraiser, in accordance with International Valuation Standards. The fair value is overall determined to be Level 3 in the fair value measurement hierarchy. The inputs used in the valuation were: - Level 2 inputs based on the IFRS 13 classification (e.g. current rents, prices per sqm, yields, occupancy rates, etc. publicly available on the market for similar assets and other market-corroborated inputs), or - Level 3 (unobservable) inputs through which Group develops unobservable inputs using the best information available in the circumstances, which might include the entity's own data, rather than direct inputs from the market, with orderly adjustments performed by the appraiser in order to determine fair value. The fair value of the free land was determined based on the market price comparison method. This method was considered appropriate due to the nature of the assets valued, which have an active market. An active market is a market that simultaneously meets the following three conditions: goods traded on the market are homogeneous, buyers and sellers can be found at any time on the market and prices are available to the public. In estimating the value, it was taken into account the physical condition indicated by the company's representatives and found at the time of the field valuation of the assets, as well as the information available in relation to the analysed assets and data extracted from the market analysis. Assets were compared with other similar assets and adjustments were made accordingly to indicate the current value. Key input used in the revaluation of Land is the price per square meter (EUR/sqm), which reflects observable market data derived from recent transactions of comparable properties. This input is determined by analyzing sales of similar assets in comparable locations and adjusting for differences such as size, location, condition, accessibility, and permitted use. Depending on the location, the price per sqm used in the valuation are as follows: for Bucharest, ranging from EUR 654 to EUR 1,905 / sqm; for Constanta, ranging from EUR 543 to EUR 777 / sqm; for Galati, ranging from EUR 335 to EUR 403 / sqm; for Iasi, ranging from EUR 290 to EUR 349 / sqm. The cost approach was chosen exclusively for properties that, although directly generating profit, have an unique nature, special destination and physical characteristics. The assets which were valued with cost approach refers mostly to hospital buildings. The lack of hospital facilities on the market makes the Income or Market approach very difficult to apply due to absence of market comparable data or, if any exist, they are extremely limited and insignificant in terms of equipment or involved surface areas. The cost method reflects the costs which a market participant would incur to construct or acquire assets of similar utility and age, adjusted for obsolescence and other relevant forms of depreciation. The income approach is based on the idea that the real estate being appraised can be a revenue-generating investment. The rental value is obtained through direct comparisons from the appraiser's database or information obtained from real estate agencies, using the average rental values identified on the market, or, if the situation of the building requires it, the closest rental value can be selected by considering the similarity of comparable properties. Direct capitalization is the method used to transform the estimated level of net income into a property valuation indicator. Considering the fact that certain buildings with clinical functionality can be converted into office spaces, the appraiser used the income approach. Thus, comparable rental and sale market data for relatively similar buildings were extracted to generate both an average rent and an average capitalization rate, which in turn led to a value for the analysed property. The reported rents are of a contractual nature, therefore, the facilities granted by the owner (such as free rent months or the owner's contribution to the space arrangement) are not taken into account. For the sensitivity analysis two important elements of the income approach were analysed, namely: - Losses due to vacancy - Capitalization rate Losses due to vacancy represent the loss of potential gross income in case the property that is intended to be rented cannot be rented, rent is not paid or the tenant is changed. In general, it represents the ratio between demand and supply in the real estate market at a given time. A percentage of +2.1% was used, which represents a period of one week that is added to the vacancy loss considered valid for each property, taking into account both the type of building and the size of the city. As a result, the value of the properties appraised through income approach decreased overall with RON 1,761,202. The capitalization rate (yield) expresses the ratio between the expected net operating income for one year and the total value of the property obtained from the transaction. This does not express the performance of the investment, but it can
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 30 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language be an indicator of the real estate market performance at a given time. The capitalization rate may fluctuate depending on the income forecast and the change in the value of the property. For the sensitivity analysis a percentage of +0.25% of the capitalization rate identified by the market was added, resulting in a potential negative variation in rental values. The overall effect led to a decrease of RON 2,161,705 in the fair value of the buildings. In order to provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its non-financial assets into the three levels prescribed under the international financial reporting standards. An explanation of each level is provided in note 3.21. Details of the Company’s freehold Land and Buildings according to the last valuation reports prepared in 2025 and information about the fair value hierarchy as at the end of the reporting period are as follows: 31 December 2025 Level 1 Level 2 Level 3 Land and buildings - - 250,290,844 31 December 2024 Level 1 Level 2 Level 3 Land and buildings - - 222,570,259 The amount of RON 222,570,259 refers to the previous valuation report which was prepared in 2022. If the lands and buildings of the Company had been valued at historical cost net of cumulated depreciation, their book value would have been the one presented below: December 31, December 31, 2025 2024 Land 51,074,011 52,421,011 Buildings 89,582,621 13,860,633 TOTAL 140,656,632 66,281,644 5.3. Intangibles Intangibles are amortised on a straight-line basis, over a period of 3 years and include software licenses, concessions, patents and other intangibles, website development and development of internal IT applications. During 2025, the costs incurred with the website development that met the capitalization criteria of IAS 38 Intangible assets were capitalised as a new intangible asset, in the amount of RON 533,811, which is amortized over a period of 3 years. The capitalized cost for other intangible assets, such as development of internal IT applications, along with other accounting applications, was recognized during the year, in the amount of RON 7,198,134. Also, the capitalised costs during the year for research and development projects for medical purposes are in a total amount of RON 3,676,492. 6. INVENTORIES 31 December 31 December 2025 2024 Consumable 17,308,445 15,172,807 Materials in the form of inventory items 235,297 148,068 TOTAL 17,543,742 15,320,875 During 2025 and 2024 no amount was recognized as an expense for inventories carried at net realisable value. 7.1. TRADE RECEIVABLES 31 December 31 December 2025 2024 Trade Receivables 144,738,814 128,557,860 Allowance for doubtful receivables (34,085,853) (31,394,866) TOTAL 110,652,961 97,162,994 Credit risk for the Company primarily relates to trade receivables in the ordinary course of business. Customers’ compliance with agreed credit terms is monitored regularly and closely. Where payments are delayed by customers, steps are taken to restrict access to services or contracts are terminated. Certain customers, which are public or quasi-public institutions, or subsidiaries of the Company, may have longer payment terms and services may continue to be delivered when amounts are overdue, based on management’s assessment of a lower credit risk. The average receivable days for the services offered is 90 days. There is no interest
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 31 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language on commercial receivables within the first 90 days from the date of issue of the invoice, which also represents the average contractual term. The carrying amount of financial assets, measured at amortised cost, represents the maximum credit exposure. There are no credit enhancements or collateral held that would offset such amounts. As the customer base of the Company is very diverse, there are generally no large concentrations of credit risk. Based on the assessed credit risk of the customers, the Company`s trade receivables are split between individually assessed and collectively assessed. 31 December, 2025 Individually assessed Collectively assessed Total Trade receivables 86,136,248 58,602,566 144,738,814 Allowance for doubtful receivables (7,425,082) (26,660,771) (34,085,853) TOTAL 78,711,166 31,941,795 110,652,961 31 December, 2024 Individually assessed Collectively assessed Total Trade receivables 76,665,601 51,892,259 128,557,860 Allowance for doubtful receivables (9,690,762) (21,704,103) (31,394,865) TOTAL 66,974,839 30,188,156 97,162,994 Individually assessed items include mainly trade receivables from National Health Insurance House and from Group companies. For National Health Insurance House, an allowance for expected credit losses of RON 7,425,082 was recognised in the financial statements in the previous years, as a result of court proceedings initiated at that time. As of 31 December 2025 and 31 December 2024, the amounts, both the trade receivables and the 100% allowance are still in closing balance. The Company applies the simplified approach for providing for expected credit losses (ECL) prescribed by IFRS 9, which requires the use of the lifetime expected loss provision for all trade receivables which are collectively analysed. A provision matrix was prepared based on historical observed default rates over the expected life of trade receivables resulting in an ECL reflecting the predictive risk by type of customer. Changes in economic conditions were also considered as part of forward-looking information. Estimating adjustments for expected credit losses involves forecasting future macroeconomic conditions. The incorporation of forward-looking elements reflects the Company’s expectations. GDP (Gross Domestic Product) growth, unemployment rate and inflation rate were used as macroeconomic factors considered statistically relevant for the analysed trade receivables, with average forecasts for 2026-2027 included in the model. The allowance for expected credit losses collectively assessed based on the Company’s provision matrix was determined as follows: 31 December, 2025 Current <30 days < 90 days < 180 days < 365 days > 365 days Total Expected credit loss rate 0.40% 4.56% 9.97% 24.16% 42.17% 86.25% Trade receivables 25,522,157 614,496 591,429 665,907 1,375,761 29,832,816 58,602,566 Allowance for doubtful receivables (102,958) (28,014) (58,939) (160,877) (580,226) (25,729,757) (26,660,771) TOTAL 25,419,199 586,482 532,490 505,030 795,535 4,103,059 31,941,795 31 December, 2024 Current <30 days < 90 days < 180 days < 365 days > 365 days Total Expected credit loss rate 0.33% 6.69% 12.28% 23.14% 35.07% 84.07% Trade receivables 22,763,740 545,301 1,040,811 1,392,176 1,720,957 24,429,274 51,892,259 Allowance for doubtful receivables (75,771) (36,459) (127,776) (322,093) (603,475) (20,538,530) (21,704,103) TOTAL 22,687,969 508,842 913,034 1,070,084 1,117,482 3,890,744 30,188,156
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 32 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language For Trade receivables in ">365 days" category, the expected credit loss rate of 86.25% represents an average of expected credit loss rates, depending on the aging of the receivables. Expected credit loss rates range from 55.5% for receivables from 2024 to 2020. For all receivables older than 2020, an allowance for doubtful receivables was computed for the entire amount as they have a default rate of 100% and are no longer included in the collection process. A reconciliation of the allowance for expected credit losses is presented as follows: 2025 2024 As at 1 January 31,394,865 28,262,015 Recognised in income statement 2,690,988 3,132,850 As at 31 December 34,085,853 31,394,865 The Company’s total Trade receivables from related parties are in the amount of RON 60,647,197 (31 December 2024: RON 48,667,306) and were presented on Note 23. 7.2. OTHER ASSETS 31 December 31 December 2025 2024 Advances paid 11,217,916 7,002,229 Other receivables 16,447,950 16,295,842 Other assets 3,212,189 1,837,545 TOTAL 30,878,055 25,135,616 As at 31 December 2025, other assets amounted to RON 30,878,055 compared to RON 25,135,616 as at 31 December 2024, representing an increase of 5,742,439 year-on-year. The movement is mainly attributable to an increase in advances paid of RON 4,215,687, reflecting higher prepayments and advances granted in the normal course of operations. 8. CASH AND CASH EQUIVALENTS 31 December 31 December 2025 2024 Cash in bank 17,274,328 13,992,862 Cash in hand 863,759 620,548 Cash equivalents 514,524 722,360 TOTAL 18,652,611 15,335,770 For the carrying value of the current accounts that are pledged in order to secure the borrowings please refer to Note 14. 9. PREPAYMENTS As of December 31, 2025 the Company has prepayments in amount of RON 2,878,220 (RON 3,422,223 as of December 31, 2024). The prepayments balance as of December 31, 2025 consists mainly of deferred commissions for financing related to the Syndicated loan for undrawn facilities and amounts such as insurance policies for professionals and tangible assets. 10. TRADE AND OTHER PAYABLES 31 December 31 December 2025 2024 Suppliers 192,556,694 173,416,999 Fixed assets suppliers 33,685,277 32,048,975 Contract liability 5,382,166 1,976,266 TOTAL 231,624,137 207,442,240 The balance of the suppliers consists of payables related to the acquisition of consumables, materials and commodities. The fixed assets suppliers consists of payables related to the acquisition of medical equipment. The Company’s total Trade payables due to Group companies are in the amount of RON 119,536,877 (31 December 2024: RON 99,971,550) and were presented on Note 23.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 33 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 11. OTHER LIABILITIES 31 December 31 December 2025 2024 Salary and related liabilities (incl. contributions) 12,771,404 9,796,385 Other liabilities 16,575,446 10,552,003 TOTAL 29,346,850 20,348,388 The increase from RON 10,552,388 as of December 31, 2024 to RON 16,575,446 in current year is mainly driven by the higher balance of deferred income account, indicating that the Company has received larger amounts in advance from customers, which will be recognized as revenue in future periods. 12. PROVISIONS December 31, December 31, 2025 2024 Carrying amount at start of year 4,769,204 2,790,424 Charged/(credited) to profit or loss - additional provisions recognised - 2,795,566 - unused amounts reversed (994,035) - Amounts used during the year (724,288) (816,786) As at 31st December 3,050,881 4,769,204 Provisions booked as of 31 December 2025 and 31 December 2024 refer to provisions related to untaken holidays, which covers 100% from total balance. The total balanced has decreased with 1,718,323 RON compared with prior year. 13. LEASE Leasing facilities refer to buildings, vehicles and medical equipment. Right-of-use asset Buildings Vehicles Equipment Total Cost Value at 31 December 2024 144,918,989 15,284,402 24,057,160 184,260,550 Additions 19,132,873 7,321,693 481,509 26,936,076 Disposals (3,797,941) (142,731) (14,650,244) (18,590,915) Value at 31 December 2025 160,253,921 22,463,365 9,888,426 192,605,711 Accumulated depreciation Value at 31 December 2024 105,220,708 12,447,756 17,748,074 135,416,538 Charge for the year 24,080,997 2,235,497 961,561 27,278,055 Disposals (3,508,691) (124,918) (11,939,073) (15,572,682) Value at 31 December 2025 125,793,014 14,558,335 6,770,562 147,121,911 Carrying amount Value at 31 December 2024 39,698,281 2,836,646 6,309,086 48,844,012 Value at 31 December 2025 34,460,907 7,905,030 3,117,864 45,483,799 December 31, December 31, 2025 2024 Non-current - Lease Liabilities 28,898,363 27,066,810 Current portion - Lease Liabilities 19,561,979 24,096,539 TOTAL 48,460,342 51,163,349
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 34 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language December 31, December 31, Amounts recognised in P&L 2025 2024 Depreciation charge of right-of-use assets 27,278,055 28,874,133 Interest expense on lease liabilities (included in finance cost) 2,472,326 2,749,951 PL (Loss) / Gain from contracts terminated earlier (24,561) 6,338 Foreign exchange loss in relation with Lease Liabilities 1,170,164 16,849 Income tax expense in relation with Lease Liabilities - - Expense relating to short-term leases (included in rent expenses) 225,683 80,679 Expense relating to leases of low-value assets that are not shown above as short-term leases (included in rent expenses) 276,108 267,454 Other categories 5,372,417 3,361,785 The total cash outflow for leases amount to RON 32,572,737 (2024: RON 32,323,561) for contracts that fall under IFRS 16 (which refer to rental of buildings, vehicles and equipment), out of which RON 30,100,411 (2024: RON 29,573,610) refer to payments of principal and RON 2,472,326 (2024: RON 2,749,951) refer to payments of interest. For leases relating to short-term contracts or low value assets, the total cash outflow amount to RON 501,791 (2024: RON 348,133). Extension and termination options Extension and termination options are only included in the lease term when the Company has the right to unilaterally extend/terminate and judges that this right is reasonably certain to be exercised. For some of the Company’s lease agreements with extension options, these criteria are considered met and the extension option is therefore included in the lease term, in cases in which the prolongation for the contract is automated for one additional year. Some of the real estate leases within the Company contain termination options with a purpose to achieve operational flexibility. During 2025, management is not reasonably certain to exercise the termination options embedded in IFRS 16 lease contracts. 14. 1 NET FINANCIAL DEBT – SYNDICATED LOAN 31 December 31 December 2025 2024 Overdraft 10,197,000 9,948,200 Current portion of long-term loans 32,718,945 58,861,845 Non-current portion of long-term loans 665,239,788 582,827,132 TOTAL 708,155,733 651,637,177 31 December 31 December 2025 2024 Cash and cash equivalents 18,652,611 15,335,770 Interest bearing loans and borrowings (including overdraft) 708,155,733 651,637,177 Lease liabilities 48,460,342 51,163,349 Net debt 737,963,464 687,464,756 Current debt Overdraft 10,197,000 9,948,200 Current portion of lease liability 19,561,979 24,096,539 Current portion of interest bearing loans and borrowings 32,718,945 58,861,845 Long Term Debt Lease liability 28,898,363 27,066,810 Long term interest bearing loans and borrowings 665,239,788 582,827,132
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 35 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Increases in credit facility during 2025 On 25th of March 2025, the Group increased its existing facilities by EUR 50 million and by an additional “Accordion Facility” of up to EUR 25 million, by signing an addendum to the existing syndicated loan agreement. The syndicate of banks which signed the increase in syndicated loan consists of Banca Comercială Română, as Coordinating Mandated Lead Arranger, Documentation Agent, Facility Agent, Security Agent and Bookrunner, Raiffeisen Bank, BRD Groupe Société Générale, Banca Transilvania and ING Bank, as Original lenders. The Company has contracted three credit facilities from its financing banks, namely Facility A, Facility B, and Facility C. Facility A and Facility C are designated to finance capital expenditures as well as mergers and acquisitions, while Facility B is contracted to support the Company’s working capital needs. Facility A represents the initial facility granted, which has been fully utilized with no remaining available limit, whereas Facility C remains active and continues to provide available limit for future capital investments and acquisitions. The balance of the syndicated loan as of December 31, 2025 is RON 696,122,052 (RON 637,528,177 as of December 31, 2024) and is summarised in the table below: Facility B includes a roll-over option. Facility D was transferred to Facility A upon signing the addendum to the existing syndicated loan agreement. As at December 31, 2025 none of the Group members was in breach of any applicable term of the financing facilities. 14.2 NET FINANCIAL DEBT – OUTSIDE SYNDICATED LOAN In addition to the syndicated loan agreement, the Company has also contracted an overdraft facility from Garanti Bank S.A; the amount drawn on December 31, 2025, is of RON 10,197,000. The amounts presented above in the tables as total loans represent the principal portion of the loans, while the remaining amounts represent accrued interest included in the balance. 14.3 GUARANTEES A reconciliation of cash and non-cash movements of loans payable, lease liabilities is presented in the following table: Borrowings Leases Overdraft Total Financial Debt as at 31 December 2024 641,688,977 51,163,349 9,948,200 702,800,526 Cash movements Cash flows net related to principal 40,643,374 (30,100,411) - 10,542,963 Payments of interest (30,688,898) (2,472,326) - (33,161,224) Non-cash movements New leases - 26,227,355 - 26,227,355 Foreign exchange adjustments 16,987,420 1,170,164 404,506 18,562,090 Other changes (non-cash movements) 29,327,860 2,472,210 - 31,800,070 Financial Debt as at 31 December 2025 697,958,733 48,460,341 10,352,706 756,771,780 Liabilities from financing activities *Other changes (non-cash movement) contains the accrued interest expense. Credit Facility Interest Rate Currency Year of Maturity Total Loans as of December 31st, 2025 Total Loans as of December 31st, 2024 Facility A EURIBOR 6M + relevant margin EUR 2031 617,382,348 475,013,441 Facility B EURIBOR 6M + relevant margin EUR 2027 43,003,747 24,545,134 Facility C EURIBOR 6M + relevant margin EUR 2031 35,735,957 127,170,050 Facility D EURIBOR 6M + relevant margin EUR 2031 - 10,799,552 Totals 696,122,052 637,528,177 Loan Type Property, plant & Equipment Current accounts Anuual contractual value Shares Syndicated 292,872,504 13,563,135 66,090,275 non - monetary Totals 292,872,504 13,563,135 66,090,275 non-monetary
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 36 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 15. SHARE CAPITAL AND SHARE PREMIUM The issued share capital in nominal terms consists of 531,481,968 ordinary shares as at 31 December 2025 (31 December 2024: 531,481,968) with a nominal value of RON 0.25 per share. The holders of ordinary shares are entitled to one vote per share in the shareholders’ meetings of the Company, except for the treasury shares bought back by the Company as part of the share buy-back program. All shares rank equally and confer equal rights to the net assets of the Company, except for treasury shares. 31 December 31 December 2025 2024 Share capital 132,870,492 132,870,492 Share premium (308,155) (308,155) TOTAL 132,562,337 132,562,337 During 2025 the Company reacquired own equity instruments (treasury shares) in a total amount of RON 1,466,326 (2024: RON 1,078,836) and released no shares (2024: RON 0). No amount was recognised for the difference between the fair value and cost of own shares, since no change was made (compared with 2024, when the amount recognised was RON 308,155 and was included as an increase on the share premium account). The total number of shares held by the entity is 665,983 as of 31 December 2025 (427,042 as of 31 December 2024). The remaining treasury shares in balance will be further used by the Company to transfer free of charge the shares to its employees under the share-based payment programme (please see Notes 3.17 and 3.20) or released to minority shareholders from subsidiaries in exchange for their shares. 16. RESERVES The structure of the Company’s reserves is presented below: December 31, December 31, 2025 2024 Legal reserves (i) 8,456,933 8,456,932 Other reserves (ii) 29,491,129 27,895,073 Revaluation reserves (iii) 111,306,809 106,464,509 TOTAL 149,254,871 142,816,514 (i), (ii) General reserves and other reserves Balance at beginning of the year 36,352,005 35,227,339 Movements 1,596,057 1,124,666 Balance at the end of the year 37,948,062 36,352,005 (iii) Revaluation reserves Balance at beginning of the year 106,464,509 106,464,509 Decrease arising revaluation correction - - Increase due to revaluation 5,764,642 - Deferred tax related to revaluation (922,342) - Balance at the end of the year 111,306,809 106,464,509 Other reserves have increased in 2025 with 1,596,057 RON (2024: RON 0) due to stock option plan. The revaluation reserve arises on the revaluation of land and buildings. During 2025, the Company engaged an independent appraiser to determine the fair value for land and buildings as of 31 December 2025. The total revaluation difference that was recorded as a revaluation surplus in the statement of changes in equity is in the amount of RON 5,764,642. When revalued land or buildings are sold or otherwise disposed of, the portion of the properties revaluation reserve that relates to that asset, and that is effectively realized, is transferred directly to general reserves. The effects of taxes on income, resulting from the revaluation of property, plant and equipment are recognized and disclosed in accordance with IAS 12 Income Taxes (please see Note 24). Starting with 2025, the fair value of the share-based awards at the grant date is recognized as an employee benefit expense with a corresponding increase in equity within Other Reserves for share-based remuneration, in a total amount of RON 1,596,057.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 37 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 17. REVENUE FROM CONTRACTS WITH CUSTOMERS Turnover for the 12 months period ended December 31, 2025 was 779,671,690 RON (12 months ended December 31, 2024: 716,937,391 RON) and consists of medical services revenues, including revenues from corporate prevention packages, as well as outpatient services, day and inpatient hospital services and laboratory services. Please see breakdown below. Sales 12 months 2025 12 months 2024 Variation Business Line Sales Sales 2025/2024 Clinics 219,242,234 28.1% 209,466,630 29.2% 4.7% Corporate 217,296,227 27.9% 201,389,691 28.1% 7.9% Hospitals 198,125,636 25.4% 173,208,866 24.2% 14.4% Laboratories 144,447,747 18.5% 130,210,975 18.2% 10.9% Overheads 559,846 0.1% 2,661,229 0.4% -79.0% TOTAL SALES 779,671,690 100% 716,937,391 100% 9% % of Total Sales % of Total Sales Of the total sales in 2025, around 13% (12% in 2024) come from the treatment of patients insured through the Health Insurance House. The Company's revenues are generated in Romania. The entire amount included in contractual obligations at the beginning of the year (Note 10) was recorded as income in 2025. 18.1 OTHER OPERATING INCOME 12 months 2025 12 months 2024 Other operating income 2,338,368 839,144 TOTAL 2,338,368 839,144 18.2 Dividend Income During 2025, the Company has recorded dividends in amount of RON 24,943,785 from its subsidiaries, out of which the amount RON 4,459,492 was collected in cash until the end of the year and the amount RON 20,484,293 has been compensated with loans received from related parties (Note 23). 19. THIRD PARTY EXPENSES 12 months 2025 12 months 2024 Medical services 254,052,249 229,498,462 Marketing & Advertising 583,891 52,273 Cleaning and laundry 7,688,679 6,472,830 Consulting services 5,432,336 5,017,051 Legal services 5,518,948 4,308,166 Others 7,738,515 8,130,143 Security and safety 2,203,191 1,873,987 Waste collection and sanitation 2,323,145 2,223,188 Storage and archiving services 471,466 511,259 IT services 465,614 530,714 Logistics and telecommunications services 136,960 167,582 Accreditations and authorizations 497,532 499,121 TOTAL 287,112,526 259,284,776 Around 88% of total Third party expenses incurred during 2025 and 2024 refer to collaboration contracts concluded with doctors. These contracts primarily cover medical services provided by independent practitioners (including consultations, investigations and surgical procedures), who operate under collaboration arrangements rather than employment agreements. The related costs are largely variable in nature and directly linked to the volume and complexity of medical services delivered, reflecting the Company’s operational model and its flexibility in managing medical staff capacity. The amounts included in the “Others” category represent Third party expenses that cannot be further itemised and they represent 3% out of the total Third party expenses (2024: around 3%).
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 38 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 20. OTHER OPERATING EXPENSES 12 months 2025 12 months 2024 Utilities 9,119,640 8,797,143 Repairs maintenance 6,752,937 6,245,405 Rent 5,874,208 3,709,918 Insurance premiums 1,722,572 1,982,223 Promotion expense 18,611,347 15,686,744 Communications 2,406,008 2,379,998 Other administration and operating expenses 8,523,103 5,921,260 TOTAL 53,009,815 44,722,691 On the Other administration and operating expenses it is included an amount of RON 7,186,658 (2024: RON 2,949,239) related mostly to expensed amounts related to guarantees called by suppliers and recognised as an expense. 21. MANAGEMENT AND STAFF PERSONNEL EXPENSES The structure of the Company’s personnel is described below: 12 months 12 months 2025 2024 Management 40 43 Staff 1,989 1,949 Total 2,029 1,992 The short-term benefits (salary expenses) paid by the Company, by type of personnel are described below: 12 months 12 months 2025 2024 Management 23,048,494 26,905,665 Staff 208,271,025 184,165,541 Total 231,319,520 211,071,206 For key management personnel expenses, please refer to Note 23 (b). Stock Option Plan During the 10 October 2024 OGSM, the Company’s shareholders approved the Remuneration Policy, which establishes the framework for a long-term incentive plan for the executive management based on the grant of shares free of charge. The plan is implemented by the Board of Directors, with the support of an independent Big4 consultant with relevant expertise in this area, who has benchmarked similar companies in Romania and the region, and is designed to align management’s interests with those of shareholders by rewarding long-term performance. Under the plan, the executive managers, including the CEO, are entitled to receive a number of shares subject to the fulfillment of service and performance-related vesting conditions. The vesting period is four years, with vesting occurring both annually, in equal tranches of 25%, and cumulatively at the end of the full vesting period. The plan is based on key long-term performance indicators reflecting the collective contribution of executive management. At the same time, the executive management identified key people within the organization, who, through their strategic role and contribution to the Group's development, were included, starting with the financial year 2025, in a dedicated SOP program. This program mirrors the principles and structure of the SOP applicable to the executive management, with the objective of boosting performance and strengthening retention among critical resources for the organization. In their case, the key performance indicators have been established and approved by the Executive Board, in line with the Group's strategic objectives and the specific responsibilities of each role. The structure of these indicators is aligned with that used for the executive management, aiming to ensure a coherent and fair framework for evaluating performance within the organization. The total number of shares calculated to be granted under the 2025 – 2029 Stock Option Plans is of up to 2,004,763 shares, which represents 0.3772% of the share capital of the parent company and represent the total outstanding number of instruments at the end of the year. During the reporting period, there were no instruments exercised, expired, or forfeited. The shares will be allocated to the SOP Beneficiaries (the executive management and the key people designated by the executive management), subject to the fulfillment of service and performance-related vesting conditions over the four-year vesting period. The share-based payment expense is recognized at the fair value of the shares at the grant date and amounts to RON 1,596,057 for the year ended 2025 (2024: 0 RON). This represents an accrual based on the estimated number of awards expected to vest and the portion of the vesting period elapsed to date. This amount does not represent a confirmed
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 39 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language entitlement for the employees and executives participating in the program. Final vesting is conditional upon both continued employment and the actual achievement of performance conditions assessed at the end of the performance period. Accordingly, the amount ultimately recognized may differ from the accrual recorded in the current year. The Company has applied a Monte Carlo simulation model to determine the fair value of the share-based payment plan, through explicit simulations of the Company’s share price over a four-year period. The Monte Carlo simulation incorporates parameters calibrated based on historical data analysed from the previous five years. Valuation technique Method of analysis Monte Carlo simulation Number of simulations 50,000 Significant input data Grant Date 30 April 2025 Share price at Grant Date 6.22 Weighted average share price 7.06 Weighted average exercise price not applicable Expected life of the plan 4 years Risk-free interest rate 4.81% Expected dividend yield (based on past performance) 0% Total expense recorded for the period 30 April 2025 - 31 December 2025 1,596,057 Please also refer to Note 23b) on key management personnel compensation. 22. NET FINANCIAL RESULT 12 months 2025 12 months 2024 Other financial expenses (1,270) - Loss from foreign exchange rate impact (17,469,966) (405,508) Finance cost (36,049,590) (44,090,127) Bank commissions (2,065,184) (1,722,819) Finance income 12,899,548 13,005,328 FINANCIAL NET LOSS (42,686,462) (33,213,126) 23. RELATED PARTIES (a) Main shareholders As of December 31, 2025, the shareholders’ structure of Med Life S.A. is as presented below: Number of shares % Cristescu Mihaela Gabriela 74,642,760 14.04% NN privately administered Pensions Fund 70,356,940 13.24% Marcu Mihail 66,944,828 12.60% Marcu Nicolae 51,981,600 9.78% AZT Viitorul Tau privately administered Pensions Fund (Allianz Tiriac) 46,219,200 8.70% Metropolitan Life privately administered Pensions Fund 41,860,925 7.88% International Finance Corporation (IFC) 24,110,400 4.54% Other Legal Persons 132,295,686 24.89% Med Life S.A. 665,983 0.13% Other Individuals 22,403,646 4.22% TOTAL 531,481,968 100%
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 40 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language As of December 31, 2024, the shareholders’ structure of Med Life S.A. was as presented below: Number of shares % Cristescu Mihaela Gabriela 74,642,760 14.04% Marcu Mihail 72,944,828 13.72% NN privately administered Pensions Fund 70,356,940 13.24% Marcu Nicolae 54,631,600 10.28% AZT Viitorul Tau privately administered Pensions Fund (Allianz Tiriac) 46,219,200 8.70% Metropolitan Life privately administered Pensions Fund 34,763,991 6.54% International Finance Corporation (IFC) 24,110,400 4.54% Other Legal persons 125,066,423 23.53% Med Life S.A. 427,042 0.08% Other Individuals 28,318,784 5.33% TOTAL 531,481,968 100% (b) Executive Committee and Board of Directors’ compensation – key management personnel expenses Compensations granted to the members of the Executive Committee, which are considered key management personnel, were as follows: 12 months 2025 12 months 2024 Executive Committee 7,560,472 8,179,674 out of which: Short term employee benefits 6,528,552 8,179,674 Remuneration 5,041,228 7,959,806 Benefits 226,485 219,868 Short-term incentive 1,260,839 - Share based payment 1,031,920 - Long-term incentive (share based payments) 1,031,920 - Executive Committee compensation includes the payments made to members of the top management under their mandate contracts concluded with the Company for a period of four years, as well as the accruals for the short-term incentive (STI) and long-term incentive (LTI) components, calculated in accordance with the provisions of the Company’s Remuneration Policy. Stock Awards Subject to Performance Conditions Share based payment arrangements The Company operates a long term incentive plan (“LTIP”) under which selected employees and executives are granted equity settled stock awards. During the year, the Company granted stock awards (please refer to note 21 for the total number of shares granted) that vest subject to the achievement of specified performance conditions. Performance conditions The stock awards vest over a four-year performance period, with vesting occurring both annually, in equal tranches of 25%, and cumulatively at the end of the full vesting period, and are contingent upon continued employment and the achievement of a series of market and non-market performance conditions, approved annually by the Board’s Remuneration Committee. Recognition in the current year As the LTIP was introduced during the current year, the share based payment charge recognised represents an accrual based on the estimated number of awards expected to vest and the portion of the vesting period elapsed to date. This amount does not represent a confirmed entitlement for the employees and executives participating in the programme. Final vesting is dependent on both continued employment and the actual achievement of performance conditions evaluated at the end of the performance period, and the amount ultimately recognised may differ from the accrual recorded in the current year. Please refer to Note 21) for more details. The Executive Committee of the Company comprises the following members: - Mr. Mihail Marcu as Chief Executive Officer and Member of the Executive Committee; - Mr. Nicolae Marcu as Director of Health and Operations and Member of the Executive Committee; - Mr. Dorin Preda as Deputy Chief Executive Officer and Member of the Executive Committee; - Ms. Alina -Oana Irinoiu-Titu as Chief Financial Officer and Member of the Executive Committee. Compensations granted to the members of the Board of Directors, which are considered key management personnel, were as follows:
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 41 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 12 months 2025 12 months 2024 Board of Directors 4,157,742 4,099,181 out of which: Short term employee benefits 4,157,742 4,099,181 Indemnity 3,916,295 3,860,308 Benefits 241,447 238,873 In line with the Remuneration Policy, the Directors do not benefit from a variable remuneration component. Med Life S.A. Board of Directors consists of 7 members under administration agreements concluded with the Company, and approved by the General Shareholders Meeting. The members’ mandates are for a period of 4 years, starting with 22 December 2024, according to the Ordinary General Shareholders Meeting no. 1 / 21.11.2024. The composition of Medlife S.A. Board of Directors is: Mihail Marcu – Executive Director – Chairman of the BoD Nicolae Marcu – Executive Director – Member of the BoD Dorin Preda – Executive Director – Member of the BoD Ana Maria Mihaescu – Non-executive Director – Member of the BoD Dimitrie Pelinescu-Onciul – Non-executive Director – Member of the BoD Voicu Cheta – Non-executive Director – Member of the BoD Ovidiu Fer – Non-executive Director – Member of the BoD During the year 2025 there have been no amendments to the composition of Medlife S.A. Board of Directors. (c) Balances and transactions with subsidiaries and other related parties Balance of receivables and payables from/to subsidiaries and other related parties: Trade Receivables/Trade Payables The Company’s trade relations with its subsidiaries represent rendering of medical services, rental of medical facilities and acquisition of materials and commodities. The Company’s total Trade receivables from related parties are in the amount of RON 60,647,197 (31 December 2024: RON 48,667,306) and are part of Trade receivables on the statement of financial position. The Company’s total Trade payables due to related parties are in the amount of RON 119,536,877 (31 December 2024: RON 99,971,550) and are part of Trade and other payables on the statement of financial position.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 42 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language December 31, December 31, December 31, December 31, 2025 2024 2025 2024 Centrul Medical Panduri S.A. 2,093,392 1,374,044 11,259,472 8,570,418 Almina Trading S.A. 577,574 1,940,515 169,164 309,784 Anima Speciality Medical Services S.R.L. 4,245,492 4,730,841 3,725,659 9,540,139 Pharmalife Med S.R.L. 6,766 5,064 1,569,704 991,819 Policlinica de Diagnostic Rapid S.A. 9,608,941 11,702,059 29,246,183 21,161,684 Histo S.R.L. 1,233 1,233 675,785 564,607 Genesys Medical S.R.L. 4,604,338 806,210 13,847,096 10,122,262 Policlinica de Diagnostic Rapid Medis S.R.L. 140,270 1,033,888 1,892,242 2,868,592 Biotest Med S.R.L. 4,754,887 3,072,909 12,455,057 10,329,946 Vital Test S.R.L. - - 1,223,199 1,223,199 Centrul Medical Sama S.A. 4,735,252 3,380,419 9,904,443 7,709,159 Ultratest Craiova S.A. 38,109 38,109 - - Bahtco Invest S.R.L. - - 1,453,216 827,604 Medapt S.R.L. - - 832,033 832,033 SC Rur Medical SRL 244,108 244,108 1,134,616 1,134,616 Stem Cells Bank S.A. 6,417,032 5,240,775 - - Dent Estet Clinic S.A. 106,618 109,149 287,799 159,368 Medlife Ocupational S.R.L. 55,990 55,990 - - Solomed Clinic S.A. 3,638,653 2,809,595 4,207,706 3,050,794 Clinica Polisano S.R.L. 7,329,737 5,493,146 6,779,106 4,863,956 Prima Medical S.R.L. 46,639 46,639 210,197 133,502 Aspen Laborator Dentar S.R.L. 2,051 1,300 - - Solomed Plus S.R.L. 2,875 2,875 1,734,424 1,481,712 Valdi Medica S.A. 3,251,414 2,062,941 616,799 455,168 Sfatul Medicului S.R.L. 196,227 188,067 41,870 105,351 Spital Lotus S.R.L. 1,244,288 1,199,190 868,863 510,167 Centrul Medical Micromedica S.R.L. 70,053 678,325 1,568,491 1,702,419 Onco Team Diagnostic S.R.L. 75,922 26,797 6,294,101 7,270,485 Badea Medical S.R.L. 4,581 - 199,480 32,614 Pharmachem Distributie S.R.L. 8,216 - 3,940,354 2,955,041 Dent Estet Ploiesti S.R.L. 4,571 - - - Expert Med Centrul Medical Irina S.R.L. - - 61,055 14,036 Krondent S.A. 1,298 - - - Medica S.A. - - - 66,154 Stomestet S.A. - - 75,391 36,193 Costea Digital Dental S.R.L. 2,183 - - - MNT Heathcare Europe S.R.L. 461,521 621,801 4,500 4,500 SC Pro Life Clinics SRL - - 38,439 15,946 Onco Card S.R.L. - - 168,416 96,958 Tomorad Expert S.R.L - - 8,899 6,081 Sweat Concept One S.A. 570 - - - Alinora Optimex S.R.L. - - 460,501 460,501 Sanopass S.R.L. 23,236 - 5,440 49,403 Medici's S.R.L. 2,485,142 1,379,732 952,062 - M-Profilaxis S.R.L. 1,188,225 - - - Muntenia Medical Competences S.A. - - 21,968 36,253 Centrul de Diagnostic si Tratament Provita S.A - - 188,475 153,318 Laborator Cuza Voda S.R.L. 860,232 417,503 - - Provita Pain Clinic S.A. - - 8,145 2,866 Dent Estet Genesys S.R.L. 1,542 - - - Green Dental Clinic S.R.L. 407 602 - - Micromedica Roman S.R.L. - - 67,790 6,560 Euromedica Hospital S.A. 165,850 - 17,457 - Centrul Medical Antares S.R.L. 8,217 - 63,491 - Personal Genetics S.R.L. 1,850,010 - 874,995 - Policlinica Union S.R.L. 83,577 - 77,449 - Routine Med S.A. - - 76,960 - Related parties* 9,958 3,482 228,385 116,345 Total 60,647,197 48,667,306 119,536,877 99,971,550 Receivables from Payables to *Related parties refer to shareholders and other companies owned directly by the shareholders, not a part of Medlife Group Other liabilities from related parties On the Other liabilities account it is included the amount of RON 1,761,907 (31 December 2024: 1,761,907) in relation to Policlinica Diagnostic Rapid, subsidiary of Med Life S.A. Other receivables from related parties On the Other assets it is included an intragroup amount of RON 13,720,571, mainly representing dividends distributed by subsidiaries and not yet collected.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 43 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Loans granted to relates parties – outstanding balances December 31, December 31, December 31, December 31, 2025 2024 2025 2024 Valdi Medica S.R.L. - - 325,798 375,798 Bahtco Invest S.R.L. 44,888,299 46,478,017 17,100,262 13,983,200 MedLife Ocupational S.R.L. - 188,531 1,028 266,881 Stem Cells Bank S.A. 30,816,936 24,789,936 7,322,701 4,969,747 Clinica Polisano S.R.L. 4,577,171 7,314,977 9,201,427 8,686,869 Personal Genetics S.R.L. 1,827,901 683,939 - - Anima Speciality Medical Services S.R.L. 1,353,605 10,353,605 3,765,190 3,398,801 Sfatul Medicului S.A. 4,310,500 4,210,500 1,380,479 1,008,025 Pharmalife Med S.R.L. 8,439,358 8,439,358 3,215,333 2,484,764 RMC Medlife Holding Kft. - 4,606,017 145,416 159,063 Routine Med S.A. 1,000,000 - 83,182 - All Clinic S.R.L. 406,600 - 771 - Badea Medical S.R.L. 867,860 867,860 229,879 154,808 MNT Healthcare Europe S.R.L 5,790,384 5,790,384 606,044 370,661 Sanopass S.A. 4,326,101 4,326,101 1,219,009 844,801 Solomed Clinic S.A. - - - 101,923 Sweat Concept One S.R.L. 4,786,000 22,883,930 781,721 3,642,107 Centrul de Diagnostic si Tratament Provita S.A. 36,544,816 13,890,550 3,208,533 1,104,800 Medicis S.A. 10,378,000 1,988,000 549,445 12,833 Pharmachem Distributie S.A. 7,914,243 7,914,243 Policlinica de Diagnostic Rapid S.A. 182 12,420 - - Total 168,227,956 164,738,368 49,136,218 41,565,081 Loans granted to: Interest receivable from: Outstanding balance of: The decrease in loan granted to Sweat Concept by Med Life S.A. as of 31 December 2025 as compared to 31 December 2024 is a result of the conversion of loan in share capital by increasing the participation with 14.95% (please see note 4.2). The balances of the loans granted to the related parties also include the amount of RON 15,308,716 (2024: RON 14,722,878), values that are found in the statement of financial position on the line of Other financial assets. Total interest income recognized in the period was in amount of RON 11,775,277 (RON 12,760,406 as of December 31, 2024). Total interest expense recognized in the period was in amount of RON 1,542,358 (RON 978,475 as of December 31, 2024). The management has calculated the impact of accounting for amortized cost and concluded that the ECL impact is not material. No collateral is provided for loan contracts, for the amounts granted to related parties and the interest rates range between 4% and 5% for EUR and between 8% and 9% for RON. Loans received from related parties - outstanding balances December 31, December 31, December 31, December 31, 2025 2024 2025 2024 Policlinica de Diagnostic Rapid Medis S.R.L. - - 39,160 39,160 Policlinica de Diagnostic Rapid S.A. 1,960,373 - 58,507 1,624 Onco Card S.R.L. 4,000,000 - 259,888 - Med Life Broker de Asigurare si Reasigurare S.R.L. - 659,000 - 105,066 Prima Medical S.R.L. 800,134 1,700,000 287,061 154,892 Almina Trading S.A. 3,457,641 457,637 1,068,000 754,581 Genesys Medical Clinic S.R.L. 6,731,769 6,731,769 1,814,472 1,232,178 Spital Lotus S.R.L. 659,725 359,725 879,347 624,373 Med Life Ocupational S.R.L. 1,094,000 - 22,348 - Centrul Medical Micromedica SRL - - - - Policlinica Union S.R.L. - 1,500,000 119,441 4,977 Stomestet S.A. 1,000,000 1,000,000 95,273 8,769 Solomed Clinic S.A. 3,000,000 3,000,000 157,580 - Biotest Med S.R.L. - - 2,883 - MNT Asset Management S.R.L. - - 4,345 - Valdi Medica S.R.L. - 17,820 - - Total 22,703,643 15,425,951 4,808,305 2,925,620 Loans received from: Interest payable to: Outstanding balance of: No collateral is provided for loan contracts, for the amounts received from related parties and the interest rates range between 4% and 5% for EUR and between 8% and 9% for RON.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 44 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Loans granted to related parties - movements 2025 2024 2025 2024 Valdi Medica S.R.L. - 8,192,976 50,000 10,080,024 Bahtco Invest S.A. 10,473,975 9,415,967 12,619,031 5,939,642 MedLife Ocupational S.R.L. - 467,608 125,000 Stem Cells Bank S.A. 6,127,000 4,530,350 100,000 30,000 Clinica Polisano S.R.L. 1,500,000 20,850 4,216,956 14,416,118 PERSONAL GENETICS SRL 17,105 - - 1,501,559 ANIMA SPECIALITY MEDICAL SERVICES SRL - - 9,000,000 - Sfatul Medicului S.R.L. 100,000 - - - Pharmalife Med S.R.L. 690,000 733,270 690,000 733,270 RMC Medlife Holding Kft. - 3,828,908 - 317,303 ROUTINE MED S.A. 2,000,000 - 1,000,000 - ALL CLINIC 406,600 - - - Badea Medical S.R.L. - 140,000 - - MNT Healthcare Europe S.R.L - 1,000,000 - 1,000,000 Sanopass S.A. - - - - Solomed Clinic S.A. - - - - Sweat Concept One S.R.L. 6,235,000 8,073,500 49,000 - CDTP Provita 26,654,266 4,694,920 4,000,000 - Medicis S.A. 8,390,000 1,988,000 - - Policlinica de Diagnostic Rapid S.A. - - 11,277 - Total 62,593,946 42,618,741 32,203,872 34,142,916 Movement in: Borrowings granted Reimbursments received Loans received from related parties - movements 2025 2024 2025 2024 2025 2024 Policlinica de Diagnostic Rapid Medis S.R.L. - - - - - - Policlinica de Diagnostic Rapid S.A. 1.960.373 - - - - - Onco Card S.R.L. 4.650.000 - 650.000 - - - Med Life Broker de Asigurare si Reasigurare S.R.L. - 500.000 - - 659.000 - Prima Medical S.R.L. 800.000 1.700.000 - - 1.699.866 - Almina Trading S.A. 3.000.000 9.750.000 - 11.192.359 - - Genesys Medical Clinic S.R.L. - - - - - - Spital Lotus S.R.L. 4.800.000 6.725.000 - 6.365.275 4.500.000 - Med Life Ocupational S.R.L. 1.344.000 - 250.000 - - - Centrul Medical Micromedica SRL 1.912.163 550.000 - 550.000 1.912.163 - Policlinica Union S.R.L. - 1.500.000 1.500.000 - - - Stomestet S.A. - 1.000.000 - - - - Solomed Clinic S.A. - 3.000.000 - - - - Biotest Med S.R.L. 600.000 - 600.000 425.000 - - MNT Asset Management S.R.L. 2.798.730 - 2.798.730 - - - Valdi Medica S.R.L. - - - - 17.820 - Total 21.865.266 24.725.000 5.798.730 18.532.634 8.788.849 - Cash movement in: Borrowings received Reimbursments paid Settlements (*) Non-cash movement (*) Settlements represent the offsetting of loans received from related parties against dividends distributed by subsidiaries to MedLife S.A.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 45 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Transactions with related parties: Sales and purchases of services 2025 2024 2025 2024 Policlinica de Diagnostic Rapid S.A. 5,486,884 5,301,649 7,625,435 7,352,070 Policlinica de Diagnostic Rapid Medis S.R.L. 310,699 323,938 92,854 92,585 Bahtco Invest S.R.L. - - 17,666,931 16,045,637 Genesys Medical S.R.L. 3,794,921 4,280,265 3,669,880 3,631,265 Biotest Med S.R.L. 1,681,974 1,389,930 2,131,557 2,021,667 Centrul Medical Sama S.A. 1,354,831 1,079,691 2,345,287 2,348,644 Prima Medical S.R.L. - - 76,695 73,710 Aspen Laborator Dentar S.R.L. 7,495 6,056 - - Almina Trading S.A. 1,988,490 1,801,030 1,146,306 1,048,833 Centrul Medical Panduri S.A. 717,900 638,921 6,586,882 5,287,328 Dentestet 4 Kids S.R.L. - 15,075 - - Dent Estet Clinic S.A. 100,276 93,261 1,033,109 903,261 Green Dental S.R.L. 4,545 5,345 - - Clinica Polisano S.R.L. 1,829,074 1,614,589 1,854,397 1,582,073 Solomed Clinic S.A. 829,058 690,751 1,125,105 963,392 Anima Speciality Medical Services S.R.L. 1,015,161 785,124 3,093,901 2,583,681 Stem Cells Bank S.A. 1,016,077 927,081 - - Valdi Medica S.A. 1,188,475 986,943 161,631 198,162 Sfatul Medicului S.R.L. 8,160 8,507 167,665 125,529 Pharmalife Med S.R.L. 6,835 6,191 514,934 275,411 Centrul Medical Micromedica S.R.L. 291,508 260,958 765,856 1,340,141 Micromedica Roman S.R.L. - - 61,230 6,560 Centrul Medical Antares S.R.L. 227,301 - 58,190 5,301 Onco Team Diagnostic S.R.L. 61,626 6,507 6,847,616 4,802,519 Spital Lotus S.R.L. 2,045,099 1,932,706 336,218 370,241 Dent Estet Ploiesti S.R.L. 13,217 12,303 - - Personal Genetics S.R.L. 1,910,589 - 722,210 - Euromedica HospItal S.A. 186,973 - 17,457 - Sweat Concept One S.A. 9,763 - - - Krondent S.R.L. 13,025 11,507 - - Costea Digital Dental S.R.L. 8,971 10,043 - - Pharmachem Distributie S.R.L. 51,356 49,811 5,988,304 6,035,052 SC M-Profilaxis S.R.L. 697,407 494,465 - - Badea Medical S.R.L. 2,634 2,169 229,907 236,572 SC Histo S.R.L. - - 105,873 97,429 Solomed Plus S.R.L. - 1,719 257,337 273,948 Tomorad Expert S.R.L. - - 2,585 1,765 Centrul de Diagnostic si Tratament Provita S.A. - - 363,878 471,073 Dent Estet Genesys S.R.L. 6,163 5,905 - - Medici's S.R.L. 1,105,410 911,060 1,198,159 192,482 Laborator Cuza Voda S.R.L. 604,823 560,327 - - Muntenia Medical Competences S.A. - - 24,285 13,213 MNT Healthcare Europe S.R.L. 1,795,570 1,237,009 - - Routine Med S.A. - - 76,430 - Sanopass S.A. 102,462 147,666 571,497 894,201 Policlinica Union S.R.L. 525,095 552,797 31,873 18,841 Provita Pain Clinic S.A. - - 59,749 50,842 Onco Card S.R.L. - - 66,275 57,026 Medica S.A. - - 48,042 56,404 Pro Life Clinics S.R.L. - - 40,265 29,253 Expert Med Centrul Medical Irina S.R.L. - - 47,839 18,808 Stomestet S.A. - - 64,430 56,728 Related parties* 68,368 18,039 700,800 700,982 Total 31,068,215 26,169,338 67,978,871 60,262,626 Purchases Sales *Related parties refer to shareholders and other companies owned directly by the shareholders, not a part of Medlife Group
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 46 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 24. TAXATION 12 months 12 months 2025 2024 Current income tax expense 8,166,117 7,497,600 Deferred tax income (56,976) (613,034) Total income tax expense / (income) 8,109,141 6,884,566 Profit before tax 16,864,061 29,380,897 Tax expense using the statutory rate of 16% 2,698,250 4,700,944 Fiscal effect of non-deductible expenses 1,563,524 958,759 Sponsorship/other compensation (1,209,819) 1,653,604 Adjustments in respect of current income tax of previous years - - Other elements (including different fiscal treatment) 5,162,333 (428,741) Income tax for the current year 8,109,141 6,884,566 Income tax to profit or loss – Expense / (Income) 8,109,141 6,884,566 12 months 12 months 2025 2024 Income tax liabilities as at January 1 2,256,090 97,549 Income tax paid in the current year (8,251,684) (5,339,059) Income tax payable in the current year 8,166,117 7,497,600 Current tax liabilities 2,170,523 2,256,090 Components of deferred tax December 31, Change in December 31, 2025 deferred tax 2024 Deferred tax assets Non-current assets - - - Amount related to untaken holidays provisions 488,141 (274,932) 763,073 Total deferred tax asset 488,141 (274,932) 763,073 Deferred tax liability December 31, Change in December 31, 2025 deferred tax 2024 Other elements 104,872 - 104,872 Revaluation reserve 17,541,474 590,435 16,951,039 Total deferred tax liability 17,646,346 590,435 17,055,911 Net deferred tax liability 17,158,204 865,366 16,292,838
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 47 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Components of deferred tax December 31, Change in December 31, 2024 deferred tax 2023 Deferred tax assets Non-current assets - - - Amount related to untaken holidays provisions 763,073 316,605 446,468 Total deferred tax asset 763,073 316,605 446,468 Deferred tax liability December 31, Change in December 31, 2024 deferred tax 2023 Other elements 104,872 - 104,870 Revaluation reserve 16,951,039 (296,429) 17,247,468 Total deferred tax liability 17,055,911 (296,429) 17,352,338 Net deferred tax liability 16,292,839 (613,034) 16,905,872 The Company accrues income taxes at the rate of 16% on profits computed in accordance with the Romanian tax legislation. The net effect of the change on deferred tax balances recognized as at December 31, 2025, except for the deferred tax related to the revaluation reserve which is recognized in equity, is reflected in the statement of comprehensive income for the year then ended. During 2025, the Company has recognised deferred tax in relation with the revaluation reserve of RON 590,435 (RON 296,429 as of December 31, 2024), out of which RON 331,908 was charged to Profit and Loss account and RON 922,342 was registered in relation with revaluation that took place during 2025 through OCI. 25. CAPITAL MANAGEMENT The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of debt, which includes the borrowings disclosed in Note 14, cash and cash equivalents disclosed in Note 8 and equity, comprising issued capital, reserves and retained earnings as disclosed in note 15 and note 16. The Company’s risk management reviews the capital structure regularly. As a part of this review, the management considers the cost of capital and the risks associated with each class of capital. Based on management’s recommendations, the Company manages its capital structure primarily through dividend distributions from subsidiaries, taking into account that existing borrowings were incurred also to finance the acquisition of subsidiaries, by raising new financing and repayment of existing debt. The Company is the Parent entity of Medlife Group. The Group has grown in 2025 principally through organic development and less through acquisitions. In expanding organically, the Group is exposed to potential loss of capital if the expansion or new activities do not immediately meet their financial objectives, which also has an impact on Med Life S.A. The Company’s objective is to use cash flows generated by its established business units to support investments in new organic projects, which typically involve an initial ramp-up phase until reaching maturity. In this context, the Company maintains an adequate level of equity to act as a buffer against potential variations in performance. Debt financing has been primarily used to fund acquisitions of subsidiaries, whose results are reflected in the consolidated financial statements, but also organic development projects. When assessing the adequacy of its capital structure relative to its activities and exposures, the Company monitors the ratio of total equity to net interest-bearing loans and borrowings (excluding overdrafts and net of cash and cash equivalents), as presented in the table below. The Company’s medium-term objective is to maintain this ratio at sustainable levels while continuing to invest in business development and strategic acquisitions, ensuring a balanced capital structure between debt and equity. December 31, December 31, 2025 2024 Interest-bearing loans and borrowings without overdraft 697,958,733 641,688,977 Cash and cash equivalents 18,652,611 15,335,770 Loans payable net of cash 679,306,122 626,353,207 Total Equity 359,384,706 345,657,755 Ratio Total equity to loans payables net of cash 0.53 0.55
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 48 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 26. RISK MANAGEMENT The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. The Audit Committee is responsible for monitoring and addressing issues concerning the effectiveness and efficiency of the Company’s internal controls, regulatory compliance and risk management. In the course of its business the Company is exposed to a number of financial risks, including credit, interest rate, liquidity and foreign currency risks. This note presents the Company’s objectives, policies and processes for managing these risks and methods used to measure risks. The central treasury function has an important role in managing the Company’s financial risks with the aim to control and manage the Company’s financial exposure and financial costs with a balance between risk and costs. (a) Credit risk Financial assets that potentially give rise to concentrations of credit risk consist principally of cash, short-term deposits, trade and other receivables and other financial assets, as well as intercompany loans. The Company’s cash equivalents and short-term deposits are placed with reputable financial institutions with a high credit rating in Romania. Trade receivables are represented net of the allowance for expected credit losses. Credit risk with respect to trade receivables is limited due to the large number of customers comprising the Company’s customer base, which consists mainly of both individuals and companies. Around 54% of the total sales are cash-based with remaining being based on issuance of invoices. The financial condition of these customers in relation to their credit standing is evaluated on an ongoing basis. The Company has also developed certain procedures to assess legal entities as customers prior to signing contracts, aimed at providing health care packages (PPMs), and monitoring their ability to meet the payments during the course of contracts. Also, the Company has established an internal Collection department which actively monitors encashments received from customers. The gross carrying amounts of financial assets (before credit loss allowances) included in the statement of financial position represent the Company’s maximum exposure to credit risk in relation to these assets. The Company has only 13% of its sales during 2025 deriving from the treatment of NHIH insured patients (concentration of credit risk) – reliance on major customers. At 31 December 2025 and 31 December 2024, the Company did not consider there to be a significant concentration of credit risk. Please see Note 7 and Note 23 for further details regarding credit risks of trade and other receivables, loans granted and expected credit loss allowance and Note 3.11.1 Financial assets, for further details of accounting policies used by the Company. (b) Interest rate risk Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk because it borrows funds at floating interest rates. The higher risk is represented by funds borrowed in the national currency, because the interest rates are periodically repriced based on index variation. Lease contracts concluded in the national currency are also exposed due to the above repricing process, as the discount rate in this case is linked to the internal borrowing rates for funds withdrawn in the national currency. Interest rate sensitivity analysis The sensitivity analysis below has been determined based on the exposure to interest rates for interest bearing financial instruments at the reporting date. Out of the total outstanding balances for both borrowings and leases only the amounts that refers to the Syndicated loan and lease contracts (which refer to rent of buildings, equipment and vehicles) have been considered for the sensitivity on interest rate computation. These amounts which were included in the analysis cover more than 90% of the total outstanding balances for both borrowings and leases. A 10% percent increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. The assumptions used have not changed from previous years. Based on historical data, the management of the Company considers a 10% increase in the interest rate as appropriate to be included in the sensitivity analysis performed in relation with interest rate risk measurement. Taking into consideration the value of loans in total and the actual level of the interest rate (as of 31 December 2025), any change with more that 10% is not expected. During 2025, the downward trend on interest rates has materialised with EURIBOR rates declining from 2.5% to around 2%. As of early 2026, the EURIBOR rate has remained broadly stable at approximately 2.0% - 2.1%. According to
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 49 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language forecasts available and euribor-rates.eu, the EURIBOR level is predicted to remain at an average level of 2.0%, generally ranging between approximately 1.9% and 2.2%, depending on inflation developments and the European Central Bank’s monetary policy. As a result, the management of the Company does not consider the need of a higher expected increase in interest rate in the sensitivity analysis. Please see Note 14 Net Financial Debt, where the exposure to the interest rates is disclosed. If interest rates had been 10% per cent higher and all other variables were held constant, the Company’s profit for the year ended 31 December 2025 would decrease by RON 3,316,959 RON (2024: decrease with RON 4,136,490). An equal positive variance would occur for a 10% decrease of interest rate. This is mainly attributable to the Company’s exposure to interest rates on its borrowings and leases. Amounts exposed to interest rate risk LIABILITIES Total % Interest expenses per year at the current interest rate for the selected portion Interest expenses per year at the interest rate increased by 10% for the selected portion Variation that affects the profit and loss account when the interest rate increases by 10% 2025 Overdraft 10,197,000 Short-Term and Long-Term portions of loans 697,958,733 Short-Term and Long-Term portions of leases 48,460,342 Contracts that refer to rent of buildings, equipment and vehicles which fall under IFRS 16 46,087,680 95% 2,393,024 2,672,136 279,113 2024 Overdraft 9,948,200 637,528,178 98% 38,377,132 42,214,846 3,837,713 Short-Term and Long-Term portions of loans 641,688,977 Short-Term and Long-Term portions of leases 51,163,349 Contracts that refer to rent of buildings, equipment and vehicles which fall under IFRS 16 46,136,134 90% 2,606,115 2,904,892 298,777 December 31, December 31, 2025 2024 Profit or loss and Equity 3,316,959 4,136,490 Out of which included in the sensitivity analysis Syndicated Loan 696,122,095 98% 30,378,465 33,416,312 3,037,847 Syndicated Loan (c) Liquidity risk Ultimate responsibility for liquidity risk management rests with the executive committee, which has built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Loans granted to related parties are not used to manage liquidity risk of the Company. Liquidity risk refers to the risk that a Company may also not be able to meet its short-term financial obligations due to insufficient liquid assets. One key metric for assessing liquidity risk is the Current Ratio, followed by Operating Cash Flow Ratio, which are presented below. Current ratio December 31, December 31, 2025 2024 Current assets 382,661,074 346,672,770 Current liabilities 356,182,263 346,074,077 Ratio Total current assets over current liabilities 1.07 1.00
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 50 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language The current ratio is a vital starting point for assessing liquidity risk, but not sufficient. As the Current ratio is above 1, with a slight increase in 2025, this indicates a good level of liquidity risk. Based on the Company’s capacity to generate operating cash flows and the positive contribution of acquired subsidiaries to the Group’s financial position, management does not expect any material uncertainties in meeting its short-term financial obligations. Liquidity is further supported by a 22% increase in cash and cash equivalents in 2025 compared to 2024, as well as by available undrawn credit facilities, which provide sufficient headroom for the foreseeable future. The following table details the Company’s remaining contractual maturity for financial liabilities as of December 31, 2025 and December 31, 2024. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 51 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 2025 Weighted average effective interest rate Carrying amount Total Year 1 Year 2 Year 3 Year 4 Year 5 > Year 5 Non-interest bearing instruments Trade payables 231,624,137 231,624,137 231,624,137 - - - - - Interest bearing instruments Overdraft 10,197,000 10,197,000 10,197,000 - - - - - Syndicated Loan EURIBOR 6M / ROBOR 6M + margin 697,958,733 830,497,345 58,407,749 119,419,785 86,017,471 100,640,600 113,451,673 352,560,068 Lease contracts 48,460,342 52,315,171 20,054,423 13,794,080 10,003,613 5,308,531 2,009,438 1,145,086 Total 988,240,212 1,124,633,654 320,283,309 133,213,866 96,021,084 105,949,130 115,461,111 353,705,153 2024 Weighted average effective interest rate Carrying amount Total Year 1 Year 2 Year 3 Year 4 Year 5 > Year 5 Non-interest bearing instruments Trade payables 207,442,240 207,442,240 207,442,240 - - - - - Interest bearing instruments Overdraft 9,948,200 9,948,200 9,948,200 - - - - - Syndicated Loan EURIBOR 6M / ROBOR 6M + margin 641,688,977 757,105,488 110,598,073 82,565,654 87,858,030 124,595,200 351,488,531 - Lease contracts 51,163,349 54,858,928 24,548,712 13,637,633 8,690,069 6,190,069 1,792,445 - Total 910,242,766 1,029,354,857 352,537,226 96,203,286 96,548,099 130,785,269 353,280,976 - The amounts due in year 2 include also facility B, which includes a roll-over option.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 52 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language (d) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company’s exposure to such risk is primarily driven by EUR-denominated borrowings, reflecting the Company’s financing structure. At the operating level, the Company benefits from a natural hedge, as a portion of its revenues—particularly from corporate prevention and medical subscription packages—are denominated in EUR, while most operating expenses are incurred in RON, with only limited exposure to EUR through certain consumables and materials. The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: 2025 1 EUR = RON 5.0985 RON Total ASSETS Cash and cash equivalents 18,637,893 14,718 18,652,611 Trade receivables 110,652,961 - 110,652,961 Loans granted to related parties 185,596,104 16,459,383 202,055,486 Long-term loans to group companies - 15,308,716 15,308,716 Other long term receivables 2,231,678 - 2,231,678 LIABILITIES Trade payables 231,624,137 - 231,624,137 Overdraft - 10,197,000 10,197,000 Other long term debt - - - Short-Term and Long-Term portions of loans 434,475 697,524,258 697,958,733 Short-Term and Long-Term portions of financial leasing 314,765 48,145,576 48,460,342 Loans received from related parties 27,511,948 - 27,511,948 2024 1 EUR = RON 4.9741 RON Total ASSETS Cash and cash equivalents 15,309,969 25,801 15,335,770 Trade receivables 97,162,994 - 97,162,994 Loans granted to related parties 174,365,410 17,277,161 191,642,571 Long-term loans to group companies - 14,722,878 14,722,878 Other long term receivables 2,210,065 - 2,210,065 LIABILITIES Trade payables 207,442,240 - 207,442,240 Overdraft - 9,948,200 9,948,200 Other long term debt - - - Short-Term and Long-Term portions of loans - 641,688,977 641,688,977 Short-Term and Long-Term portions of financial leasing 361,432 50,801,917 51,163,349 Loans received from related parties 18,351,571 - 18,351,571 The Company is mainly exposed to movements in the RON/EUR exchange rate. The table below presents the Company’s sensitivity to a 10% increase and decrease of RON against EUR. The 10% variation represents a stress scenario used for internal risk assessment purposes and reflects a conservative assumption applied by management when evaluating foreign currency exposure. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the reporting date for a 10% change in exchange rates. If EUR is weakening 10% against RON, the profit will increase and the amount stated below will be positive. For a 10% strengthening of EUR against RON there would be an equal and opposite impact on the profit, and the balances below would be negative. The assumptions used have not changed from previous years. The variation below is presented as absolute amounts.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 53 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language 12 months 12 months 2025 2024 Profit or loss 72,408,402 66,967,201 (e) Sustainability The Company, the ultimate parent of the Group, identifies two major categories of climate-related risks: physical risks and transition risks. Acute physical risks include extreme weather events such as heatwaves, storms, floods, and wildfires. Chronic risks refer to long-term climate changes that impact temperature, precipitation, and environmental conditions. These can generate cumulative effects on public health, medical infrastructure, and the financial and material resources needed for the healthcare system to function effectively. The Group is exposed to the following transition risks: European and national climate regulations that impose strict standards for energy efficiency and emissions reduction, with a direct cost impact; technological transition, which requires significant investments in efficient equipment and digitalization; changing preferences of consumers and investors toward sustainable providers, which may affect competitiveness; rising energy prices and carbon taxes (ETS2), which increase financial pressure; and wastewater treatment regulations (UWWTD), which may indirectly impact the availability of essential medicines. As at 31 December 2025, the Group does not consider that these risks will have a material financial impact in the near term. In 2024, the Group calculated its first carbon footprint and initiated a comprehensive analysis of the factors influencing its environmental impact. Building on this foundation, in 2025 the Company is actively implementing initiatives aimed at reducing its carbon footprint and strengthening climate resilience, including both direct and indirect measures. The carbon footprint analysis included emissions across all three categories in line with the GHG Protocol Corporate Accounting and Reporting Standard (Revised 2015):  Scope 1 amounting 8,060.6 tCO₂e (2024: 7,130.2 tCO₂e) covers direct emissions from the Group’s activities, including fuels used by company-operated vehicles or generators, natural gas consumption for company facilities, and fugitive emissions from cooling equipment refrigerants.  Scope 2 amounting 5,074.7 tCO₂e location-based (4,094.8 tCO₂e) refers to indirect emissions from purchased energy, including both electricity and thermal energy, with electricity being the dominant source.  Scope 3, with the highest share at 120,579.5 tCO₂e (2024: 123,541,8 tCO₂e), covers indirect emissions across the company’s value chain. This includes categories such as purchased goods and services, capital goods, upstream transport and distribution, employee commuting, waste generated in operations, business travel, leased assets (both upstream and downstream), end-of-life treatment of products, and fuel- and energy-related activities. For more detailed information on the main sustainability impacts, risks and opportunities, as well as related policies, actions, indicators and targets, please refer to the Group’s Sustainability Statement, which is included in the Annual Report. (f) Ongoing war The crisis started in February 2022 and was generated by the invasion of Russia in Ukraine, which led to a sharp increase in energy prices, both in Romania and in other European countries. The invasion created a refugee crisis with the fastest growth in Europe. At the same time, at the regional level, a resource crisis was created due to the imposition of a series of restrictions on the international level, Russia being an important player in the natural gas market in Europe. The Company does not own subsidiaries and affiliated entities on the territory of Ukraine, nor does it have any other relevant exposures in the countries directly involved in this conflict. From an operational point of view, the purchases of energy and natural gas are mainly made from the domestic market; availability, provenance and delivery of resources could be influenced by the dynamics of the conflict from region. During 2026, geopolitical tensions in the Middle East increased following the escalation of the situation involving Iran and other regional and international actors. These developments have contributed to volatility in global financial markets, particularly in relation to energy prices, international trade and supply chains. The Company has not identified any direct exposure to Iran or other significant impacts on its financial position, financial performance or cash flows. The consequences of the ongoing conflicts, the European energy crisis and resulting regulatory measures and other economic disruptions currently being observed, and further regulatory interventions, as well as the extent and duration of their economic impact cannot be reliably estimated at this stage. The Company is responding to the situation with targeted measures to safeguard its economic stability. Because events are ongoing, the long-term impact can affect cash flows and profitability. However, at the date of these financial statements, the geopolitical context has no significant negative impact on the financial statements as of December 31, 2025.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 54 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language (g) Macroeconomic environment The economic context at national and international level that may negatively influence the Company’s activity refer to factors such as: inflation, recession, changes in fiscal and monetary policy, tighter lending, higher interest rates, new or rising tariffs, currency fluctuations, raw material price (electricity, natural gas), etc. During 2024 and 2025, Romania experienced a slowdown in economic growth amid persistent inflationary pressures and ongoing fiscal consolidation measures. Real GDP growth moderated during this period, although the economy continued to expand, supported by resilient private consumption and investments financed through European Union funds. Inflation remained elevated but continued its gradual downward trend compared to previous years, while the labor market remained relatively stable, with unemployment levels broadly unchanged. The Company's income or the value of its holdings can be affected by the particular movements in the global financial markets. The discount rates used in the impairment tests during 2025 have remained at the same levels, compared with the previous year (between 10.5% and 23% compared with the prior year, between 8.6% and 24%). However, as a result of the sensitivity analysis performed, the Company considers that it has sufficient headroom in case of a potential increase above these numbers, with no material impact on the financial statements. During 2026, the Romanian economy entered a technical recession following two consecutive quarters of marginal decline in gross domestic product (GDP). This development reflects broader macroeconomic pressures affecting the European economy, including persistent inflationary pressures in previous periods, tighter monetary policy and slower economic growth in key trading partners. Notably, the healthcare sector has demonstrated considerable resilience to market turbulences. This resilience is attributed to the constant demand for healthcare services, the sector's ability to adapt to changing environments, and strategic investments in technology and infrastructure. This resilience translates into a relatively stable operational and financial outlook, even in the face of economic uncertainties. Also, the revaluation process held at the end of 2025 on all owned Land and Buildings, which generated an overall surplus at the Company level, brings sufficient confidence over the value of the assets held, being stated at their current fair value in these financial statements. The Company revises quarterly its sensitivities to interest rates and foreign currency fluctuations. At the date of these financial statements, the Company considers that the impact of these changes would not affect the ability as a going concern, with appropriate measures undertaken in order to reduce any potential risks. 27. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial instruments in the statement of financial position include trade receivables and other receivables, cash and cash equivalents, short-term and long-term loans and trade and other payables. These are presented at amortised cost. The estimated fair values of these instruments approximate their carrying amounts, largely due to the short-term maturities of these instruments, except for loans. The carrying amount of loans approximate their fair value considering the two renegotiations of the syndicated loan signed in 2024 in 2025, in which all the credit facilities were re-arranged in terms of both maturities and interest rates. The syndicated loan covers around 88% of the total Company debt position exposure. Financial instruments that are not held at fair value At level 1 of the fair value hierarchy, the Company classified cash and cash equivalents as assets that are not held at fair value. At level 3 of the fair value hierarchy, the Company classified in the category of assets: trade and other receivables, other financial assets, and in the category of debt: loans from banks and other financial institutions, leasing debts, trade payables and other financial liabilities. The following table shows the fair value and the fair value hierarchy for assets and liabilities that are not measured at fair value in the statement of financial position as at 31 December 2025:
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 55 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language ASSETS Classification under IFRS 9 Carrying amount Fair value Level 1 Level 2 Level 3 Cash and cash equivalents Amortized cost 18,652,611 18,652,611 18,652,611 - - Trade Receivables Amortized cost 110,652,961 110,652,961 - - 110,652,961 Other financial assets Amortized cost 17,540,394 17,540,394 - - 17,540,394 LIABILITIES Trade and other payables Amortized cost 231,624,137 231,624,137 - - 231,624,137 Overdraft Amortized cost 10,197,000 10,197,000 - - 10,197,000 Other long term debt Amortized cost - - - - - Lease liability Amortized cost 48,460,342 48,460,342 - - 48,460,342 Long term debt Amortized cost 697,958,733 697,958,733 - - 697,958,733 In March 2025 the Group has negotiated with Banca Comercială Română S.A., as Arranger, Agent and Lender and with other credit institutions that are syndicate members acting as Lenders, the terms and conditions of extending the credit limit by an additional amount of up to EUR 50 million. According to the new terms negotiated between the parties, the financing period was prolonged with 2 years and the interest rate margin remained the same. Therefore, the Company considers that the fair value of Long term debt is similar with the carrying amount. 28. COMMITMENTS AND CONTINGENCIES Contingent liabilities are not recognized in the separate financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is probable. A contingent asset is not recognized in the separate financial statements but disclosed when an inflow of economic benefits is probable. The assessment of contingencies inherently involves the exercise of judgment and estimates of the outcome of future events. Syndicated loan related commitments The Group is subject to compliance with both financial and non-financial covenants as specified in the contractual arrangement for the syndicated loan. Other commitments As at December 31, 2025, the Company maintains insurance coverage for potential malpractice claims brought by patients, as well as insurance policies related to buildings and medical equipment. In conformity with the concluded agreement with the National House of Health Insurance, the Company has to provide primary medical services to National House’s insured citizens. BCR issued letters of warranties in the favour of Med Life S.A. in amount of RON 9,885,613, out of which EUR 63,472 as of December 31, 2025 (December 31, 2024: RON 13,403,333, out of which EUR 1,866,471). Fiscal environment The taxation system in Romania is still developing and is subject to various interpretations and constant changes, which may sometimes be retroactive. Although the actual tax due for a transaction may be minimum, delay interests may be significant, as they can be calculated at the value of the transaction and at a rate of 0.02% per day (interest) and 0.01% (penalties) per day. In Romania the statute of limitation for tax controls (audits) is of 5 years. During 2021, the Company had a tax control which covered period from 2016 to 2020. The control was finalised during 2021 and the results were booked in accounting. Management believes that the tax obligations included in these financial statements are adequate. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. Transfer pricing The fiscal legislation from Romania includes the “market value” principle, according to which the transactions between related parties have to be performed at the market value. The local tax payers, who carry transactions with related parties, have to prepare and make available to the tax authorities from Romania, at their written request, the transfer pricing documentation file. If the companies do not prepare the documentation or they present an incomplete transfer pricing file may attract penalties for non-conformity, and additionally to the information presented in the transfer pricing file, the fiscal authorities may have a different interpretation of the transactions and the circumstances compared to the management’s assessment and, as a result, they may impose additional fiscal obligations as a result of adjusting transfer prices. The management of the Company is confident that, if required, they will submit the necessary information in due time to the fiscal authorities. Transactions with related parties and subsidiaries are carried out on the basis of the market value principle.
MED LIFE S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (all amounts are expressed in RON, unless otherwise specified) The accompanying notes are an integral part of the separate financial statements. | page 56 The English version of the separate financial statements represents a translation of the original separate financial statemetns issued in Romanian language Litigation The Company is involved in various litigations as part of normal course of business. Management has assessed the legal status together with the Company’s legal advisors and all necessary adjustments have been recorded in the separate financial statements. 29. FEES TO AUDITORS Starting with 2024, the auditor of the Company is Deloitte Audit SRL. The fee for the audit services of the consolidated financial statements as of December 31, 2025 of the Group prepared in accordance with IFRS as adopted by EU and the separate financial statements as of December 31, 2025 of Med Life S.A. prepared in accordance with IFRS in line with the provisions of Ministry of Finance Order number 2844/2016, as well as the audit services of the other separate financial statements of subsidiaries prepared in accordance with the provisions of Ministry of Finance Order number 1802/2014 was EUR 387,502 excluding VAT and other expenses. The fee for other non-audit services performed in 2025 was EUR 59,005 excluding VAT. 30. EVENTS AFTER THE BALANCE SHEET DATE Geopolitical environment At the beginning of 2026, the international geopolitical environment remained characterized by uncertainties, including developments in the Middle East, particularly with regard to Iran. The Company is closely monitoring the situation and the potential indirect effects on its operations, including impacts on supply chains, operating costs, and inflation dynamics. Based on the information available at the date of approval of the financial statements, these developments have been considered non-adjusting subsequent events in accordance with IAS 10 and do not have a significant impact on the financial statements for the financial year ended 31 December 2025. There have been no other significant events subsequent to 31 December 2025 There were no other significant events subsequent to December 31, 2025. These financial statements, comprising the separate statement of financial position, the separate statement of comprehensive income, the separate statement of changes in equity, the separate statement of cash flows and notes, were approved on March 30, 2025. Mihail Marcu, Alina-Oana Irinoiu-Titu, CEO CFO