REG - Uniphar PLC - 2025 Preliminary Results
Tue 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260224:nRSX0830Ua&default-theme=true
RNS Number : 0830U Uniphar PLC 24 February 2026
Uniphar plc
2025 Preliminary Results
Uniphar plc, an international diversified healthcare services business,
announces its full year results for the year ended 31 December 2025 delivering
an excellent performance with organic Gross Profit growth of 8.9%, Adjusted
EPS growth of 21% and leverage of 1.6x.
FINANCIAL HIGHLIGHTS
Growth
Year ended 31 December 2025 2024 Reported Constant
€'000 €'000 % Currency(2)
%
Revenue 3,074,704 2,770,429 11.0% 11.1%
Gross Profit 457,692 427,604 7.0% 7.3%
Uniphar Pharma 131,947 121,561 8.5% 9.4%
Uniphar Medtech 120,382 108,915 10.5% 10.7%
Uniphar Supply Chain & Retail 205,363 197,128 4.2% 4.2%
Gross Profit Margin 14.9% 15.4%
EBITDA(1) 130,909 123,458 6.0% 5.9%
EBITDA margin 4.3% 4.5%
Operating Profit 76,875 81,989 (6.2%) (7.4%)
Profit before tax excluding exceptional items 71,795 61,130 17.4% 16.8%
Net bank debt(1) (171,139) (147,676)
Basic EPS (cent) 19.5 23.5
Adjusted EPS (cent)(1) 24.8 20.5
· Gross Profit growth of 7.0% reflecting excellent divisional
growth with a Gross Profit Margin of 14.9%.
· Organic(3) Gross Profit growth of 8.9%, the fastest growth rate
achieved since IPO. Organic growth delivered across all divisions with a
particularly strong performance from the Pharma and Medtech divisions
delivering organic growth of 15.5% and 10.5% respectively.
· EBITDA growth of 6.0%, with organic EBITDA growth of 9.0%,
reflecting the disposal of Inspired Health in 2024.
· Adjusted EPS growth of 21% to 24.8 cent (2024: 20.5 cent)
reflecting business performance together with the positive impact of lower
finance costs and the accretive benefit of the €35m share buyback in the
year.
· Robust liquidity with net bank debt of €171.1m (2024:
€147.7m) and leverage at 1.6x (2024: 1.5x).
· Share buyback programme of €35m completed in the year with
13.4m shares repurchased.
· Total dividend for the year of €5.2m (€0.0202 per ordinary
share) representing a 5.2% per share increase year-on-year. This includes a
€1.8m interim (€0.0071 per ordinary share) dividend paid in October and a
final dividend of €3.4m (€0.0131 per ordinary share) subject to approval
at the AGM.
· Uniphar enters 2026 with strong trading momentum. The Group
expects continued strong organic Gross Profit growth in line with its
medium-term guidance.
1. Additional information in relation to Alternative Performance
Measures (APMs) section.
2. Constant currency growth is calculated by applying the prior year's
actual exchange rate to the current year's result.
3. Organic growth is calculated as the Gross Profit growth of the
underlying business in the period adjusting for the contribution from
acquisitions and disposals in the relevant period to ensure a like-for-like
comparison.
STRATEGIC AND OPERATIONAL HIGHLIGHTS
· Uniphar delivered another year of strong financial performance,
with Gross Profit increasing 7.0% (8.9% organic) to €457.7m and EBITDA
increasing 6.0% (9.0% organic) to €130.9m, supported by positive trading
momentum across all three divisions. Over the past six years, the Group has
delivered an Adjusted EPS CAGR (compound annual growth rate) of 16%.
· The Group achieved organic Gross Profit growth of 8.9% which is
the highest growth rate since IPO and organic EBITDA growth of 9.0%.
· Uniphar Pharma: 15.5% organic Gross
Profit growth - this excellent performance is driven by strong growth in
Global Sourcing and clinical trial supply.
· Uniphar Medtech: 10.5% organic Gross
Profit growth - performance driven by sustained growth in core markets,
geographic expansion with existing suppliers and the rollout of new suppliers
across established regions.
· Uniphar Supply Chain & Retail:
4.2% organic Gross Profit growth - performance driven by strong volume growth
in the Supply Chain division. The retail pharmacy network expanded by 37 to
482 pharmacies in the year.
· Adjusted Earnings per Share rose by 21% to 24.8c as a result of
lower finance costs and the accretive impact of the €35m share buyback
programme.
· The Group maintained a robust balance sheet, ending the year with
net bank debt of €171.1m and leverage of 1.6x EBITDA. The Group exercised an
option to extend the maturity on its revolving credit facility ('RCF') during
2025 by two years to August 2029. In addition, the Group placed a new
five-year €150m term loan with the existing banking syndicate with options
to extend by a further two years.
· Free cash flow conversion of 99.1% in the period supported by
favourable working capital timing movements in 2025.
· Significant progress on key strategic platform investments, most
notably, the new high-tech distribution facility in Ireland and associated
supporting digital and automation technologies. The project remains scheduled
to commence operation in mid-2026 on a phased deployment basis.
· The acquisition of TouchStore enhances Uniphar's digital and
technology offering in the pharmacy sector, supporting pharmacy workflow,
regulatory compliance and data capabilities thereby freeing pharmacists to
devote more time to engage with customers.
· Sustainability remains a key focus for the Group with continued
progress against Science‑Based Targets, a 29.9% reduction in Scope 1 and 2
emissions since 2019. We have also maintained strong ESG ratings with leading
external ratings agencies with MSCI at 'AAA', a Sustainalytics healthcare
industry risk rating in the second percentile and a CDP 'B' rating for a
fourth consecutive year.
· The Group remains on track to deliver its medium‑term target of
€200m EBITDA by 2028, with at least 80% of that growth expected to be
organic, supported by strong market positions, scalable platforms and
disciplined execution.
Ger Rabbette, Uniphar Group Chief Executive Officer said:
"I am pleased with the results the Group delivered in 2025, achieving our
fastest rate of organic gross profit growth since IPO at 8.9%, alongside
adjusted EPS growth of 21%. Over the past six years, we have delivered
excellent compound annual adjusted EPS growth of 16%. These results reflect
the successful execution of our strategy across all divisions and our
continued ability to scale and generate sustainable growth. We remain
confident of achieving our target of €200m EBITDA by 2028 with at least 80%
of that growth being delivered organically."
Analyst presentation
A conference call for analysts and investors will be held at 9.00 am (GMT),
today, 24(th) February 2026. To register for the call please visit
www.uniphar.ie (http://www.uniphar.ie) .
A copy of the presentation and announcement will be available on our website
at the time of the call.
Contact details
Uniphar Group Tel: +353 (0) 1 428 7777
Allan Smylie, Head of Strategy and IR
Davy (Joint Corporate Broker, Nominated Advisor and Tel: +353 (0) 1 679 6363
Euronext Growth Listing Sponsor)
Daragh O'Reilly
Niall Gilchrist
Ivan Murphy
RBC Capital Markets (Joint Corporate Broker) Tel: +44 (0) 20 7653 4000
Jamil Miah
Daniel Saveski
Stifel Nicolaus Europe Limited (Joint Corporate Broker) Tel: +44 (0) 20 7710 7600
Matt Blawat
Ben Maddison
Francis North
Q4 PR Tel: +353 (0) 1 475 1444
Iarla Mongey, Public Relations Advisor to Uniphar Group
About Uniphar plc
Headquartered in Dublin, Ireland, Uniphar is an international diversified
healthcare services business servicing the requirements of more than 200
multinational pharmaceutical and medical technology manufacturers across three
divisions - Uniphar Pharma, Uniphar Medtech and Uniphar Supply Chain &
Retail. The Group is active in Europe, North America, APAC and MENA and
delivers to 160+ countries.
The Company's vision is to improve patient access to pharmaco-medical products
and treatments by enhancing connectivity between manufacturers and healthcare
stakeholders. Uniphar represents a strong combination of scale, growth, and
profitability.
Uniphar Pharma
Uniphar Pharma operates a global business with high-value services across the
life cycle of a pharmaceutical product. We enable pharma and biotech companies
to bring innovative medicines to global markets and provide healthcare
professionals with access to medicines they cannot source through traditional
channels. Our strategy is to build a leading platform to provide the
specialist support and expertise needed to improve access to these medicines.
Uniphar Medtech
Uniphar Medtech is a leading pan-European medical device distributor and
solutions partner. The Group's strategy for Uniphar Medtech is to grow our
service offering across Europe and expand our addressable market by serving
new specialities and new manufacturers.
Uniphar Supply Chain & Retail
Uniphar Supply Chain & Retail is the leading pharmaceutical wholesaler in
Ireland with a growing symbol group offering of retail pharmacies. The Group's
strategy for Uniphar Supply Chain & Retail is to grow our wholesale market
share, our symbol group network and our own brand, in-licenced and consumer
products portfolio.
Cautionary statement
This announcement contains certain projections and other forward-looking
statements with respect to the financial condition, results of operations,
businesses, and prospects of the Uniphar Group. These statements are based on
current expectations and involve risk and uncertainty because they relate to
events and depend upon circumstances that may or may not occur in the future.
There are a number of factors which could cause actual results or developments
to differ materially from those expressed or implied by these projections and
forward-looking statements. Any of the assumptions underlying these
projections and forward-looking statements could prove inaccurate or incorrect
and therefore any results contemplated in the projections and forward-looking
statements may not actually be achieved. Recipients are cautioned not to place
undue reliance on any projections and forward-looking statements contained
herein. Except as required by law or by any appropriate regulatory authority,
the Uniphar Group undertakes no obligation to update or revise (publicly or
otherwise) any projection or forward-looking statement, whether as a result of
new information, future events or other circumstances.
Overview
Uniphar Group delivered an excellent performance in 2025 achieving strong
growth in Gross Profit, EBITDA and Adjusted EPS. Gross Profit increased by
7.0% which translated to EBITDA growth of 6.0% with the underlying business
delivering higher organic growth impacted by the disposal of a business in
2024. Adjusted EPS grew by an exceptionally strong 21.0% to 24.8 cent.
Organic Gross Profit growth for the Group was 8.9% which is the fastest rate
of growth the Group has delivered since its IPO. Importantly, that growth was
delivered across each of our three divisions in line with, or exceeding, their
medium-term targets. Uniphar Pharma delivered organic Gross Profit growth of
15.5% with a standout performance in the Global Sourcing business. Uniphar
Medtech achieved a 10.5% increase in Gross Profit through continued growth in
its core markets together with portfolio expansion and further growth in
Europe. Uniphar Supply Chain & Retail delivered 4.2% Gross Profit growth
with a particularly strong performance in the Supply Chain business.
Gross Profit margin of 14.9% (2024: 15.4%) with the reduction reflecting the
revenue mix in the Supply Chain & Retail division.
Organic EBITDA growth in the year was 9.0% (2025 EBITDA: €130.9m) reflecting
the underlying Gross Profit growth achieved in all divisions. The Group
continues to invest in organically developing its platforms to drive future
growth to reach the target of €200m EBITDA by 2028.
Adjusted EPS increased by 21.0% to 24.8 cent reflecting business growth
supported by the positive impact of lower finance costs and the share buyback.
The €35m share buyback programme in the year saw 13.4m ordinary shares
repurchased. This reduction in ordinary shares added 1.0 cent to Adjusted
EPS.
The Group's Balance Sheet remains robust with net bank debt of €171.1m
(2024: €147.7m) and leverage of 1.6x (2024: 1.5x). The Group's banking
facility consists of a €400m revolving credit facility ('RCF'), a €150m
term loan and a €150m uncommitted accordion facility. The Group exercised an
option to extend the current RCF by two years to August 2029, in addition, to
placing a new €150m five-year term loan with the existing banking syndicate.
Free cash flow conversion for the year is 99.1% (2024: 105.5%) with this
strong cash performance reflecting effective cash management and favourable
working capital movements, notably prepayments in the Pharma division, that
are expected to unwind in future periods.
Return on Capital Employed (ROCE) for the rolling 12-month period closed at
16.3% (2024: 15.2%) above the Group's medium-term target of 12-15%. The strong
ROCE is reflective of solid profitability in the year supported by modest net
bank debt due to the favourable timing of working capital prepayments. ROCE is
expected to move to within the guided range as the Group completes its
strategic investment programme which will deliver improved growth and returns
in the medium-term.
Strong governance remains a priority for the Board. The Board has a clearly
defined succession plan for the current Chairman, Maurice Pratt, with Paul
Hogan, current Senior Independent Director, due to step into the role of
Chairman on Mr. Pratt's resignation later in 2026. The Board is also
well-advanced in the process of appointing a new independent Non-Executive
Director.
The Group remains focused on achieving its medium-term objective to deliver
EBITDA of €200m by 2028 with at least 80% of that growth being delivered
organically. These results represent progress towards that target. Our
management team have the track record of delivering on commitments and we are
confident we have the right strategy, the best people and the market
opportunity to continue to deliver for our stakeholders.
Sustainability
Sustainability remains a key priority for the Group and shapes how the
business operates day-to-day. Based on our recent double materiality
assessment, we have a clear focus across the Environment, Social and
Governance themes.
We are making good progress against our two SBTi-validated decarbonisation
targets. Our Climate Change Programme has designed a refreshed set of
initiatives to achieve our Scope 1 and 2 emissions target and our Responsible
Sourcing Programme has developed an understanding of our key suppliers'
positions on the sustainability topics that are important to Uniphar. There
have been some key deliveries within Uniphar's People Strategy - especially
the strong investment in both learning and development and our communication
platforms. The Group's commitment to community is demonstrated through our
ongoing support for the 100 Million Trees Project, together with our
fundraising and volunteering initiatives for charities.
We have continued to maintain or improve our strong scores with several
external rating agencies; achieving a "B" in CDP for the fourth consecutive
year, a "AAA" with MSCI and a second percentile risk rating in the healthcare
industry from Sustainalytics.
Acquisitions update
Uniphar completed the acquisition of Touchstore Limited during the year in the
Uniphar Supply Chain & Retail division. This acquisition strengthens our
digital and technology offering in the pharmacy sector and will complement the
division's strategic investment programme in Ireland.
Uniphar continues to evaluate potential acquisition opportunities and
maintains an active pipeline of opportunities to further expand our capability
and geographic reach. The Group maintains a disciplined approach to capital
allocation and remains committed to ensuring capital is deployed in
investments that deliver a Return on Capital Employed within our target range
of 12% - 15% within three years.
Strategic capital expenditure update
Uniphar's track record of investment in technology has been a critical enabler
of the Group's transformational growth journey to date. Investing in modern
infrastructure in strategic locations has driven the Group's ability to
achieve growth at pace.
2026 will be a landmark year for the Supply Chain & Retail division as the
investment in the new Irish-based distribution facility is expected to reach
completion. The transition to the new facility will occur on a phased process
during 2026 to reduce deployment risk in this significant capital project.
Once fully operational, this investment will more than double existing
capacity, significantly enhance cold-chain capacity and underpin future growth
in the division.
The Group is well advanced in completing substantial facility infrastructure
investments in the UK, the Netherlands and the APAC region. These
centrally-located and state-of the-art 'hub' locations will strengthen our
competitiveness and unlock additional capacity for the Group to deliver future
growth in addition to further enhancing our global distribution capabilities.
Current trading
Uniphar has entered 2026 with strong trading momentum and is trading in-line
with expectations.
Outlook
Uniphar remains well positioned to achieve continued organic Gross Profit
growth in each division in line with our medium-term targets and is confident
of delivering on current market expectations for the full year.
The Group's ambition is to grow EBITDA to €200m by 2028 with at least 80% of
that growth expected to be delivered organically.
The medium-term targets for organic Gross Profit growth are as follows:
· Uniphar Pharma: Double-digit
· Uniphar Medtech: High single-digit
· Uniphar Supply Chain & Retail: Low single-digit
M&A remains an important element in achieving our medium-term objectives
and we continue to progress a well-developed pipeline of opportunities. Our
focus is on acquisitions that enhance scale, broaden our capabilities, and
create long-term value by strengthening the existing platform.
Principal Risks & Uncertainties
The Group's Risk Management Policy provides the framework to identify, assess,
monitor, and manage the risks associated with the Group's business. It is
designed to enable the Group to meet its business objectives by appropriately
managing, rather than eliminating, these risks.
2025 Highlights
The Group continues to ensure that the Risk Management Framework is integrated
in the day-to-day activities across the business. During the year ended 31
December 2025, the Group carried out the following:
· Reviewed the Group Risk Register, updating for all the key risks
facing the Group at this time.
· Performed a review of emerging and new risks, including that of
artificial intelligence (AI).
· Reviewed the relevance of existing risks and identified the
current principal risks.
· Continued to focus on cybersecurity related risks.
The key principal risks and uncertainties faced by the Group for the year
ended 31 December 2025 are summarised as follows:
Strategic Risks
· Economic, geopolitical and external environment - The global
macroeconomic, regulatory, political, and legal environment may impact the
markets in which we operate and in turn our client and supplier base. This may
adversely affect the financial and operational results of the Group. The Group
closely monitors global political and economic conditions and responds quickly
to any changes in circumstances or events.
· Acquisitions & Strategic Growth - Growth through acquisitions
and organic growth into new and adjacent markets remain a key strategy for the
Group. Failure to identify, complete and integrate acquisitions successfully
and the failure to thoroughly understand new markets and business activities
may directly impact the Group's projected growth.
· Talent recruitment and retention - Failure to attract, retain and
develop the skills and expertise of its people may adversely impact the
Group's performance.
· Market perception and reputational risk - Failure to deliver in
line with market expectations may result in reputational damage, impacting the
Group's ability to achieve its strategic targets.
· Transformational project execution - The Group has embarked on
several transformational projects that will provide the platform and capacity
to grow over the coming years. Failure of the Group to effectively deliver
such projects may result in cost overruns or reputational damage impacting the
Group's ability to deliver strategic targets.
Operational Risks
· Cybercrime - Failure to protect against the ongoing threat of a
cyber-attack could lead to a breach in security, impacting operations,
financial transactions, and sensitive information. The knock-on impact from an
attack on one of our business partners is also an area of risk for the Group.
· Business interruption - External factors such as natural
disasters, environmental hazard or industrial disputes may result in potential
lost sales and loss of customer loyalty.
· Laws, regulations & compliance - Failure to operate under any
of the stringent laws and regulations the Group is subject to could result in
financial penalties, reputational damage, and a risk to business operations.
Financial Risks
· Treasury - The Group is exposed to liquidity, interest rate and
credit risks. The Group is exposed to increases in interest rates and credit
risks from changes to economic conditions.
Financial Review
Summary Financial Performance
Growth
Year ended 31 December 2025 2024 Reported Constant
€'000 €'000 currency
IFRS measures
Revenue 3,074,704 2,770,429 11.0% 11.1%
Gross Profit 457,692 427,604 7.0% 7.3%
Operating Profit 76,875 81,989 (6.2%) (7.4%)
Basic EPS (cent) 19.5 23.5 (17.0%)
Alternative performance measures
Gross Profit Margin 14.9% 15.4%
EBITDA 130,909 123,458 6.0% 5.9%
EBITDA % 4.3% 4.5%
Adjusted EPS (cent) 24.8 20.5 21.0%
Net bank debt (171,139) (147,676)
Leverage multiple 1.55x 1.47x
Return on Capital Employed 16.3% 15.2%
Revenue
Revenue in the year of €3.1bn represented an increase of 11.0% (11.1%
constant currency) on 2024. Revenue growth was achieved in all three divisions
with the most significant increase being in Uniphar Supply Chain & Retail.
This growth was driven by strong volume growth most notably in the Supply
Chain business.
Gross Profit
Gross Profit growth of 7.0% (7.3% constant currency) with growth delivered
across all three divisions. This growth is reflective of revenue growth with a
slight decrease in the Group's gross margin to 14.9% (2024: 15.4%) driven by
the divisional mix with Supply Chain & Retail revenues growing
proportionately faster than the other two divisions. Uniphar Pharma and
Uniphar Medtech both delivered standout performances with organic Gross Profit
growth of 15.5% and 10.5% respectively while Uniphar Supply Chain & Retail
delivered growth of 4.2%. Gross Profit growth was achieved predominantly
organically with the difference versus reported growth due to the disposal of
Inspired Health in 2024.
Divisional Gross Profit
Growth
Year ended 31 December 2025 2024 Reported Constant Organic
€'000 €'000 Currency
Uniphar Pharma 131,947 121,561 8.5% 9.4% 15.5%
Uniphar Medtech 120,382 108,915 10.5% 10.7% 10.5%
Uniphar Supply Chain & Retail 205,363 197,128 4.2% 4.2% 4.2%
457,692 427,604 7.0% 7.3% 8.9%
Administrative expenses
Pre-exceptional administrative expenses have increased by €14.0m to
€274.9m in 2025. This represents a 5.4% increase driven by the underlying
growth of the Group and targeted investment in overheads to support future
expansion. Key areas of investment include additional business development
resources across the Group to progress new opportunities and future revenue
streams together with enhanced IT and cybersecurity capability, particularly
in Supply Chain & Retail, to ensure a robust, secure and scalable
operational platform as the division transitions to its new distribution
infrastructure.
EBITDA
EBITDA increased by €7.5m to €130.9m representing growth of 6.0% in the
year (constant currency 5.9%) and an EBITDA margin of 4.3%. The growth is
reflective of the Gross Profit growth across the divisions with an element of
incremental investment in the business to enable future growth. Adjusting for
the impact of the Inspired Health disposal in 2024, organic EBITDA growth of
9.0% was delivered.
Exceptional Items
Exceptional items in the year amounted to a charge of €8.9m before tax
(2024: gain of €14.5m). This comprises €14.6m of costs offset by the
release of deferred contingent consideration of €5.7m. The costs of €14.6m
are principally composed of strategic business transformation costs of
€7.1m, redundancy and restructuring costs of €4.5m and professional fees
including acquisition costs of €1.8m. The strategic business transformation
costs are predominantly costs associated with the move to a new high-tech
distribution facility in Ireland. The release of deferred contingent
consideration of €5.7m follows a review of expected performance against
contractual earn-out targets in relation to acquisitions in the
Uniphar Medtech and Uniphar Pharma divisions. Further details can be found
in Note 3 of the financial statements.
Earnings per Share
Basic Earnings per Share for the year at 19.5 cent is a decrease of 17.0% on
2024 (23.5 cent). The movement is predominantly due to the change from
exceptional income to exceptional costs from 2024 to 2025 reflecting movements
in deferred contingent consideration. The weighted average number of shares
decreased by 11.2m to 261.8m reflecting the share buyback programme the Group
completed in March 2025.
Underlying adjusted earnings have increased by 16.4% from €55.9m in 2024 to
€65.0m in 2025. Adjusted Earnings per Share is calculated after adjusting
for amortisation of acquisition-related intangibles, exceptional items and
share-based payment expenses. The Group's Adjusted Earnings per Share for 2025
at 24.8 cent increased by 21% (2024: 20.5 cent) with the 2025 share buyback
adding 1.0 cent compared to 2024.
Cash Flow and Net Bank Debt
The Group delivered a strong cash performance during the year, with a free
cash flow conversion of 99.1% and a net bank debt position of €171.1m (2024:
€147.7m).
Year ended 31 December 2025 2024
€'000 €'000
Net cash inflow from operating activities 108,431 124,268
Net cash outflow from investing activities (77,129) (96,479)
Net cash inflow/(outflow) from financing activities 50,168 (11,488)
Foreign currency translation movement (765) 1,039
Increase in cash and cash equivalents in the year 80,705 17,340
Movement in restricted cash (59) 121
Non-cash movement in borrowings* 997 (2,663)
Cash flow from movement in borrowings** (105,106) (12,527)
Movement in net bank debt (23,463) 2,271
*The Non-cash movement relates to foreign currency movement and amortisation
of refinancing transaction fees.
**The Cash flow from movement in borrowings in 2025 is net of debt arrangement
costs of €1,328,000 which are presented in Interest Paid within Operating
activities in the Cash Flow Statement.
The Group continues to maintain a strong focus on working capital management,
and this is reflected in the cash generated from operating activities of
€108.4m. The main movements in the year reflect payments of deferred
contingent consideration of €17.4m and higher tax paid offset by favourable
working capital benefits from the growth in the Pharma Services business unit
that have led to an increase in prepayments on certain programmes.
The net cash outflow from investing activities of €77.1m principally
consisted of property, plant and equipment and intangible assets investment of
€62.8m (including strategic capital invested) together with deferred
contingent consideration payments of €7.6m, in addition to an investment of
€7.1m relating to the acquisition of Touchstore Limited.
The net cash inflow from financing activities of €50.2m was primarily due to
proceeds from borrowings (net of repayments) of €115.8m. This was offset by
the share buyback of €35.1m, a decrease in invoice discounting utilisation
of €9.3m, principal lease payments of €16.1m and dividends paid of
€5.1m.
Debt Facility
The Group operates a revolving credit facility of €400m, with an additional
uncommitted accordion facility of €150m. In August 2025, the Group placed a
five-year amortising term loan (with two one-year extension options) of
€150m with its banking syndicate and exercised an option to extend the
current RCF by two years to August 2029. There are seven banks in the current
banking syndicate comprising both domestic and international banks. Net bank
debt was €171.1m at 31 December 2025 (2024: €147.7m) and leverage
marginally increased to 1.55x (2024: 1.47x) supported in the period by
favourable working capital timing which is expected to unwind in future
periods. The facility combined with modest leverage and strong free cash flow
provides the Group with the platform to support future growth and investment.
Taxation
The Group's total tax expense has increased by €0.5m to €11.8m. The
effective tax rate before exceptional items has increased from 18.4% to 18.8%
reflective of the financial performance over multiple tax jurisdictions. The
effective tax rate is calculated as the pre-exceptional income tax expense for
the year as a percentage of the profit before tax and exceptional items.
Currency Exposure
The Group continues to expand into new geographies which, together with the
continued growth in existing geographies outside of the Eurozone, results in a
foreign exchange exposure for the Group being the translation of local income
statements and balance sheets into Euro for consolidation purposes.
On a constant currency basis, revenue increased by 11.1% vs. 11.0% reported
growth, Gross Profit increased 7.3% vs. 7.0% reported growth and Operating
Profit decreased by 7.4% vs. 6.2% reported growth.
Exchange rates against Euro 2025 2024
Average Average
Great British Pound 0.856 0.847
US Dollar 1.127 1.082
Swedish Krona 11.066 11.431
Australian Dollar 1.750 1.639
Return on Capital Employed (ROCE)
Group ROCE increased by 1.1% to 16.3% (2024: 15.2%) and is ahead of the
Group's target range of 12%-15% supported by the favourable timing of working
capital prepayments at year-end. This strong return is achieved
notwithstanding the significant capital investment in 2025. The ROCE metric is
anticipated to trend toward the Group's target range of 12%-15% over the
medium-term as the strategic investment programme reaches completion. Details
on the calculation of ROCE are included in the APMs section.
Dividends
The Board remains committed to a progressive dividend policy as stated at the
time of IPO. The Directors are proposing a final dividend of €3.4m
(€0.0131 per ordinary share), subject to approval at the Company's AGM. It
is proposed to pay the dividend on 15 May 2026 to ordinary shareholders on the
Company's register at 5 p.m. on 24 April 2026. Together with the interim
dividend of €1.8m (€0.0071 per ordinary share) paid in October 2025 this
brings the total dividend for the year to €5.2m (€0.0202 per ordinary
share) representing an increase of 5.2% per share on 2024 (€0.0192 per
ordinary share).
Operational overview
Uniphar Pharma
Growth
Year ended 31 December 2025 2024 Reported Constant
€'000 €'000 currency
Revenue 690,773 658,814 4.9% 5.3%
Gross Profit 131,947 121,561 8.5% 9.4%
Gross Margin % 19.1% 18.5%
EBITDA 30,552 25,356 20.5% 19.3%
EBITDA Margin % 4.4% 3.8%
Performance highlights
- Organic Gross Profit increased by 15.5%, exceeding the reported
growth rate of 8.5%, due to the disposal of Inspired Health in December 2024
- Gross Profit Margin increased to 19.1% reflecting the continued
execution of our strategy and expansion into higher margin activities
- Strong performance in Global Sourcing driven by continued demand
for difficult-to-source medicines and noteworthy growth in the clinical trial
supply business
- EBITDA growth of 20.5%, highlighting increased operational
leverage as the business scales
- Strategic investments in new UK, continental European and New
Zealand hubs will support the growth of our Pharma business and enhance our
ability to meet evolving customer needs
Who we are
Uniphar Pharma provides access to innovative medicines and therapies in
addition to working collaboratively with manufacturers to maximise the value
of their assets across international healthcare markets. The division operates
on a global scale, delivering integrated, high-value services throughout the
life cycle of a pharmaceutical product - 'from molecule to market and beyond'.
The division combines the strength of two complementary business units -
Global Sourcing and Pharma Services.
What we do
We collaborate with pharmaceutical and biotech companies to address the
challenges of today's healthcare market, from bringing innovative medicines to
global markets to ensuring healthcare professionals have access to medicines
that are difficult-to-source through traditional channels. The division
utilises our global network of facilities and locally-based clinical,
regulatory and logistics experts to support our clients and to solve their
unique challenges with customised solutions.
Global Sourcing
Our Global Sourcing (formerly On Demand) business is a leading global provider
of unlicensed, difficult-to-source medicines and clinical supplies, serving
manufacturers, and both primary and secondary care customers. The business
unit operates across European, Asia Pacific and US markets, sourcing medicines
from in excess of 60 markets and supplying more than 160 countries. During the
year, the business completed a strategic rebrand to Global Sourcing from On
Demand, an important milestone on the journey to building a truly global
business offering global solutions, enhancing the experience we offer to
clients and suppliers. Our Global Sourcing teams excel in navigating complex
supply chains, which ensures the continuity of supply for vital products to
patients and clients around the globe. Our unrivalled expertise in logistics,
multi-territory regulatory knowledge, and quality procedures together with
strong relationships with pharma manufacturers, make our team a leading
partner in its field.
Pharma Services
The Pharma Services business delivers high‑value services to pharma and
biotech companies throughout the full product lifecycle, helping them overcome
barriers to launch and commercialisation in their target markets. Our
end‑to‑end service offering streamlines market entry and expands access
for both healthcare providers and patients. Uniphar is uniquely positioned in
the sector: we are the leading provider globally for the delivery of Expanded
Access Programs for cell and gene therapies, and therefore we are recognised
as a market leader for highly complex treatments. During 2025, the business
focused on developing its global ex-US launch capability, offering
comprehensive and end-to-end services to pharma clients seeking to access
these markets. Our capabilities span the full spectrum of specialised
services, including Outsourced Product Development, Expanded Access Programs,
Regulatory and Medical Affairs, Insight‑Driven Sales and Marketing, Quality
Assurance, and Supply Chain Management, providing a comprehensive platform
that supports successful product adoption and sustained commercial growth.
Performance in 2025
With organic Gross Profit growth of 15.5%, Uniphar Pharma continued to deliver
on the execution of its strategy. The Global Sourcing business unit had a
standout year, particularly in the clinical trial supply business, providing
sourcing solutions and ensuring access for patients and clients to
difficult-to-source medicines, as well as serving markets where medicines may
otherwise be unavailable. During 2025, we announced investments in new
state-of-the-art distribution centres in the UK and the Netherlands both of
which will become fully operational during 2026. The business also grew its
presence in New Zealand, enhancing its ability to deliver greater capacity in
that market. These, alongside our facilities in Ireland, the US and APAC,
further enhance our global distribution capability and expand the services the
business can offer our customers and the market.
Pharma Services delivered a strong performance during the year, driven by
continued growth in our Expanded Access Programme offering. As our EAP
capabilities become more established globally, clients are increasingly
turning to Uniphar to support other stages of the product lifecycle developing
our trusted relationships further. During 2025, we unified our businesses
under the Uniphar brand creating a strategically integrated platform, enabling
greater synergy, a seamless client experience, and a strengthened global
offering across each stage of the product lifecycle. Uniphar is proud to be
the world's leading provider of global expanded access for cell and gene
therapies, cementing our position as a market leader in enabling access to
these highly complex, next‑generation treatments.
Outlook
Uniphar Pharma has strengthened its service offering considerably in recent
years both through acquisition and the development of new capabilities which
has created a diversified scalable platform that is resonating strongly with
clients. With a clear target of delivering double-digit organic Gross Profit
growth over the medium-term, the division is well positioned for its next
phase of growth. The combination of an innovative solutions offering,
increasing global reach, and proven execution places the division on a clear
path toward a leadership position in this attractive and expanding market.
Uniphar Medtech
Growth
Year ended 31 December Reported Constant
2025 2024 currency
€'000 €'000
Revenue 292,826 267,968 9.3% 9.3%
Gross Profit 120,382 108,915 10.5% 10.7%
Gross Margin % 41.1% 40.6%
EBITDA 49,108 45,080 8.9% 9.2%
EBITDA Margin % 16.8% 16.8%
Performance highlights
- Gross Profit growth of 10.5% all of which is organic
- Performance driven by sustained growth in core markets,
geographic expansion with existing suppliers and the rollout of new suppliers
across established regions
- Continued focus on operational excellence together with
favourable product mix delivering an increase in Gross Margin to 41.1%
- Strategic investment in the UK and Europe in teams supporting
future growth of new product portfolios
- EBITDA growth of 8.9%, with EBITDA margins remaining consistent
at 16.8%
Who we are
Uniphar Medtech is a leading European distributor of medical devices,
providing end‑to‑end solutions and specialist expertise across sales,
marketing, servicing, quality, compliance, regulatory support, and market
access for many of the world's top medical device manufacturers. The division
is a high‑growth, diversified healthcare services provider, delivering
best‑in‑class products and support across multiple clinical specialties to
both public and private healthcare customers. Headquartered in Ireland, the
business operates across 16 European markets in addition to an extended
partnership network internationally.
What we do
Uniphar Medtech is a leading partner for high‑performing medical device
brands, with strong positions across interventional medicine, orthopaedics,
ophthalmology, minimally invasive surgery, diagnostic imaging, and critical
care. We accelerate market access for innovative technologies led by a team
that are clinically trained and experts in their respective fields.
We hold long‑standing exclusive partnerships with many of the world's top
medical device manufacturers and are among the few European providers
accredited to deliver service licence agreements for several global brands.
Our team builds strong commercial partnerships between healthcare providers
and industry‑leading manufacturers-ensuring groundbreaking medical
technologies reach clinicians and patients efficiently and effectively.
Relationships
At Uniphar Medtech, our people, and the relationships they build, are central
to how we create value. Expanding our supplier base is a core growth driver,
and our long‑standing partnerships with leading manufacturers support our
entry into new markets. These partners rely on us to represent their brands in
everyday engagements with healthcare professionals, making our connections
with the medical community essential to our success. Many of our Medtech sales
specialists come from clinical backgrounds, enabling peer‑to‑peer
conversations with clinicians. As medtech solutions become more complex and
purchasing decisions shift increasingly toward physicians with deep clinical
insight, these relationships with frontline professionals have become one of
our most important competitive strengths.
Innovation
The medtech sector continues to lead healthcare innovation, delivering
technologies that improve patient outcomes while helping providers achieve
greater efficiency and cost effectiveness. Robotics is one of the
fastest‑growing areas, with surgeons increasingly integrating advanced
systems to enhance precision and consistency, particularly in routine
procedures. Uniphar Medtech is proud to partner with global leaders in
surgical robotics across orthopaedics and minimally invasive surgery. Through
our partnerships, we are helping accelerate the digital transformation of
healthcare and bring next‑generation technologies to clinicians and patients
across our markets.
Performance in 2025
The division delivered an excellent performance in 2025, growing Gross profit
by 10.5%, all of which was achieved organically. All regions delivered strong
growth, supported by excellent performance with our existing suppliers and by
extending partnerships, both new and established, into new markets and
specialties. New product portfolios were a major contributor, adding to the
steady growth already seen across our core business. This growth in Gross
Profit converted into EBITDA growth of 8.9% to €49.1m.
The division has continued to strengthen its central support function, which
is crucial to delivering a world‑class service to our clients. Its scale
allows it to maximise both technical and clinical expertise to drive growth
across new markets. The platform developed in recent years now enables the
division to leverage these core capabilities, supporting the creation of a
sustainable, efficient foundation for ongoing expansion.
Outlook
Uniphar Medtech has delivered strong growth in recent years driven by an
expanded speciality portfolio and broader European footprint. Our strong and
recurring business in Ireland provides a stable foundation, while the UK and
mainland Europe present the most significant opportunities for future
expansion. With a talented team and a proven record of delivery, we are
confident in our ability to support clients across a wider geographic reach.
Our long‑established relationships in Ireland continue to be an important
source of momentum as we drive this growth. The division remains firmly on
track to achieve high single‑digit organic Gross Profit growth over the
medium term.
Uniphar Supply Chain & Retail
Growth
Year ended 31 December 2025 2024 Reported Constant
€'000 €'000 currency
Revenue 2,091,105 1,843,647 13.4% 13.4%
Gross Profit 205,363 197,128 4.2% 4.2%
Gross Margin % 9.8% 10.7%
EBITDA 51,249 53,022 (3.3%) (3.3%)
EBITDA Margin % 2.5% 2.9%
Performance highlights
- Organic growth in Gross Profit of 4.2%
- Gross Margin remains strong at 9.8% with the year-on-year
reduction reflective of the pace of revenue growth in Supply Chain relative to
Retail
- EBITDA margin of 2.5% is a reduction on prior year reflecting
investment in teams in advance of go-live of strategic investment
- Wholesale volume growth of 4.7% ahead of market growth
- Successful acquisition of TouchStore, a provider of dispensing
and retail software to the pharmacy sector in Ireland
Who we are
Uniphar Supply Chain & Retail plays a pivotal role in supporting patient
health across Ireland by efficiently, reliably, and securely delivering
critical medicines to pharmacies and hospitals. The division is the vertically
integrated pharmaceutical distribution and retail pharmacy division of the
Group. The division comprises Pre-wholesale, Wholesale and Retail pharmacy
businesses that work together to supply medicines, consumer products, pharmacy
services and pharmacy software to our customers. Uniphar holds market leading
positions in the wholesale and hospital supply markets in Ireland.
What we do
Pre-wholesale
The Pre‑wholesale business unit provides pharmaceutical manufacturers with
tailored, innovative distribution solutions to support the efficient supply of
their products into the Irish market. As a core component of the vertically
integrated Supply Chain & Retail offering, Pre‑wholesale plays a central
role in delivering seamless end‑to‑end service. Growing demand for
specialist medicines requiring temperature‑controlled storage and
distribution, combined with the deep expertise of our team, places the
Pre‑wholesale business in an excellent position to meet the evolving needs
of its customers.
Wholesale
The Wholesale business efficiently, reliably, and securely supplies critical
medicines to pharmacies and hospitals in Ireland, playing a vital role in
improving patient health. At the heart of the business is the delivery of
prescription and OTC (over-the-counter) products to community and hospital
pharmacies across Ireland. Our ambition is to be the partner of choice for
pharmacies by combining world‑class service levels with a comprehensive and
competitive consumer offering. The acquisition of TouchStore strengthens the
platform for the division to enhance our service offering to pharmacies,
unlocking smarter ordering, more streamlined pharmacy workflows and ultimately
more efficient and profitable pharmacy operations.
Retail
Our Retail pharmacy business unit comprises 482 pharmacies that are owned,
franchised or supported by the Group. The business operates across four brands
- Hickey's, McCauley, Allcare and Life Pharmacy - and together forms one of
the largest pharmacy groups in Ireland. Community pharmacy plays a prominent
role as a trusted support to patients and is increasingly seen as a primary
care destination for healthcare services. During 2025 additional services were
rolled out to stores to meet the evolving needs of patients across Ireland and
to prepare for the expanded pharmacy services as outlined in the Community
Pharmacy Agreement 2025.
Performance in 2025
The division delivered a robust performance in 2025 with each of the business
units contributing to organic Gross Profit growth of 4.2%. Within Supply
Chain, the Wholesale business achieved volume growth in 2025 of 4.7%,
exceeding market growth rates. The Pre-Wholesale business unit also delivered
strong growth, particularly within the hospital supply market, both of which
reflects the consistently high service levels delivered to our supply chain
customers. The Retail business delivered growth in the period notwithstanding
some softness in demand for discretionary front-of-shop products reflecting
broader consumer sentiment. The multi-year investment in our new distribution
facility and IT infrastructure in Dublin continues to progress well, with the
focus in 2025 on completing the fitout and IT development ahead of go-live in
2026.
Outlook
The Supply Chain & Retail division's success is defined by its commitment
to operational excellence and service delivery for customers. Our goal is to
be the one-stop shop for community pharmacies, offering reliable solutions for
not only their prescription and OTC needs but also their front-of-shop and
consumer product requirements. Community pharmacy in Ireland is an important
element of the healthcare system and this has been reinforced by the Community
Pharmacy Agreement 2025 which supports commitments to expand pharmacy
services, increase investment in the sector, and modernisation and digital
reform. In Pre-wholesale, the conclusion of the new Irish Pharmaceutical
Healthcare Association (IPHA) agreement in early 2026 is welcomed and will
provide greater predictability in pricing and faster access to new medicines
in Ireland while supporting long-term supply stability.
2026 will be a landmark year for the division as it prepares to launch its new
Dublin distribution facility and integrated IT infrastructure. This major
capital project will significantly enhance our capability and capacity,
positioning the business as an innovator within the Irish pharmacy sector. The
acquisition of TouchStore further strengthens our technology offering and,
when combined with our supply chain expertise, will help pharmacies improve
efficiency, reduce costs, and streamline ordering and stock management.
Together, these developments place us at the forefront of supporting the next
generation of digital pharmacy.
Group Income Statement
for the year ended 31 December 2025
2025 2025 2025 2024 2024 2024
Pre- Exceptional Total Pre- Exceptional Total
exceptional (Note 3) exceptional (Note 3)
Notes €'000 €'000 €'000 €'000 €'000 €'000
Revenue 2 3,074,704 - 3,074,704 2,770,429 - 2,770,429
Cost of sales (2,617,012) - (2,617,012) (2,342,825) - (2,342,825)
Gross Profit 457,692 - 457,692 427,604 - 427,604
Selling and distribution costs (91,658) - (91,658) (82,018) - (82,018)
Administrative expenses (274,897) (14,557) (289,454) (260,936) (5,556) (266,492)
Other operating income 295 - 295 500 2,395 2,895
Operating Profit 91,432 (14,557) 76,875 85,150 (3,161) 81,989
Finance cost 4 (21,192) 5,704 (15,488) (25,917) 17,625 (8,292)
Finance income 4 1,555 - 1,555 1,897 - 1,897
Profit before tax 71,795 (8,853) 62,942 61,130 14,464 75,594
Income tax expense (13,527) 1,712 (11,815) (11,239) (119) (11,358)
Profit for the financial year 58,268 (7,141) 51,127 49,891 14,345 64,236
Attributable to:
Owners of the parent 51,088 64,203
Non-controlling interests 39 33
Profit for the financial year 51,127 64,236
Attributable to:
Continuing operations 51,127 64,236
Profit for the financial year 51,127 64,236
Earnings per ordinary share (in cent):
Continuing operations 19.5 23.5
Basic and diluted Earnings per Share (in cent) 5 19.5 23.5
Group Statement of Comprehensive Income
for the year ended 31 December 2025
2025 2024
€'000 €'000
Profit for the financial year 51,127 64,236
Other comprehensive (expense)/ income
Items that may be reclassified to the Income Statement:
Unrealised foreign currency translation adjustments (11,425) 6,380
Cumulative exchange difference on translation recycled on disposal - (223)
Total comprehensive income for the financial year 39,702 70,393
Attributable to:
Owners of the parent 39,663 70,360
Non-controlling interests 39 33
Total comprehensive income for the financial year 39,702 70,393
Attributable to:
Continuing operations 39,702 70,393
Total comprehensive income for the financial year 39,702 70,393
Group Balance Sheet
As at 31 December 2025
2025 2024
ASSETS Notes €'000 €'000
Non-current assets
Intangible assets - goodwill 7 499,567 507,607
Intangible assets - other assets 7 93,573 59,696
Property, plant and equipment, and right-of-use assets 8 301,162 284,796
Financial assets - investments in equity instruments 25 25
Deferred tax asset 7,679 8,718
Other receivables 1,332 1,244
Total non-current assets 903,338 862,086
Current assets
Inventory 295,276 201,582
Trade and other receivables 348,170 248,882
Corporation tax 1,543 -
Cash and cash equivalents 183,697 102,992
Restricted cash 235 294
Total current assets 828,921 553,750
Total assets 1,732,259 1,415,836
EQUITY
Capital and reserves
Called up share capital presented as equity 9 20,766 21,841
Share premium 176,501 176,501
Share-based payment reserve 9,333 5,936
Other reserves (1,488) 8,862
Retained earnings 199,889 188,615
Attributable to owners 405,001 401,755
Attributable to non-controlling interests 165 126
Total equity 405,166 401,881
LIABILITIES
Non-current liabilities
Borrowings 10 355,071 241,646
Deferred contingent consideration 11 955 7,157
Provisions 12 930 1,827
Lease obligations 13 135,285 132,612
Total non-current liabilities 492,241 383,242
Current liabilities
Borrowings 10 - 9,316
Deferred contingent consideration 11 9,285 32,025
Lease obligations 13 22,334 22,580
Trade and other payables 803,233 562,969
Corporation tax - 3,823
Total current liabilities 834,852 630,713
Total liabilities 1,327,093 1,013,955
Total equity and liabilities 1,732,259 1,415,836
Group Statement of Changes in Equity
for the year ended 31 December 2025
Other Reserves
Share Share Share- Treasury Shares Foreign Revaluation Capital Retained Attributable Total
capital premium based currency reserve redemption earnings to non- shareholders'
payment translation reserve controlling equity
reserve reserve interests
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
At 1 January 2024 21,841 176,501 3,542 - 1,945 700 60 128,213 818 333,620
Profit for the financial year - - - - - - - 64,203 33 64,236
Other comprehensive income:
Movement in foreign currency translation reserve - - - - 6,157 - - - - 6,157
Transactions recognised directly in equity:
Movement in share-based payment reserve - - 2,944 - - - - - - 2,944
Transfer on exercise, vesting or lapse of share-based payments - - (550) - - - - 550 - -
Purchase of non-controlling interest - - - - - - - 725 (725) -
Dividends paid - - - - - - - (5,076) - (5,076)
At 31 December 2024 21,841 176,501 5,936 - 8,102 700 60 188,615 126 401,881
At 1 January 2025 21,841 176,501 5,936 - 8,102 700 60 188,615 126 401,881
Profit for the financial year - - - - - - - 51,088 39 51,127
Other comprehensive expense:
Movement in foreign currency translation reserve - - - - (11,425) - - - - (11,425)
Transactions recognised directly in equity:
Movement in share-based payment reserve - - 3,766 - - - - - - 3,766
Transfer on exercise, vesting or lapse of share-based payments - - (369) - - - - 369 - -
Dividends paid - - - - - - - (5,083) - (5,083)
Share buyback - repurchase of shares * - - - (35,100) - - - - - (35,100)
Share buyback - cancellation of shares * (1,075) - - 35,100 - - 1,075 (35,100) - -
At 31 December 2025 20,766 176,501 9,333 - (3,323) 700 1,135 199,889 165 405,166
* In March 2025, the Group completed the purchase of a €35m share buyback
programme whereby the Group repurchased 13.44 million shares for cancellation,
c.4.9% of the share count outstanding at 1 January 2025, at a weighted average
price of €2.604 per share
Group Cash Flow Statement
Year ended 31 December 2025
2025 2024
Notes €'000 €'000
Operating activities
Cash inflow from operating activities 15 166,863 162,816
Payment of deferred contingent consideration (17,373) -
Interest paid including debt arrangement costs (19,042) (22,080)
Interest received 1,555 1,897
Interest paid on lease liabilities 13 (6,942) (7,235)
Corporation tax payments (16,630) (11,130)
Net cash inflow from operating activities 108,431 124,268
Investing activities
Payments to acquire property, plant and equipment - Maintenance (9,771) (10,911)
Payments to acquire property, plant and equipment - Strategic projects (13,769) (68,643)
Receipts/(Payments) from disposal of property, plant and equipment (net of 379 (180)
disposal expenses)
Receipts from disposal of businesses (net of cash disposed and disposal - 21,934
expenses)
Payments to acquire intangible assets - Maintenance (15,291) (6,172)
Payments to acquire intangible assets - Strategic projects (23,986) (16,182)
Payments to acquire subsidiary undertakings (net of cash acquired) (7,095) -
Payments on prior year acquisitions (15) (254)
Receipts on prior year disposals 43 -
Payment of deferred contingent consideration (7,624) (16,071)
Net cash outflow from investing activities (77,129) (96,479)
Financing activities
Proceeds from borrowings 281,750 50,050
Repayments of borrowings (166,000) (33,671)
Decrease in invoice discounting facilities (9,316) (3,852)
Movement in restricted cash 59 (121)
Share buyback - Repurchase of Shares (35,100) -
Payment of dividends (5,083) (5,076)
Acquisition of further equity in subsidiaries - (483)
Principal element of lease payments 13 (16,142) (18,335)
Net cash inflow/(outflow) from financing activities 50,168 (11,488)
Increase in cash and cash equivalents in the year 81,470 16,301
Foreign currency translation on cash and cash equivalents (765) 1,039
Opening balance cash and cash equivalents 14 102,992 85,652
Closing balance cash and cash equivalents 14 183,697 102,992
Notes to the Consolidated Financial Statements
1. General information
Basis of preparation
The 2025 financial statements have been audited, with an unqualified audit
report and have been approved by the Board of Directors. The financial
information set out in this document does not constitute full statutory
financial statements but has been derived from the Group financial statements
for the year ended 31 December 2025. In accordance with the AIM and Euronext
Growth Rules the consolidated financial statements of Uniphar plc and its
subsidiaries (the 'Group') have been prepared in accordance with International
Financial Reporting Standards (IFRS) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies reporting under
IFRS, as adopted by the EU and as applied in accordance with the Companies Act
2014.
The financial information in the consolidated financial statements has been
prepared on a basis consistent with that adopted for the year ended 31
December 2024.
The Group's consolidated financial statements are prepared for the year ended
31 December 2025. The consolidated financial statements incorporate the
Company and all of its subsidiary undertakings. A subsidiary undertaking is
consolidated by reference to whether the Group has control over the subsidiary
undertaking. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of
the entity.
Uniphar plc is incorporated in the Republic of Ireland under registration
number 224324 with a registered office at 4045 Kingswood Road, Citywest
Business Park, Co. Dublin, D24 V06K.
The statutory financial statements will be filed with the Companies
Registration Office in line with the Annual Return date.
Going Concern
The Directors have made appropriate enquiries and carried out a thorough
review of the Group's forecasts, projections and available banking facilities
taking account of committed outflows including contingent consideration and
committed capital expenditure. Consideration was also given to possible
changes in trading performance and potential business risks. The forecasts
indicate significant liquidity headroom will be maintained above the Group's
borrowing facilities and applicable financial covenants will be met throughout
the forecast period.
The Group has a robust capital structure with strong liquidity supported into
the future by our banking facility. The banking facility consists of a
revolving credit facility ('RCF') of €400m and a term loan of €150m
together with an additional uncommitted accordion facility of €150m. During
2025, the Group exercised an option to extend the current RCF by two years to
August 2029 in addition to placing a five-year term loan of €150m with the
existing banking syndicate. The term loan runs to August 2030, with two
extension options available to extend the maturity to August 2032.
Having regard to the factors outlined above the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future, being a period of 12 months from the
date of approval of these financial statements. As a result, the Directors
consider that it is appropriate to continue to adopt the going concern basis,
in preparing the financial statements.
New standards, amendments, and interpretations
The Group has applied the following standards and amendments for the first
time for its annual reporting period commencing 1 January 2025:
· Amendments to IAS 21- Lack of Exchangeability.
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
New standards and interpretations not yet adopted
The following accounting standards and interpretations have been published but
are not mandatory for 31 December 2025 reporting periods and have not been
early adopted by the Group:
· Amendments to IFRS 9 and IFRS 7 - Amendments to the
classification and measurement of Financial Instruments;
· IFRS 18 - Presentation and Disclosure in Financial Statements;
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures.
The Group is currently performing an assessment of the impact of 'IFRS 18 -
Presentation and Disclosure in Financial Statements', which is effective for
annual reporting periods beginning on or after 1 January 2027. IFRS 18 is
not expected to impact the recognition or measurement of items in the
financial statements. However, its impacts on presentation and disclosure are
expected to be significant, in particular those related to the classification
of income and expenses into operating, investing and financing categories on
the face of the income statement and providing management-defined performance
measures within the financial statements. The remaining standards are not
expected to have a material effect on the results or financial position of the
Group.
2. Revenue and Operating Segments
2025 2024
€'000 €'000
Revenue 3,074,704 2,770,429
2025 2024
€'000 €'000
Uniphar Pharma 690,773 658,814
Uniphar Medtech 292,826 267,968
Uniphar Supply Chain & Retail 2,091,105 1,843,647
Total Revenue 3,074,704 2,770,429
Segmental information
Segmental information is presented in respect of the Group's geographical
regions and operating segments. The operating segments are based on the
Group's management and internal reporting structures.
Geographical analysis
The Group operates in three principal geographical regions being the Republic
of Ireland, the Netherlands and the UK. The Group also operates in several
other European countries, the US and the Asia Pacific region which are not
material for separate identification.
The following is a geographical analysis presented in accordance with IFRS 8
'Operating Segments' which requires disclosure of information about the
country of domicile (Ireland) and countries with material revenue.
2025 2024
€'000 €'000
Ireland 2,372,793 2,108,815
The Netherlands 210,993 206,266
UK 169,492 206,896
Rest of the World (ROW) 321,426 248,452
3,074,704 2,770,429
Operating segments
IFRS 8 'Operating Segments' requires the reporting information for operating
segments to reflect the Group's management structure and the way the financial
information is regularly reviewed by the Group's Chief Operating Decision
Maker (CODM), which the Group has defined as the Board of Directors.
The Group operates with three divisions: Uniphar Pharma, Uniphar Medtech and
Uniphar Supply Chain & Retail. These divisions align to the Group's
operational and financial management structures:
· Uniphar Pharma operates a global business with high-value
services across the life cycle of a pharmaceutical product. The business
enables pharma and biotech companies to bring innovative medicines to global
markets and provide healthcare professionals with access to medicines they
cannot source through traditional channels. Our strategy is to build a leading
platform to provide the specialist support and expertise needed to improve
access to these medicines. The division operates through its Global Sourcing
(formerly On Demand) and Pharma Services business units;
· Uniphar Medtech provides outsourced services, specifically sales,
distribution and support services to medical device manufacturers. The
business is headquartered in Ireland with a presence in 16 markets primarily
across Europe in addition to a facility in the US to support clients seeking
to access the North American market; and
· Uniphar Supply Chain & Retail provides both pre-wholesale and
wholesale distribution of pharmaceutical, healthcare and animal health
products to pharmacies, hospitals and veterinary clinics in Ireland. Uniphar
operates a network of pharmacies under the Life, Allcare, Hickey's and
McCauley brands. Additionally, through the extended Uniphar symbol group, the
business provides services and supports that help independent community
pharmacies to compete more effectively.
Operating segments results
The Group evaluates performance of the operational segments on the basis of
Gross Profit and EBITDA from operations.
2025 2025 2025 2025
Uniphar Pharma Uniphar Medtech Uniphar Supply Chain Total
€'000 €'000 & Retail
€'000 €'000
Revenue 690,773 292,826 2,091,105 3,074,704
Gross Profit 131,947 120,382 205,363 457,692
EBITDA 30,552 49,108 51,249 130,909
2024 2024 2024 2024
Uniphar Pharma Uniphar Medtech Uniphar Supply Chain Total
€'000 €'000 & Retail
€'000 €'000
Revenue 658,814 267,968 1,843,647 2,770,429
Gross Profit 121,561 108,915 197,128 427,604
EBITDA 25,356 45,080 53,022 123,458
There are no material dependencies or concentrations on individual customers
which would warrant disclosure under IFRS 8 'Operating Segments'.
Assets and liabilities are reported to the Board at a Group level and are not
reported on a segmental basis.
3. Exceptional (charge) / income
2025 2024
€'000 €'000
Professional fees including acquisition costs (1,830) (1,243)
Redundancy and restructuring costs (4,453) (2,369)
Acquisition integration costs (772) (488)
Strategic business transformation (7,103) (1,320)
Gain on disposals of businesses and assets - 2,395
Other exceptional costs (399) (136)
Exceptional charge recognised in Operating Profit (14,557) (3,161)
Decrease in deferred contingent consideration 5,704 17,625
Exceptional credit recognised in finance cost 5,704 17,625
Exceptional credit/(charge) recognised in income tax 1,712 (119)
Total exceptional (charge)/income (7,141) 14,345
Professional fees including acquisition costs:
Professional fees including acquisition costs are primarily costs relating to
transactions under consideration in the year. Professional fees also include
legal costs relating to the defence of a legal claim.
Redundancy and restructuring costs:
Redundancy and restructuring costs include redundancy, ex gratia and
termination costs and other costs arising on reorganisations and restructuring
Group businesses.
Acquisition integration costs:
Acquisition integration costs primarily relate to costs incurred on the
integration of recent acquisitions into the expanded Group. Such costs include
those associated with winding-down and exiting facilities acquired in recent
acquisitions in addition to professional fees incurred to optimise the
integration of recent acquisitions.
Strategic business transformation:
Strategic business transformation are costs associated with establishing the
strategic platform that will enable the next phase of growth. They include
costs associated with the Group's strategic capital expenditure programmes
while in the initiation phase together with the costs of establishing a
strategic presence in new markets. The costs include setup costs, initiation
costs and relocation costs in addition to the costs of a long-term incentive
plan associated with building a strategically significant business in the US
market. These costs are expected to arise at a significantly higher level in
2026 as the major infrastructure project in Ireland becomes operational.
Gain on disposal of businesses and assets:
In the prior year, the Group disposed of its investments in Inspired Insight,
LLC and Duffy's Medical Hall Limited which resulted in a profit on the
disposal of businesses of €2,248,000. Furthermore, the Group disposed of a
number of non-current assets that resulted in a gain on disposal of
€147,000.
Deferred contingent consideration:
Deferred contingent consideration relates to a release of €5,704,000
following a review of the expected performance against contractual earn-out
targets in relation to acquisitions in the Uniphar Pharma and
Uniphar Medtech divisions. These acquisition earn-outs concluded in 2025.
Further information is included in Note 11.
In the prior year, deferred contingent consideration related to a release of
€39,247,000 following a review of expected performance against contractual
earn-out targets in relation to Uniphar Pharma and Uniphar Medtech
acquisitions. An additional provision of €21,622,000 was recognised in
respect of acquisitions in the Uniphar Pharma division that have exceeded
previous performance expectations.
4. Finance cost and Finance income
2025 2024
€'000 €'000
Finance cost
Interest on lease obligations (Note 13) (4,403) (5,323)
Interest payable on borrowings and invoice discounting facilities (15,975) (19,034)
Unwinding of discount applicable to deferred contingent consideration (776) (1,540)
Unwinding of discount applicable to long term incentive programme (38) (20)
Finance cost before exceptional credit (21,192) (25,917)
Decrease in fair value of deferred contingent consideration (Note 3) 5,704 17,625
Exceptional credit recognised in finance cost 5,704 17,625
Total Finance cost (15,488) (8,292)
Finance costs do not include capitalised borrowing costs of €3,528,000
(2024: €2,697,000) on qualifying assets (Notes 7 and 8). Interest is
capitalised at the Group's weighted average interest rate for the period of
4.1% (2024: 5.5%).
2025 2024
€'000 €'000
Finance income
Interest income 1,555 1,897
Total Finance income 1,555 1,897
5. Earnings per Share
Basic and diluted Earnings per Share have been calculated by reference to the
following:
2025 2024
Profit for the financial year attributable to owners (€'000) 51,088 64,203
Weighted average number of shares in issue in the year ('000) 261,821 273,015
Dilutive effect of options ('000) 3 -
Denominator of diluted Earnings per Share ('000) 261,824 273,015
Earnings per ordinary share (in cent):
- Basic 19.5 23.5
- Diluted 19.5 23.5
Diluted Earnings per Share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares.
Adjusted Earnings per Share is an Alternative Performance Measure (APM) and is
presented below. Adjusted Earnings per Share supports the understanding of
performance by excluding the impact of exceptional items and non-cash items
that may not correlate to the underlying performance of the business.
Adjusted Earnings per Share has been calculated by reference to the following:
2025 2024
€'000 €'000
Profit for the financial year attributable to owners of the parent 51,088 64,203
Exceptional charge/(credit) recognised in Income Statement (Note 3) 7,141 (14,345)
Share-based payments 3,766 2,944
Amortisation of acquisition related intangibles 3,371 3,428
Tax credit on acquisition related intangibles (351) (380)
Profit after tax excluding exceptional items 65,015 55,850
Weighted average number of shares in issue in the year (000's) 261,821 273,015
Dilutive effect of options (000's) 3 -
Denominator of diluted Adjusted Earnings per Share (000's) 261,824 273,015
Adjusted Earnings per Ordinary Share (in cent)
Basic 24.8 20.5
Diluted 24.8 20.5
6. Dividends
The Directors have proposed a final dividend of €3.4m (€0.0131 per
ordinary share), subject to approval at the AGM. This results in a total
shareholders dividend of €5.2m (€0.0202 per ordinary share) in respect of
the year ended 31 December 2025 as the Board declared and paid a 2025 interim
dividend of €1.8m (€0.0071 per ordinary share). If approved, the proposed
dividend will be paid on 15 May 2026 to ordinary shareholders on the Company's
register on 24 April 2026. This dividend has not been provided for in the
Balance Sheet at 31 December 2025, as there was no present obligation to pay
the dividend at year end.
A final dividend of €3.2m (€0.0125 per ordinary share) relating to 2024
was paid in May 2025.
7. Intangible assets
Goodwill Trademarks & licences Computer Technology assets Brand names Customer relationships Total
€'000 software €'000 €'000 €'000
€'000 €'000
€'000
Cost
At 1 January 2025 526,316 202 73,465 3,585 22,185 3,393 629,146
FX movement (12,080) (2) (138) (288) - (379) (12,887)
Additions - - 35,795 - - - 35,795
Acquisitions 4,040 - - 6,214 - - 10,254
Disposals/retirements - - (1,389) - - - (1,389)
At 31 December 2025 518,276 200 107,733 9,511 22,185 3,014 660,919
Accumulated amortisation
At 1 January 2025 18,709 173 30,967 2,481 6,685 2,828 61,843
FX movement - - (54) (208) - (338) (600)
Amortisation - 11 3,739 628 2,219 524 7,121
Disposals/retirements - - (585) - - - (585)
At 31 December 2025 18,709 184 34,067 2,901 8,904 3,014 67,779
Net book amounts
At 31 December 2024 507,607 29 42,498 1,104 15,500 565 567,303
At 31 December 2025 499,567 16 73,666 6,610 13,281 - 593,140
Intangible assets 499,567 16 73,666 6,610 13,281 - 593,140
Right-of-use assets - - - - - - -
At 31 December 2025 499,567 16 73,666 6,610 13,281 - 593,140
Included in computer software are assets under construction with a net book
value of €56,802,000. Amortisation has not commenced on these assets.
Included in the cost of additions are borrowing costs and payroll costs
capitalised into computer software amounting to €1,446,000 (2024:
€989,000) and €5,266,000 (2024: €3,452,000) respectively.
8. Property, plant and equipment, and right-of-use assets
Land and Leasehold Plant and Fixtures and Computer Motor Instruments Total
buildings improvements equipment fittings equipment vehicles
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Cost
At 1 January 2025 225,516 32,725 88,013 15,401 8,336 7,686 9,355 387,032
Foreign exchange movement (1,477) (403) (524) (206) (75) (82) (5) (2,772)
Additions 16,791 1,336 18,443 4,547 1,438 3,028 2,439 48,022
Acquisitions - - - 61 - - - 61
Disposals/retirements (5,223) (60) (1,358) (594) (458) (2,452) (333) (10,478)
Reclassifications - 2,852 (2,857) 5 - - - -
At 31 December 2025 235,607 36,450 101,717 19,214 9,241 8,180 11,456 421,865
Accumulated depreciation
At 1 January 2025 50,743 8,953 21,076 7,777 4,172 3,551 5,964 102,236
Foreign exchange movement (465) (87) (120) (148) - (37) - (857)
Charge for the year 14,811 2,040 4,040 2,566 1,593 2,448 1,092 28,590
Disposals/retirements (4,675) (91) (1,110) (559) (451) (2,051) (329) (9,266)
At 31 December 2025 60,414 10,815 23,886 9,636 5,314 3,911 6,727 120,703
Net book amounts
At 31 December 2024 174,773 23,772 66,937 7,624 4,164 4,135 3,391 284,796
At 31 December 2025 175,193 25,635 77,831 9,578 3,927 4,269 4,729 301,162
Property, plant & equipment 34,758 25,635 76,815 9,578 3,927 184 4,729 155,626
Right-of-use assets 140,435 - 1,016 - - 4,085 - 145,536
Net book value at 31 December 2025 175,193 25,635 77,831 9,578 3,927 4,269 4,729 301,162
Included in property, plant and equipment are assets under construction with a
net book value of €71,997,000 (2024: €58,517,000). Depreciation has not
commenced on these assets.
Included in the cost of additions is borrowing costs and payroll costs
capitalised into assets amounting to €2,082,000 (2024: €1,708,000) and
€976,000 (2024: €352,000) respectively
9. Called up share capital
2025
€'000
Authorised:
453,205,300 (2024: 453,205,300) ordinary shares of 8c each 36,256
16,000,000 (2024: 16,000,000) "A" ordinary shares of 8c each 1,280
37,536
Movement in the year in issued share capital presented as equity
Allotted, called up and fully paid ordinary shares
At 1 January - 273,015,254 ordinary shares of 8c each 21,841
Share buyback - 13,440,956 ordinary shares of 8c each (1,075)
At 31 December - 259,574,298 ordinary shares of 8c each 20,766
Total allotted share capital:
At 31 December - 259,574,298 (2024: 273,015,254) ordinary shares 20,766
The called up ordinary share capital decreased by 13,440,956 shares during
2025 due to the share buyback programme the Group completed in March 2025.
10. Borrowings
Bank loans are repayable in the following periods after 31 December:
2025 2024
€'000 €'000
Amounts falling due within one year - 9,316
Amounts falling due between one and five years 355,071 241,646
355,071 250,962
The Group's total bank loans at 31 December 2025 were €355,071,000 (2024:
€250,962,000). Included in the carrying value of borrowings are deferred
debt issue costs of €1,233,000 (2024: €1,148,000) which are capitalised
and then amortised over the life of the debt. Borrowing under invoice
discounting (recourse) as at the balance sheet date was €nil (2024:
€9,316,000).
The Group's bank debt facility comprises a revolving credit facility ('RCF')
of up to €400m with an additional uncommitted accordion facility of €150m.
In August 2025, the Group placed a five-year amortising term loan (with two
one-year extension options) of €150m with its banking syndicate and
exercised an option to extend the current RCF by two years to August 2029.
Under this facility the Group is subject to two covenants: leverage ratio and
interest cover. Banking covenants are subject to bi-annual review, and during
2025 all covenants have been fully complied with. Current business projections
indicate that the covenants are expected to be complied with during the period
twelve months after the reporting date.
The Group's debt facility includes a margin incentive linked to the
achievement of sustainability targets that are aligned to the Group's
sustainability strategy.
At 31 December 2025, the Group's revolving credit facility loans in use were
at an interest margin of +1.90% (2024: +1.69%) on inter-bank interest rates
(EURIBOR, GBP SONIA and USD SOFR).
Bank security
Bank overdrafts (including invoice discounting) and bank loans of
€355,071,000 (2024: €250,962,000) are secured by cross guarantees and
fixed and floating charges from Uniphar Plc and certain subsidiary
undertakings.
11. Deferred contingent consideration
2025 2024
€'000 €'000
At 1 January 39,182 75,061
Unwinding of discount 776 1,540
Recognised during the year - 21,622
Utilised during the year (24,997) (16,454)
Released during the year (5,704) (39,247)
Arising on acquisition 1,443 -
Divestment - (4,446)
Foreign currency movement (460) 1,106
At 31 December 10,240 39,182
Current 9,285 32,025
Non-current 955 7,157
Total deferred contingent consideration 10,240 39,182
Deferred contingent consideration
Deferred contingent consideration represents the present value of deferred
contingent acquisition consideration which will become payable based on
pre-defined performance thresholds being met. The deferred contingent
consideration liability at 31 December 2025 was €10,240,000 (2024:
€39,182,000). Estimation and judgement is exercised in determining the
liability indicating that the final liability may be different to the amount
provided. The deferred contingent consideration liability reflects
management's best estimate of expected payments. Potential changes in key
assumptions are not expected to have a material effect.
During the year payments of €24,997,000 (2024: €16,454,000) were made in
respect of prior year acquisitions. Deferred contingent consideration of
€5,704,000 (2024: €39,247,000) was released in the year and €nil (2024:
€21,622,000) was recognised in the year following a review of expected
performance against earn-outs. Further details on the measurement of deferred
contingent consideration are provided in Note 16.
12. Provisions
Lease Warranty Other Total Total
dilapidation provision
2025 2025 2025 2025 2024
€'000 €'000 €'000 €'000 €'000
At 1 January 815 153 859 1,827 1,752
Recognised during the year 8 - - 8 100
Released during the year - (38) (796) (834) (80)
Foreign currency movement - (8) (63) (71) 55
At 31 December 823 107 - 930 1,827
Lease dilapidation
The lease dilapidation provision covers the cost of reinstating certain Group
properties at the end of the lease term. This is based on the terms of the
individual leases which set out the conditions relating to the return of
property. The timing of the outflows will match the ending of the relevant
leases with various dates up to 2049.
Warranty provision
The warranty provision relates to a product warranty provided to customers on
certain medical devices. The estimated cost of the warranty is provided for
upon recognition of the sale of the product. The costs are estimated based on
actual historical experience of expenses incurred and on estimated future
expenses related to current sales and are updated periodically. Actual
warranty costs are charged against the warranty provision.
Other
Other provisions relate to a management retention bonus payable in relation to
the acquisition of Uniphar Development, LLC in 2020 which was fully released
in the year.
All provisions are classified as non‑current liabilities in the Balance
Sheet. The lease dilapidation provision will be utilised on lease expiry dates
up to 2049. The warranty provision is expected to be utilised within the next
three years.
13. Leases
(i) Amounts recognised in the Balance Sheet
As at 31 December, the Balance Sheet shows the following amounts relating to
leases:
2025 2024
€'000 €'000
Right-of-use assets:
Buildings 140,435 138,317
Plant and equipment 1,016 967
Motor vehicles 4,085 3,754
Net book value of right-of-use assets 145,536 143,038
Lease liabilities:
Current 22,334 22,580
Non-current 135,285 132,612
Total lease liabilities 157,619 155,192
Right-of-use assets are included in the line 'Property, plant and equipment,
and right-of-use assets' on the Balance Sheet and are presented in Note 8.
Additions to the right-of-use assets during the year ended 31 December 2025
were €20,300,000 (2024: €52,300,000).
Disposals to the right-of-use assets during the year ended 31 December 2025
were €835,000 (2024: €21,480,000).
Expenses of €82,000 (2024: €270,000) relating to short-term leases, leases
of low-value assets and variable lease payments were recognised in the
Consolidated Income Statement.
Lease liabilities are presented separately on the face of the Balance Sheet.
(ii) Amounts recognised in the Income Statement:
The Income Statement shows the following amounts relating to leases:
2025 2024
€'000 €'000
Depreciation charge on right-of-use assets:
Buildings 13,204 15,462
Plant and equipment 430 235
Motor vehicles 2,320 2,472
Right-of-use assets depreciation charge 15,954 18,169
Interest expense on lease liabilities:
Interest expense on lease liabilities (Note 4) 4,403 5,323
Total interest expense in respect of lease liabilities 4,403 5,323
(iii) Amounts recognised in the Cash Flow Statement
The Cash Flow Statement shows the following amounts relating to leases:
2025 2024
€'000 €'000
Interest on lease obligations 6,942 7,235
Principal repayments 16,142 18,335
Total cash outflow in respect of leases 23,084 25,570
14. Analysis of net debt
2025 2024
€'000 €'000
Cash and cash equivalents 183,697 102,992
Restricted cash 235 294
Total cash 183,932 103,286
Bank loans repayable within one year - (9,316)
Bank loans payable after one year (355,071) (241,646)
Bank loans (355,071) (250,962)
Net bank debt (171,139) (147,676)
Lease obligations (157,619) (155,192)
Net debt (328,758) (302,868)
15. Reconciliation of Operating Profit to cash flow from operating activities
2025 2024
€'000 €'000
Operating Profit before operating exceptional items 91,432 85,150
Cash related exceptional items (9,645) (9,006)
81,787 76,144
Add back non-cash and/or non-operating expenses:
Depreciation 28,590 29,300
Amortisation 7,121 6,064
Changes in working capital:
Increase in inventory (93,559) (17,159)
Increase in receivables (98,381) (18,378)
Increase in payables 237,082 84,423
Other:
Share-based payment expense 3,766 2,944
Foreign currency translation adjustments 457 (522)
Cash inflow from operating activities 166,863 162,816
16. Financial instruments
Financial instruments by category
The accounting policies for financial instruments have been applied to the
line items below:
Financial Financial Total Fair
assets at assets at value
FVOCI* amortised
cost
€'000 €'000 €'000 €'000
Financial assets
31 December 2025:
Investments in equity instruments 25 - 25 25
Trade and other receivables ** - 307,569 307,569 307,576
Cash and cash equivalents - 183,697 183,697 183,697
Restricted cash - 235 235 235
25 491,501 491,526 491,533
* Fair value through other comprehensive income.
** Excluding non-financial assets.
Financial Financial Total Fair
liabilities at liabilities at value
FVTPL*** amortised
cost
€'000 €'000 €'000 €'000
Financial liabilities
31 December 2025:
Borrowings - 355,071 355,071 355,071
Trade and other payables **** - 773,246 773,246 773,246
Deferred contingent consideration 10,240 - 10,240 10,240
Lease liabilities - 157,619 157,619 157,619
10,240 1,285,936 1,296,176 1,296,176
*** Fair value through profit and loss.
**** Excluding non-financial liabilities.
Measurement of fair values
In the preparation of the financial statements, the Group finance department,
which reports directly to the Chief Financial Officer (CFO), reviews and
determines the major methods and assumptions used in estimating the fair
values of the financial assets and liabilities which are set out below:
Investments in equity instruments
Investments in equity instruments are measured at fair value through other
comprehensive income (FVOCI).
Trade and other receivables/trade and other payables
For receivables and payables with a remaining life of less than 12 months or
demand balances, the carrying value less impairment provision where
appropriate, is deemed to reflect fair value.
Cash and cash equivalents, including short-term bank deposits
For short-term bank deposits and cash and cash equivalents, all of which have
a maturity of less than three months, the carrying amount is deemed to reflect
fair value.
Interest-bearing loans and borrowings
For floating rate interest-bearing loans and borrowings with a contractual
repricing date of less than 6 months, the nominal amount is deemed to reflect
fair value. For loans with repricing dates of greater than 6 months, the fair
value is calculated based on the present value of the expected future
principal and interest cash flows discounted at appropriate market interest
rates (level 2) effective at the Balance Sheet date and adjusted for movements
in credit spreads.
Deferred contingent consideration
The fair value of the deferred contingent consideration is calculated by
discounting the expected future payment to the present value. The expected
future payment represents the deferred contingent consideration which would
become payable based on pre-defined performance thresholds being met and is
calculated based on management's best estimates of the expected future cash
outflows using current budget forecasts. The provision for deferred contingent
consideration is principally in respect of acquisitions completed from 2018 to
2025. The deferred contingent consideration liability reflects management's
assessment of the amount payable based on pre-defined performance thresholds
being met.
The significant unobservable inputs are:
· Expected future profit forecasts which have not been disclosed
due to their commercial sensitivities; and
· Risk adjusted discount rate of between 2.5% and 3.5% (2024:
between 2.5% and 4.0%)
The estimated fair value would increase/(decrease) if the:
· Expected future profit forecasts were higher/(lower); and
· Risk adjusted discount rate was lower/(higher).
Management has performed a sensitivity analysis by applying reasonably
possible changes to the above inputs, however it has been concluded these
potential changes in key assumptions are not expected to have a material
effect.
Fair value hierarchy
The following table sets out the fair value hierarchy for financial
instruments which are measured at fair value.
Level 1 Level 2 Level 3 Total
€'000 €'000 €'000 €'000
Recurring fair value measurements
At 31 December 2025
Investments in equity instruments - - 25 25
Deferred contingent consideration - - (10,240) (10,240)
- - (10,215) (10,215)
There were no transfers between the fair value levels for recurring fair value
measurements during the year. The Group's policy is to recognise transfers
into and transfers out of fair value hierarchy levels as at the end of the
reporting period.
Level 1: The fair value of financial instruments traded in active markets is
based on quoted market prices at the end of the reporting period. The quoted
market price used for financial assets held by the Group is the current bid
price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an
active market is determined using valuation techniques which maximise the use
of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable
market data, the instrument is included in level 3.
Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the year ended
31 December 2025:
Shares in Deferred Total
unlisted contingent
companies consideration
€'000 €'000 €'000
At 1 January 2025 25 (39,182) (39,157)
Utilised during the year - 24,997 24,997
Unwinding of discount* - (776) (776)
Released during the year * - 5,704 5,704
Arising on acquisition - (1,443) (1,443)
Foreign currency movement - 460 460
At 31 December 2025 25 (10,240) (10,215)
* These amounts have been (charged)/credited to the Income Statement in
finance (costs)/income.
Financial risk management
The Group's operations expose it to various financial risks. The Group has a
risk management framework in place which seeks to limit the impact of these
risks on the financial performance of the Group and it is the Group's policy
to manage these risks in a non-speculative manner.
The Group has exposure to the following risks from its use of financial
instruments: credit risk, liquidity risk, currency risk, interest rate risk
and price risk. These consolidated financial statements do not include all
financial risk management information and disclosures required in the annual
financial statements; they should be read in conjunction with the Group's
Annual Report.
Under the terms of the invoice discounting non-recourse agreement, the Group
has transferred substantially all credit risk and control of certain trade
receivables. The balance of the facility as at 31 December 2025 is
€111,765,000 (2024: €111,765,000). The Group has recognised an asset
within trade and other receivables of €16,765,000 (2024: €16,765,000),
being the fair value of the amount receivable from the financial institutions,
representing 15% of the trade receivables transferred to the financial
institutions in accordance with the terms of the receivables purchase
arrangement. The total interest expense associated with this receivables
purchase agreement during the year ended 31 December 2025 was €3,777,000
(2024: €5,156,000).
17. Business Combinations
A key strategy of the Group is to extend the capabilities the Group can offer
our customers. In line with this strategy, the Group completed the following
acquisition during the financial year:
· Touchstore Limited
The Group acquired 90% of the ordinary share capital of Touchstore Limited on
22 December 2025 and, on the same date, entered into a put and call option
which would enable the Group to acquire the remaining 10% stake in exchange
for cash consideration. This has been accounted under the 'anticipated
acquisition' method with the combined 100% recognised as acquired from
December 2025. Acquisition consideration recognised amounted to €10.2m of
which €1.4m is payable based on agreed targets being met in respect of the
put and call option on the remaining 10% shareholding. Touchstore Limited, an
Irish based company, provides dispensing and retail management software to
pharmacies across Ireland.
Goodwill is attributable to the future economic benefits arising from assets
which are not capable of being individually identified and separately
recognised. The significant factors giving rise to the goodwill include the
value of the teams within the business acquired, the enhancement of the
competitive position of the Group in the marketplace and the strategic premium
paid by Uniphar Group to create the combined Group.
The fair value of the deferred contingent consideration recognised at the date
of acquisition is calculated by discounting the expected future payment to
present value at the acquisition date. In general, for deferred contingent
consideration to become payable, pre-defined performance thresholds must be
exceeded. On an undiscounted basis, the future payments for which the Group
may be liable in respect of the acquisition completed in the current year is a
range from €0.4m to €3.5m.
The initial assignment of fair values to net assets acquired has been
performed on a provisional basis in respect of the acquisition completed
during 2025, due to its recent acquisition date. The Group has 12 months from
the date of acquisition to finalise the fair value of the assets/liabilities
acquired, and any amendments to these fair values within the twelve-month
period from the date of acquisition will be disclosable in the 2026 Annual
Report as stipulated by IFRS 3, Business Combinations.
The acquisition completed in 2025 has contributed €nil to Revenue and €nil
of Gross Profit for the year since the acquisition on 22 December 2025. The
proforma Revenue and Operating Profit for the Group for the year ended 31
December 2025 would have been €3.1bn and €95m respectively had the
acquisition been completed at the start of the current reporting year.
The provisional fair value of the assets and liabilities acquired as part of
the acquisitions completed during the financial year are set out below:
TouchStore
€'000
ASSETS
Non-current assets
Intangible assets 6,214
Property, plant and equipment 61
6,275
Current assets
Inventory 135
Trade and other receivables 980
Cash and cash equivalents 1,405
Corporation tax 194
2,714
Total assets 8,989
LIABILITIES
Non-current liabilities
Deferred tax liability 777
777
Current liabilities
Trade and other payables 1,824
Value added tax 228
2,052
Total liabilities 2,829
Identifiable net assets acquired 6,160
Non-controlling interest arising on acquisition -
Group share of net assets acquired 6,160
Goodwill arising on acquisition 4,040
Consideration 10,200
The gross contractual value of the trade and other receivables as at the date
of acquisition amounted to €1.0m. The fair value of these receivables is
estimated at €1.0m (all of which is expected to be recoverable).
In the period to 31 December 2025, the Group incurred acquisition costs of
€0.2m relating to the acquisition completed during the period together with
costs incurred on transactions currently under consideration. These have been
included in administrative expenses in the Group Income Statement.
18. Post balance sheet events
There were no material events subsequent to 31 December 2025 that would
require adjustment to or disclosure in this report.
19. Approval by the Board of Directors
The preliminary results announcement was approved by the Board of Directors on
23 February 2026.
Additional Information
ALTERNATIVE PERFORMANCE MEASURES
The Group reports certain financial measurements that are not required under
IFRS. These key alternative performance measures (APMs) represent additional
measures in assessing performance and for reporting both internally, and to
shareholders and other external users. The Group believes that the
presentation of these APMs provides useful supplemental information which,
when viewed in conjunction with IFRS financial information, provides
stakeholders with a more meaningful understanding of the underlying financial
and operating performance of the Group and its divisions. These measurements
are also used internally to evaluate the historical and planned future
performance of the Group's operations.
None of these APMs should be considered as an alternative to financial
measurements derived in accordance with IFRS. The APMs can have limitations as
analytical tools and should not be considered in isolation or as a substitute
for an analysis of results as reported under IFRS.
The principal APMs used by the Group, together with reconciliations where the
APMs are not readily identifiable from the financial statements, are as
follows:
Definition Why we measure it
EBITDA Earnings before exceptional items, net finance expense, income tax expense, EBITDA provides management with an assessment of the underlying trading
depreciation, intangible assets amortisation and share-based payment expense. performance of the Group and excludes transactions that are not reflective of
the ongoing operations of the business, allowing comparison of the trading
performance of the business across periods and/or with other businesses.
Adjusted EBITDA is used for leverage calculations.
&
Earnings before exceptional items, net finance expense, income tax expense,
depreciation, intangible assets amortisation and share-based payment expense,
adjusted for the impact of IFRS 16 and the pro-forma EBITDA of acquisitions
(if any).
Adjusted EBITDA
Net bank debt Net bank debt represents the net total of current and non-current borrowings, Net bank debt is used by management as an input into the Group's current
cash and cash equivalents, and restricted cash as presented in the Group leverage calculation which management will consider when evaluating investment
Balance Sheet. opportunities, potential acquisitions, and internal resource allocation.
Net debt Net debt represents the total of net bank debt, plus current and non-current Net debt is used by management as it gives a complete picture of the Group's
lease obligations as presented in the Group Balance Sheet. debt including the impact of lease liabilities recognised under IFRS 16.
Leverage Net bank debt divided by adjusted EBITDA for the period. Leverage is used by management to evaluate the Group's ability to cover its
debts. This allows management to assess the ability of the Company to use debt
as a mechanism to facilitate growth.
Adjusted Operating Profit This comprises Operating Profit as reported in the Group Income Statement Adjusted Operating Profit is used to assess the underlying operating
before amortisation of acquired intangible assets and exceptional items (if performance excluding the impact of non-operational items. This is a key
any). measure used by management to evaluate the businesses' operating performance.
Adjusted Earnings per Share This comprises profit for the financial period attributable to owners of the Adjusted EPS is used to assess the after-tax underlying performance of the
parent as reported in the Group Income Statement before exceptional items (if business in combination with the impact of capital structure actions on the
any), amortisation of acquisition related intangibles (and related tax share base. This is a key measure used by management to evaluate the
thereon) and share-based payment expense, divided by the weighted average businesses operating performance, generate future operating plans, and make
number of shares in issue in the period. strategic decisions.
& Like-for-like Adjusted Earnings per Share is calculated for both the current
and prior period by dividing the profit of the relevant period attributable to
owners of the parent as reported in the Group Income Statement before Like-for-like Adjusted EPS is used to assess the after-tax underlying
exceptional items (if any), amortisation of acquisition related intangibles performance of the business assuming a constant share base.
and share-based payment expense, by the weighted average number of shares in
issue in the current period.
Like-for-Like Adjusted Earnings per Share
Free cash flow conversion Free cash flow conversion is calculated as EBITDA, less investment in working Free cash flow represents the funds generated from the Group's ongoing
capital, less maintenance capital expenditure, less principal and interest operations. These funds are available for reinvestment, and for future
payments on leases, and foreign currency translation adjustments, divided by acquisitions as part of the Group's growth strategy. A high level of free cash
EBITDA. flow conversion is key to maintaining a strong, liquid balance sheet.
Return on Capital Employed (ROCE) ROCE is calculated as the 12 months rolling Operating Profit before the impact This measure allows management to monitor business performance, review
of exceptional costs and amortisation of acquisition related intangibles, potential investment opportunities and the allocation of internal resources.
expressed as a percentage of the adjusted average capital employed for the
same period. The average capital employed is adjusted to ensure the capital
employed of acquisitions and divestments completed during the period is
appropriately time apportioned.
EBITDA
2025 2024
€'000 €'000
Operating Profit Income Statement 76,875 81,989
Exceptional charge recognised in Operating Profit Note 3 14,557 3,161
Amortisation Note 7 7,121 6,064
Depreciation Note 8 28,590 29,300
Share-based payment expense 3,766 2,944
EBITDA 130,909 123,458
Adjust for the impact of IFRS 16 (20,310) (22,977)
Adjusted EBITDA 110,599 100,481
Net bank debt
2025 2024
€'000 €'000
Cash and cash equivalents Balance Sheet 183,697 102,992
Restricted cash Balance Sheet 235 294
Bank loans repayable within one year Balance Sheet - (9,316)
Bank loans payable after one year Balance Sheet (355,071) (241,646)
Net bank debt (171,139) (147,676)
Net debt
2025 2024
€'000 €'000
Net bank debt Alternative Performance Measures (171,139) (147,676)
Current lease obligations Balance Sheet (22,334) (22,580)
Non-current lease obligations Balance Sheet (135,285) (132,612)
Net debt (328,758) (302,868)
Leverage
2025 2024
€'000 €'000
Net bank debt Alternative Performance Measures (171,139) (147,676)
Adjusted EBITDA Alternative Performance Measures 110,599 100,481
Leverage (times) 1.55 1.47
Adjusted Operating Profit
2025 2024
€'000 €'000
Operating Profit Income Statement 76,875 81,989
Amortisation of acquisition related intangibles 3,371 3,428
Exceptional charge recognised in Operating Profit Note 3 14,557 3,161
Adjusted Operating Profit 94,803 88,578
Adjusted Earnings per Share
2025 2024
€'000 €'000
Adjusted Earnings per Share has been calculated by reference to the following:
Profit for the financial year attributable to owners 51,088 64,203
Exceptional charge/(credit) recognised in Income Statement (Note 3) 7,141 (14,345)
Amortisation of acquisition related intangibles 3,371 3,428
Tax credit on acquisition related intangibles (351) (380)
Share-based payments expense 3,766 2,944
Profit after tax excluding exceptional items 65,015 55,850
Weighted average number of shares in issue in the year (000's) 261,821 273,015
Dilutive effect of options (000's) 3 -
Denominator of diluted Adjusted Earnings per Share (000's) 261,824 273,015
Adjusted Basic and Diluted Earnings per Ordinary Share (in cent)
Basic 24.8 20.5
Diluted 24.8 20.5
Like-for-like weighted average number of shares (000's) 261,821 261,821
Like-for-like Adjusted Earnings per Ordinary Share (in cent) 24.8 21.3
Free cash flow conversion
2025 2024
€'000 €'000
EBITDA Alternative Performance Measures 130,909 123,458
Increase in inventory Note 15 (93,559) (17,159)
Increase in receivables Note 15 (98,381) (18,378)
Increase in payables Note 15 237,082 84,423
Foreign currency translation adjustments Note 15 457 (522)
Payments to acquire property, plant and equipment - Maintenance Cash Flow Statement (9,771) (10,911)
Payments to acquire intangible assets - Cash Flow Statement (15,291) (6,172)
Maintenance
Payments on leases - principal and interest Note 13 (23,084) (25,570)
Free cash flow 128,362 129,169
Adjustment for settlement of acquired 1,342 1,120
financial liabilities*
129,704 130,289
EBITDA 130,909 123,458
Free cash flow conversion 99.1% 105.5%
*The adjustment to free cash flow ensures that payments made after an
acquisition to settle loans with former shareholders of acquired companies, or
other similar financial liabilities, are excluded from the movement in
payables in the free cash flow conversion calculation.
Return on Capital Employed
2025 2024 2023
€'000 €'000 €'000
Rolling 12 months Operating Profit 76,875 81,989 67,708
Adjustment for exceptional costs 14,557 3,161 10,047
Amortisation of acquisition related intangibles 3,371 3,428 3,341
Adjusted 12 months rolling Operating Profit 94,803 88,578 81,096
Total equity 405,166 401,881 333,620
Net bank debt 171,139 147,676 149,947
Deferred contingent consideration (Note 11) 10,240 39,182 75,061
Deferred consideration payable - - 100
Total capital employed 586,545 588,739 558,728
Average capital employed 587,642 573,734
Adjustment for acquisitions and divestments (Note A / B below) (4,971) 10,883
Adjusted average capital employed 582,671 584,617
Return on Capital Employed 16.3% 15.2%
Note A: Adjustment for acquisition (2025) Capital employed Completion Adjustment
€'000 Date
€'000
TouchStore 9,943 December 2025 (4,971)
Adjustment for acquisition during 2025 (4,971)
Note B: Adjustment for divestments (2024) Capital employed Completion Adjustment
€'000 Date
€'000
Inspired Insight, LLC 21,834 December 2024 10,917
Duffy's Medical Hall Limited 100 March 2024 (34)
Adjustment for divestments during 2024 10,883
The adjustment ensures that the capital employed of acquisitions and
divestments completed during the period are appropriately time apportioned to
align with the corresponding periods for adjusted Operating Profit. These
adjustments include cash consideration, deferred and deferred contingent
consideration, debt acquired/disposed, cash acquired/disposed, and any cash
impact of shareholder loans or other similar financial liabilities repaid
post-acquisition.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR KXLFLQLLEBBF
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Uniphar
See all newsREG - Uniphar PLC - Holding(s) in Company
AnnouncementREG - Uniphar PLC - Holding(s) in Company
AnnouncementREG - Uniphar PLC - 2025 Preliminary Results
AnnouncementREG - Uniphar PLC - Holding(s) in Company
AnnouncementREG - Uniphar PLC - Full Year Trading Update and Notice of Results
Announcement